RENTAL AGREEMENT FORM (COMPREHENSIVE-FOR TENANTS)

This Agreement describes Party-1's rental of the Leased Premises to Party-2.

Party-1 and Party-2 therefore agree as follows:

1. DEFINITIONS. 

(a) "Building" means the Building containing any and all Leased Premises.

(b) "Government Authority" means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of the United States of America or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality, territory, protectorate or possession.

(c) "Law" means all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any Government Authority.

(d) "Leased Premises" means the premises with the address and square footage described in this Agreement.

2. LEASED PREMISES, RENT AND SECURITY DEPOSIT, PERMITTED USE, BROKERS, QUIET ENJOYMENT AND SUBLEASES.

(a) Leased Premises.  Party-2 leases the Leased Premises to Party-1 under this Agreement.  The Leased Premises are located at the following address: TEXTFIELD [QR-169].  The Leased Premises consist of the following square footage: TEXTFIELD [QR-168].  [QR-172]

(b) Rent and Security Deposit.   Party-1 agrees to pay the following rent to Party-2 in advance on a monthly basis: Party-1 agrees to pay the rent to Party-2 on the first day of each month during the Term. Party-1 agrees to provide the following security deposit to Party-2 on the Effective Date: [QR-171] Party-2's collection of any partial payment of rent does not constitute an accord and satisfaction, and Party-2 is not prejudiced in collecting the proper amount due.

(c) Permitted Use.  Party-1 may only use the Leased Premises as follows: [QR-174]

(d) Brokers. Each party represents and warrants to the other that it has not had any dealings with any brokers, realtors, finders or agents in connection with this Agreement. [QR-196]

(e) Quiet Enjoyment.  Party-2 covenants that Party-1 will quietly hold, occupy and enjoy the Leased Premises.

(f) Sublease. Despite any contrary provision, Party-1 may sublease all or a portion of the Leased Premises to a third party. However, Party-1: (a) must first require the sublicensee in writing to comply with all of the requirements of this Agreement that apply to Party-1, and to acknowledge that the sublicensee cannot further sublicense the Leased Premises; (b) is responsible for its sublicensees' compliance with and breach of this Agreement as if the sublicensees' acts and omissions were the Party-1's own; and (c) may not have more than one (1) sublicensee at any time. [QR-194]

(g) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PARTY-1 AND PARTY-2 EACH MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OR COVENANTS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3. ALTERING THE LEASED PREMISES.  From time to time Party-1 may want to alter the Leased Premises.  Some alterations may affect the structural floor system, load bearing walls, framing, the Building (other than the Leased Premises), Building mechanical systems, the exterior walls or roof, or may require a permit or approval from a Government Authority.  All of these alterations require the prior written approval of Party-2.  Party-1 will construct all approved alterations or alterations not requiring Party-2's approval or cause all such alterations to be constructed: (a) promptly by a contractor selected by Party-1 and reasonably acceptable to Party-2, (b) in a good and workmanlike manner, and (c) during the hours of 9:00 a.m. to 5:00 p.m. from Monday through Friday, excluding any national holidays when the majority of federal Government Authority offices are closed. [QR-191].  Party-1 will keep the Leased Premises and the Building free from any liens arising out of any alterations approved by Party-2.

4. SURRENDER OF LEASED PREMISES.  Prior to the end of the Term, Party-1 must remove all personal property (excluding fixtures, which remain part of the Leased Premises) [QR-176] from the Leased Premises at Party-1's sole cost and expense.  Party-1 shall, at its expense, promptly repair any damage caused by removal.  If Party-1 fails to remove all personal property from the Leased Premises within ten (10) days [QR-177] following Party-1's receipt of Party-2's notice demanding removal and describing the property, then the personal property is deemed to be abandoned, and ownership, title and risk of loss in the abandoned personal property transfers to Party-2, who may retain the personal property or dispose of it and invoice Party-1 for the costs of disposal.  


