COMMERCIAL LEASE AGREEMENT

(West Virginia – Comprehensive Form)

[// GUIDANCE: This template is drafted for commercial (non-residential) real property located in the State of West Virginia (“WV”). It is intentionally robust and uses conservative, defense-oriented drafting techniques. Bracketed text in ALL-CAPS indicates customizable fields that should be tailored to the transaction. Bracketed text in mixed-case beginning with “// GUIDANCE:” provides practice pointers and should be deleted prior to execution.]

TABLE OF CONTENTS

I. Definitions
II. Demise of Premises; Term; Possession
III. Rent and Other Charges
IV. Taxes; Utilities; Operating Expenses
V. Alterations; Maintenance; Repairs
VI. Environmental Compliance
VII. Insurance
VIII. Assignment and Subletting
IX. Defaults and Remedies
X. Risk Allocation; Indemnification; Liability Limitation
XI. Dispute Resolution
XII. Casualty; Condemnation
XIII. Early Termination; Surrender; Holding Over
XIV. General Provisions
XV. Execution
Exhibits A-C

I. DOCUMENT HEADER

COMMERCIAL LEASE AGREEMENT
This Commercial Lease Agreement (this “Lease”) is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

A. [LANDLORD LEGAL NAME], a [STATE] [ENTITY TYPE], having an address at [ADDRESS] (“Landlord”); and

B. [TENANT LEGAL NAME], a [STATE] [ENTITY TYPE], having an address at [ADDRESS] (“Tenant”).

RECITALS
1. Landlord is the fee simple owner of certain real property located at [PROPERTY ADDRESS], more particularly described in Exhibit A (the “Land”).
2. Landlord intends to lease to Tenant, and Tenant desires to lease from Landlord, that portion of the Land and improvements identified herein as the “Premises,” all on the terms and subject to the conditions set forth below.
3. The parties enter into this Lease for good and valuable consideration, the receipt and sufficiency of which are acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Landlord and Tenant agree as follows:

II. DEFINITIONS

The following capitalized terms shall have the meanings set forth below and shall apply equally to the singular and plural forms. Any term not defined in this Section shall have the meaning ascribed elsewhere in the Lease.

“Additional Rent” – Any monetary obligation (other than Base Rent) payable by Tenant under this Lease, including Taxes, Operating Expenses, late fees, default interest, and indemnity payments.

“Affiliate” – Any person or entity that directly or indirectly controls, is controlled by, or is under common control with the referenced party.

“Base Rent” – The fixed rental payments described in Section III.A.

“Business Days” – All days other than Saturdays, Sundays, and WV state or U.S. federal legal holidays.

“Commencement Date” – The earlier of (i) the date Tenant first occupies any portion of the Premises for the Permitted Use, or (ii) [SPECIFY DATE/CONDITION].

“Environmental Laws” – All federal, state, and local statutes, regulations, ordinances, and common-law duties relating to pollution, protection of the environment, or exposure of persons or property to Hazardous Materials, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., and the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.

“Event of Default” – Any event described in Section IX.A.

“Expiration Date” – The last day of the Term, as referenced in Section II.C.

“Hazardous Materials” – Any substance that is regulated or defined as hazardous, toxic, a pollutant, or similarly restricted pursuant to Environmental Laws, including petroleum and petroleum derivatives.

“Landlord Parties” – Landlord, its members, partners, shareholders, officers, directors, managers, employees, agents, and contractors.

“Lease Year” – Each successive twelve-month period beginning on the Commencement Date (or anniversary thereof).

“Operating Expenses” – All costs incurred by Landlord for operating, maintaining, repairing, replacing, and administering the Building and Common Areas, as more fully described in Section IV.C.

“Permitted Use” – [DESCRIBE PERMITTED BUSINESS USE], and no other purpose without Landlord’s prior written consent.

“Premises” – Approximately [SQUARE FOOTAGE] rentable square feet located in the building known as [BUILDING NAME] (the “Building”) and outlined on the floor plan attached as Exhibit B.

“Rent” – Collectively, Base Rent and Additional Rent.

“Tenant Improvement Allowance” – [$ AMOUNT] (if any), to be applied as provided in Exhibit C.

“Tenant Parties” – Tenant, its Affiliates, subtenants, licensees, customers, invitees, employees, agents, and contractors.

“Term” – The period commencing on the Commencement Date and ending on the Expiration Date, as set forth in Section II.C, subject to earlier termination as provided herein.

[// GUIDANCE: Add additional defined terms as needed for your transaction.]

