RENTAL AGREEMENT FORM (COMPREHENSIVE-FOR TENANTS)

This Rental Agreement Form covers landlords renting real estate to tenants, and explains leased premises, invitees, rent, security deposit, permitted use, brokers, quiet enjoyment, subleases, disclaimers, altering the leased premises, entry of leased premises by the landlord, landlord responsibilities, limitation of liability, indemnification, term and termination, option to extend the term, holding over, force majeure, publicity, and general boilerplate for a rental agreement form.

Party 1 (You)

Name / Company

Individual / Company

Address 1

Address 2

City

State/Province

Zip

And Party 2 (Them)

Name / Company

Individual / Company

Address 1

Address 2

City

State/Province

Zip

Related Contracts

Lease (Simple-For Landlords)

Lease Agreement (Comprehensive-For Landlords)

Rental Agreement (Simple-For Tenants)

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1 Leased Premises - Address

LEASED PREMISES - ADDRESS - What is the address for the Leased Premises (including any building, floor or suite information, if applicable)?

2 Leased Premises - Square Footage

LEASED PREMISES - SQUARE FOOTAGE - What is the square footage for the Leased Premises?

3 Parking and Additional Areas

LEASED PREMISES - PARKING AND ADDITIONAL AREAS - Is parking provided and are any additional areas included in the Leased Premises?

Is parking provided?

Yes.

	Parking spots. The following number of parking spots are provided as part of the Leased Premises, and are located as follows: Please describe the number and location of parking spots.
	I will specify. Parking is provided as follows: Please describe the parking arrangement provided.

No.

Are any additional areas provided as part of the Leased Premises?

	Common access with other Building tenants. The Leased Premises include common access, with all other tenants in the Building, to the following area(s): Please describe the additional area(s), such as landscaped areas, roadways, or driveways.
	Exclusive access. The Leased Premises exclusively include the following area(s), which shall not be accessible to any other tenants in the Building: Please describe the additional area(s), such as landscaped areas, roadways, or driveways.
	Attach a site plan as an exhibit describing the Leased Premises, including any additional areas. (IF YOU SELECT THIS OPTION, THEN SCROLL IN THE RIGHT HAND PANEL TO THE END OF THE AGREEMENT, CLICK UNDERNEATH THE SIGNATURES, TYPE "EXHIBIT" AND PASTE IN YOUR ADDITIONAL AREA DESCRIPTION). The Leased Premises include the area(s) described in the attached exhibit.
	No.

4 Rent and Security Deposit

RENT AND SECURITY DEPOSIT (Party-1 Tenant) - Describe the rent and the security deposit.

Is the rent paid monthly or annually?

	Monthly. Party-1 agrees to pay the following rent to Party-2 in advance on a monthly basis: How much is the monthly rent?
	Annually. Party-1 agrees to pay the following rent to Party-2 in advance on an annual basis: How much is the annual rent?

When is the rent due?

	Monthly rent: first day of the month. Party-1 agrees to pay the rent to Party-2 on the first day of each month during the Term.
	Annual rent: Effective Date. Party-1 agrees to pay the rent to Party-2 on the Effective Date and each anniversary of the Effective Date during the Term.
	I will specify. The rent is due as follows: When is the rent due?

Is there a security deposit?

Yes.

Party-1 agrees to provide the following security deposit to Party-2 on the Effective Date:

What is the amount of the security deposit?

What is required for return of the security deposit?

Leased Premises left in original condition.

At the end of the Term, Party-1 agrees to leave the Leased Premises broom-clean and in the same condition as provided to Party-1 on the Effective Date, as well as improved by Party-2 during the Term, except for normal wear and tear. Party-1 is not required to meet this condition to the extent Party-1's failure to do so is due to Party-2, a third party who is not Party-1's agent or subcontractor, or a force majeure event. Once Party-1 satisfies this requirement, Party-2 must then return the security deposit to Party-1.

I will specify.

Once the following requirement is satisfied, Party-1 must then return the security deposit to Party-2:

What must be done before the security deposit will be returned?

No.

There is no security deposit under this Agreement.

5 Permitted Use

PERMITTED USE - What is the permitted use?