5. ENTRY OF LEASED PREMISES BY LANDLORD.  Party-2, its agents and any mortgagee of the Building, shall have the right to enter any part of the Leased Premises at reasonable times after giving reasonable advance notice [QR-181] (except in the case of emergency when no notice shall be required) for the purposes of examination or inspection, showings for prospective purchasers, mortgagees or tenants, or making repairs, alterations or improvements to the Leased Premises or the Building as Party-2 may deem reasonably necessary or as required by applicable Law.

6. LANDLORD RESPONSIBILITIES.  Party-2 must provide the following to Party-1: Heating, ventilation and air conditioning ("HVAC") to provide a reasonably comfortable environment in the Leased Premises (with appropriate controls for the Leased Premises) and all common areas of the Building. [QR-189]

7. LIMITATION OF LIABILITY.  THIS LIMITATION OF LIABILITY PROVISION APPLIES IN THE AGGREGATE AND NOT ON A PER CLAIM BASIS, WHETHER ANY DAMAGES ARE CHARACTERIZED IN TORT, NEGLIGENCE, CONTRACT, OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY. THIS LIMITATION OF LIABILITY PROVISION DOES NOT LIMIT A PARTY'S LIABILITY FOR GROSS NEGLIGENCE, INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY REQUIREMENTS, INTENTIONAL MISCONDUCT, INTENTIONAL TORTS AND INTENTIONAL VIOLATIONS OF LAW. NEITHER PARTY IS LIABLE TO THE OTHER OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT. [QR-33]  EACH PARTY'S LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THE CLAIM AROSE. [QR-34]

8. INDEMNIFICATION. The term "Claim" means any claim, suit or action by any third party, and the term "Losses" means any damages awarded and fines assessed in any Claim by a court of competent jurisdiction or pursuant to an arbitration proceeding, any amounts due under Claim settlement, and any other costs or expenses incurred in complying with any injunctive or equitable relief or any settlement requirements.

(a) Party Indemnification.

(i) Indemnification by Party-2. Upon receipt of notice from Party-1 requesting Party-2 to do so, Party-2 agrees to indemnify, defend, and hold harmless Party-1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-2's negligent or willful acts and omissions. [QR-258]

(i) Indemnification by Party-1. Upon receipt of notice from Party-2 requesting Party-1 to do so, Party-1 agrees to indemnify, defend, and hold harmless Party-2 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-1's negligent or willful acts and omissions. [QR-259]

(b) Indemnification Procedures. The term "indemnifying party" means the party assuming indemnification obligations under this Agreement, and the term "indemnified party" means all parties, including any third parties, which the indemnifying party agrees to indemnify under this Agreement.

(i) Notice. The indemnified party must give the indemnifying party prompt written notice of a Claim, provided, however, that failure of an indemnified party to give prompt written notice does not relieve the indemnifying party from its indemnification obligations under this Agreement except to the extent the defense is materially prejudiced by the failure. When the indemnifying party receives notice of a Claim from an indemnified party, the indemnifying party agrees, at its sole cost and expense, to assume the defense of the Claim by representatives chosen by the indemnifying party. The indemnified party may participate in the defense of the Claim and employ counsel at its own expense to assist in the defense of the Claim, subject to the indemnifying party retaining final authority and control over the conduct of the defense.

(ii) Conduct of Defense. The indemnifying party's defense attorneys must be reasonably experienced and qualified in the areas of litigation applicable to the defense. The indemnifying party has the right to assert any defenses, causes of action or counterclaims arising from the subject of the Claim available to the indemnified party and also has the right to settle the Claim, subject to the indemnified party's prior written consent to the extent the settlement affects the rights or obligations of the indemnified party. The indemnified party agrees to provide the indemnifying party with reasonable assistance, at the indemnifying party's expense, as may be reasonably requested by the indemnifying party in connection with any defense, including, without limitation, providing the indemnifying party with information, documents, records and reasonable access to the indemnified party as the indemnifying party reasonably deems necessary. 