III. OPERATIVE PROVISIONS

A. Demise and Acceptance

1. Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon the terms herein.
2. Tenant accepts the Premises “AS IS,” except for Landlord’s obligation (if any) to perform the Landlord Work identified in Exhibit C.
3. Possession prior to the Commencement Date for fixturing or other preparatory work shall be subject to all Lease terms, except that Base Rent shall not accrue until the Commencement Date.

B. Term

1. Length. The Term shall be [X] years, commencing on the Commencement Date and expiring at 11:59 p.m. on the Expiration Date.
2. Renewal. Tenant shall have [NUMBER] successive option(s) to renew for [LENGTH] each, exercisable by written notice delivered at least [TIME] prior to the then-current Expiration Date, conditioned on (a) no Event of Default and (b) Tenant accepting Base Rent at [__% OF FMV OR OTHER FORMULA].

IV. RENT AND OTHER CHARGES

A. Base Rent

Tenant shall pay Base Rent to Landlord in monthly installments, without set-off or deduction, in advance on or before the first calendar day of each month, in the following amounts:

[// GUIDANCE: Insert customary escalation schedule or CPI adjustment, if any.]

B. Additional Rent

1. Taxes. Tenant shall pay its Proportionate Share of all real estate taxes, assessments, and governmental impositions (“Taxes”) levied against the Land or Building.
2. Operating Expenses. Tenant shall pay its Proportionate Share of Operating Expenses as further defined in Section IV.C.
3. Utilities. Tenant shall timely pay all charges for electricity, gas, water, sewer, telecommunications, and other utilities supplied to the Premises.

C. Late Payment; Interest

Any Rent not received within [5] days after due shall accrue a late fee of [5]% of the overdue amount plus interest at [THE LESSER OF (a) 12% PER ANNUM OR (b) THE MAXIMUM RATE PERMITTED BY LAW], compounding monthly.

D. Security Deposit

Upon execution, Tenant shall deliver a security deposit in the amount of [$ AMOUNT] (the “Security Deposit”), to be held and applied by Landlord in accordance with this Lease and applicable WV law.

V. TAXES; UTILITIES; OPERATING EXPENSES

[// GUIDANCE: Provide detailed cost-sharing mechanics. Ensure that “double-dipping” exclusions are clear and that capital expenditures are amortized.]

A. Calculation of Proportionate Share – Tenant’s “Proportionate Share” is [SF RENTABLE PREMISES ÷ SF RENTABLE BUILDING], currently estimated at [__]%, subject to adjustment upon re-measurement.

B. Exclusions – Operating Expenses expressly exclude: (i) principal and interest on debt, (ii) depreciation, (iii) costs reimbursed by insurance or other tenants, (iv) costs attributable solely to other space.

C. Annual Reconciliation – Within 120 days after each Lease Year, Landlord shall provide an itemized statement. Overpayments shall be credited against the next Rent; deficiencies shall be paid within 30 days.

VI. ALTERATIONS; MAINTENANCE; REPAIRS

A. Tenant Improvements – Tenant shall construct its initial improvements in accordance with Exhibit C at its sole cost less the Tenant Improvement Allowance, complying with all applicable codes and obtaining Landlord’s prior written approval of plans and contractors.

B. Maintenance & Repairs
1. Tenant, at its expense, shall keep the Premises (including HVAC dedicated to the Premises), all doors, windows, interior plumbing, wiring, and equipment in good order and repair.
2. Landlord shall maintain structural elements, roof, exterior walls, and Building systems not exclusively serving the Premises, the cost of which shall be included in Operating Expenses except for capital replacements (amortized as allowed herein).

C. Compliance – Tenant shall comply with all laws, ordinances, building codes, and insurance requirements, specifically including WV commercial building and fire codes and any accessibility laws.

VII. ENVIRONMENTAL COMPLIANCE

A. Tenant Covenants
1. No Hazardous Materials shall be brought onto the Premises except customary office and cleaning supplies in reasonable quantities and in compliance with Environmental Laws.
2. Tenant shall promptly notify Landlord of any reportable release, spill, or violation.
3. Tenant shall remediate, at its sole expense, any contamination caused by Tenant Parties, in accordance with Environmental Laws and to Landlord’s satisfaction.

B. Landlord Warranty – Landlord represents, to its actual knowledge and except as disclosed in Exhibit D, that it has received no written notice of any existing violation of Environmental Laws relating to the Premises.

[// GUIDANCE: Consider attaching a Phase I environmental site assessment summary as Exhibit D.]

VIII. INSURANCE

A. Tenant Insurance – At all times, Tenant shall maintain:
1. Commercial General Liability – [$ 1,000,000] per occurrence / [$ 2,000,000] aggregate, naming Landlord Parties as additional insureds;
2. Property/Business Interruption – Special form (all-risk) covering Tenant’s property, improvements, and inventory, at replacement cost;
3. Workers’ Compensation – Statutory limits;
4. Employer’s Liability – [$ 500,000].

B. Landlord Insurance – Landlord shall maintain property insurance for the Building at replacement cost (excluding foundations and land) and may maintain liability insurance covering the Common Areas.

C. Waiver of Subrogation – Each party waives and shall cause its insurers to waive subrogation rights against the other to the extent of insurance proceeds.

IX. ASSIGNMENT & SUBLETTING

A. Restriction – Tenant shall not assign this Lease or sublet any part of the Premises (each, a “Transfer”) without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

B. Recapture – Landlord may, by notice within 30 days after Tenant’s Transfer request, terminate this Lease with respect to the space proposed to be Transferred.

C. Conditions – No Transfer shall release Tenant, and Tenant and any transferee shall be jointly and severally liable. Any Transfer in breach of this Section is void.

[// GUIDANCE: WV law does not prohibit reasonable anti-assignment provisions in commercial leases. Ensure consistency with any lender’s requirements.]

X. DEFAULTS AND REMEDIES

A. Events of Default

1. Monetary: Tenant fails to pay any Rent when due and such failure continues for five (5) days after written notice.
2. Non-Monetary: Tenant violates any non-monetary covenant and fails to cure within thirty (30) days after notice, or sooner if an emergency threatens life or property.
3. Insolvency: Tenant becomes insolvent, admits inability to pay debts, makes an assignment for creditors, or a bankruptcy petition is filed and not dismissed within sixty (60) days.
4. Illegal Use: Tenant’s use of the Premises is illegal or endangers persons or property.

B. Landlord Remedies

Subject to applicable WV commercial eviction procedures (including, without limitation, W. Va. Code ch. 55, art. 3), upon an Event of Default Landlord may, at its election:
1. Terminate Lease and recover damages;
2. Re-enter and repossess the Premises, with or without terminating;
3. Accelerate all Rent through the Expiration Date, discounted to present value at [6%] per annum;
4. Perform Tenant’s obligations on Tenant’s behalf and at Tenant’s cost;
5. Seek injunctive relief, specific performance, and summary eviction;
6. Recover all attorneys’ fees and costs incurred in enforcement.

C. Tenant Default Cure Rights – Notwithstanding the foregoing, if Landlord reasonably determines that nature of default cannot be cured within the stated period, Tenant shall have an additional reasonable time (not to exceed sixty (60) days) so long as it commences cure promptly and diligently proceeds.

D. Landlord Default – If Landlord fails to perform any covenant within thirty (30) days after Tenant’s notice (or such longer period as reasonably required if cure is commenced promptly), Tenant may, as its sole remedy, perform such obligation and offset reasonable out-of-pocket costs against the next installments of Rent, capped at two (2) months’ Base Rent in any Lease Year.

XI. RISK ALLOCATION; INDEMNIFICATION; LIABILITY LIMITATION

A. Tenant Indemnity – Tenant shall indemnify, defend, and hold harmless Landlord Parties from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from (i) the use or occupancy of the Premises by Tenant Parties, (ii) any breach of this Lease by Tenant, and (iii) the negligence or willful misconduct of Tenant Parties, except to the extent caused by the gross negligence or willful misconduct of Landlord Parties.

B. Landlord Indemnity – Landlord shall indemnify Tenant for bodily injury or property damage occurring in the Common Areas caused by the negligence or willful misconduct of Landlord Parties, to the extent not covered by required insurance.

C. Liability Cap – The aggregate liability of Landlord under this Lease shall not exceed [CAP: E.G., 12 MONTHS’ BASE RENT / $ AMOUNT / “NO CAP”], except for claims arising from Landlord’s gross negligence or willful misconduct.

D. Consequential Damages – Neither party shall be liable for consequential, special, or punitive damages, except those payable under an indemnity for third-party claims.

XII. DISPUTE RESOLUTION

A. Governing Law – This Lease and any disputes hereunder shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to conflict-of-laws rules.

B. Forum Selection – Each party submits to the exclusive jurisdiction of the state courts sitting in [COUNTY, WV] (or, if those courts lack subject-matter jurisdiction, the federal court for the Southern District of West Virginia).