9. TERM AND TERMINATION.

(a) Term. The term of this Agreement (together with any renewals, the "Term") begins on the Effective Date and expires one (1) year [QR-24] later.  Immediately upon expiration this Agreement automatically renews on the same terms and conditions for additional successive periods of one (1) year on each anniversary of the Effective Date, unless either party gives the other party notice that the Agreement does not renew at least thirty (30) days before the end of the then applicable Term. [QR-18]

(i) Option to Extend Term. INTENTIONALLY LEFT BLANK BY THE PARTIES. [QR-175]

(ii) Holding Over. If Party-1 holds over and remains in the Leased Premises after the end of the Term, but continues to timely pay rent (as required by this Agreement) which is accepted by Party-2, then the Term is automatically amended to be on a month-to-month basis, and either party may terminate this Agreement on thirty (30) days prior notice.  If so terminated, Party-1 must vacate and surrender the Leased Premises to Party-2 before the end of this thirty (30) day period.  If Party-1 holds over but Party-2 rejects the rent, then Party-1 must vacate and surrender the Leased Premises to Party-2 immediately.

(b) Survival.  The following captioned sections survive any termination, expiration or non-renewal of this Agreement: "Disclaimer", "Limitation of Liability", "Indemnification", "Survival", "Publicity" and "General", as well as any other provisions expressly stating that they are perpetual or survive this Agreement.

(c) Termination for Insolvency. If either party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganization or arrangement under any Laws relating to insolvency, or if an involuntary petition in bankruptcy is filed against a party and the petition is not discharged within sixty (60) days after filing, or upon any assignment for the benefit of a party's creditors, or upon the appointment of a receiver, liquidator or trustee of any of a party's assets, or upon the liquidation, dissolution or winding up of its business (each, an "Event of Bankruptcy"), then the party affected by any Event of Bankruptcy must immediately give notice of the Event of Bankruptcy to the other party, and the other party may terminate this Agreement by notice to the affected party.

(d) Termination for Breach.  If either party breaches any provision contained in this Agreement, and the breach is not cured within thirty (30) days after the breaching party receives notice of the breach from the non-breaching party, the non-breaching party may then deliver a second notice to the breaching party immediately terminating this Agreement.

[QR-17]

10. FORCE MAJEURE.  Any failure or delay by a party in the performance of its obligations under this Agreement is not a default or breach of the Agreement or a ground for termination under this Agreement to the extent the failure or delay is due to elements of nature or acts of God, acts of war, terrorism, riots, revolutions, or strikes or other factor beyond the reasonable control of a party (each, a "Force Majeure Event"). The party failing or delaying due to a Force Majeure Event agrees to give notice to the other party which describes the Force Majeure Event and includes a good faith estimate as to the impact of the Force Majeure Event upon its responsibilities under this Agreement, including, but not limited to, any scheduling changes.  If the Force Majeure Event causes all or a portion of the Leased Premises to be unable to be used for the Permitted Use, or otherwise causes a failure to comply with this Agreement, and continues to occur for more than thirty (30) days after notice of the Force Majeure Event has been provided by one party to the other, then the rent and unused utilities abate (i.e., are not required to be paid) on a per diem (i.e., daily) basis, for each day after the notice was provided until the Agreement is complied with. [QR-190]

11. PUBLICITY.  Each party agrees to not make, publish or distribute (whether in print, electronically or otherwise) any public announcements, press releases, advertising, marketing materials or promotional materials regarding the execution or performance of this Agreement without the prior written consent of the other party.

12. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter, including, without limitation, any invoices, business forms, purchase orders, proposals or quotations. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors. The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party. Except if expressly stated, no third party is a beneficiary of this Agreement. The parties may not subcontract any of their obligations under this Agreement. [QR-63] Governing Law and Forum. All claims regarding this Agreement are governed by and construed in accordance with the Laws of TEXTFIELD [QR-27], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of Law principles, and must be litigated in TEXTFIELD [QR-28], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing. The parties acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Assignment. This Agreement binds and inures to the benefit of the parties' successors and assigns. Either party may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party. [QR-46] No Waivers, Cumulative Remedies. A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at Law or in equity, are cumulative and nonexclusive. Severability. If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Notices. All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party. Captions and Plural Terms. All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.



IN WITNESS WHEREOF, the parties execute this Agreement as of the Effective Date. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.

PARTY-1

By: __________________________________
Print Name: ___________________________
Title: ________________________________

PARTY-2

By: __________________________________
Print Name: ___________________________
Title: ________________________________