C. Optional Arbitration – If the parties so elect by checking the box below, any dispute (except actions for eviction, injunctive relief, or enforcement of landlord’s lien rights) shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

☐ Arbitration Agreed | ☐ Arbitration Declined

D. Jury Trial Waiver (Optional) – [INCLUDE / OMIT] THE PARTIES HEREBY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS LEASE.

E. Injunctive Relief – Notwithstanding Section XII.C, Landlord may at any time seek temporary, preliminary, or permanent injunctive relief, specific performance, or summary eviction in accordance with WV law.

XIII. CASUALTY; CONDEMNATION

A. Casualty – If the Premises are damaged by fire or other casualty:
1. Minor Damage (restoration ≤ 180 days) – Landlord shall restore with commercially reasonable diligence; Rent abates proportionally.
2. Major Damage (restoration > 180 days) – Either party may terminate by notice within 30 days following Landlord’s restoration estimate.
3. Uninsured Casualty – Landlord may terminate if insurance proceeds (plus deductible) are insufficient.

B. Condemnation – If all or a material portion (≥ 25%) of the Premises is taken by eminent domain, either party may terminate as of the taking date; otherwise, Rent abates equitably. Condemnation awards belong to Landlord, except Tenant may claim relocation expenses and compensation for its personal property.

XIV. EARLY TERMINATION; SURRENDER; HOLDING OVER

A. Early Termination Right – [INCLUDE / OMIT] Tenant may terminate after [X] years by providing [MINIMUM 180-DAY] notice and paying an early termination fee equal to [N] months’ then-current Base Rent plus unamortized leasing costs.

B. Surrender – On expiration or earlier termination, Tenant shall surrender the Premises broom-clean, free of Tenant’s personal property, with all building systems in good working order (reasonable wear excepted), and shall remove Hazardous Materials.

C. Holding Over – Any holdover without Landlord’s consent shall constitute a tenancy at sufferance, with Base Rent at 150% of the last monthly rate, plus liability for all consequential damages suffered by Landlord.

XV. GENERAL PROVISIONS

A. Amendments & Waivers – No amendment or waiver is binding unless in a writing signed by both parties. A waiver on one occasion is not a waiver on any other occasion.

B. Notices – All notices shall be in writing and deemed delivered (i) upon personal delivery, (ii) one Business Day after being sent by nationally recognized overnight courier, or (iii) three Business Days after being mailed by certified mail, return receipt requested, postage prepaid, to the addresses first set forth above (or such other address designated by notice).

C. Successors & Assigns – This Lease binds and inures to the benefit of the parties and their respective successors and permitted assigns.

D. Severability – If any provision is invalid or unenforceable, the remainder of the Lease shall continue in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its intent.

E. Entire Agreement – This Lease (including its Exhibits) constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements.

F. Counterparts & Electronic Signatures – This Lease may be executed in counterparts (including via electronic or facsimile signature), each of which is deemed an original and together constitute one instrument.

G. Interpretation – Headings are for convenience only. “Including” means “including without limitation.” Drafting presumption is waived; the Lease shall not be construed against either party by reason of authorship.

H. Force Majeure – Neither party shall be liable for failure to perform caused by events beyond its reasonable control (excluding financial inability), provided it gives prompt notice and uses diligent efforts to resume performance.

XVI. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Lease as of the Effective Date.

LANDLORD:
[LANDLORD LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: _________

TENANT:
[TENANT LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: _________

[Notary acknowledgment blocks to be added if required by WV recording statutes.]

EXHIBITS

Exhibit A – Legal Description of Land
Exhibit B – Floor Plan of Premises
Exhibit C – Work Letter / Tenant Improvement Allowance
Exhibit D – Environmental Disclosure (if applicable)

[// GUIDANCE:
1. Recording – WV does not require full leases to be recorded; parties may elect to record a Memorandum of Lease (short form) in the county land records.
2. Mechanics’ Liens – Consider adding statutory notice language protecting Landlord from liens arising out of Tenant’s work.
3. Eviction Proceedings – Commercial evictions in WV proceed under W. Va. Code ch. 55, art. 3 (unlawful detainer) with five-day summons. Provisions above preserve Landlord’s ability to pursue summary eviction.
4. Insurance Certificates – Obtain COIs naming “Landlord, its affiliates, and property manager” as additional insureds on a primary and non-contributory basis.
5. Environmental – For industrial users, expand Section VII (e.g., SPCC requirements, waste manifests).
6. Cross-References – Verify Exhibit lettering and defined terms after customization.
]