	I will specify the use. Please specify the use:
	Any legal use. the Leased Premises may be used in any way permitted by applicable Law.

6 Brokers

BROKERS - Are any brokers or realtors owed a fee in connection with this Agreement?

	No. 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.
	Yes, Party-1 pays the fee. Party-1 agrees to pay all fees owed to the following brokers, realtors, finders or agents in connection with this Agreement: Please enter the name here:
	Yes, Party-2 pays the fee. Party-2 agrees to pay all fees owed to the following brokers, realtors, finders or agents in connection with this Agreement: Please enter the name here:

7 Sublease

SUBLEASE (Party-1 Tenant) - Can Party-1 sublease the Leased Premises?

No subleases without landlord consent.

Despite any contrary provision, Party-1 may not sublease the Leased Premises without Party-2's prior written consent.

Subleases allowed.

Despite any contrary provision, Party-1 may sublease all or a portion of the Leased Premises to a third party. However, Party-1: (i) 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; (ii) 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 (iii) may not have more than one (1) sublicensee at any time.

8 Alterations Timing

ALTERATIONS TIMING - When can the tenant, or tenant's contractors, alter or renovate the Leased Premises?

	9:00 a.m. to 5:00 p.m. from Monday through Friday, excluding holidays. 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.
	I will specify. When?

9 Surrender of Leased Premises - Fixtures

SURRENDER OF LEASED PREMISES - FIXTURES - At the end of the Term, do the fixtures become part of the Leased Premises, or must the fixtures be removed?

	Fixtures become part of the Leased Premises. (excluding fixtures, which remain part of the Leased Premises)
	Fixtures are to be removed. (including fixtures, which are not part of the Leased Premises)

10 Surrender of Leased Premises - Personal Property Removal

SURRENDER OF LEASED PREMISES - PERSONAL PROPERTY REMOVAL - How long does tenant have to remove personal property after receiving notice from landlord requiring tenant to do so?

	10 days. ten (10) days
	30 days. thirty (30) days
	I will specify. How long?

11 Entry of Leased Premises

ENTRY OF LEASED PREMISES BY LANDLORD (Party-1 Landlord)

At what time of day can the Leased Premises by entered?

	At a reasonable time. at reasonable times
	At any time. at any time, day or night,
	From 9:00 a.m. to 5 p.m. during week days. from 9:00 a.m. to 5 p.m. during week days
	I will specify when. When?

How much advance notice must be provided before entering the Leased Premises?

	Reasonable advance notice. after giving reasonable advance notice
	1 day prior notice. after giving one (1) day advance notice
	5 days prior notice. after giving five (5) days advance notice
	30 days prior notice. after giving thirty (30) days advance notice
	I will specify how much notice. How much?

15 Indemnification by Party-2 (Leased Premises)

INDEMNIFICATION (Leased Premises) (Party-2 Indemnifies/Landlord) - What do I want Party-2 to indemnify Party-1 for?

	Bodily injury, death, tangible property damage and theft, plus the above option. (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.
	Failure of the Leased Premises to conform to the Agreement, plus the above option. (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: (a) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-2's negligent or willful acts and omissions; or (b) failure of the Leased Premises to conform with the requirements of this Agreement.
	Breach of the Agreement, plus the above options. (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: (a) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-2's negligent or willful acts and omissions; (b) failure of the Leased Premises to conform with the requirements of this Agreement; or (c) Party-2's breach of this Agreement.

16 Indemnification by Party-1 (Leased Premises)

INDEMNIFICATION (Leased Premises) (Party-1 Indemnifies/Tenant) - What do I want Party-1 to indemnify Party-2 for?

Bodily injury, death, tangible property damage and theft, plus the above option.

(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.

Breach of the Agreement, plus the above option.

(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: (a) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party-1's negligent or willful acts and omissions; or (b) Party-1's breach of this Agreement.

17 Term

TERM - LENGTH - How long is the term of the agreement?

Term length in years.

How many years do I want?

	1 year 1 year
	2 years 2 years
	3 years 3 years

I will specify how long.

How long?

18 Evergreen

TERM - EVERGREEN - Will the agreement automatically renew or not?

Yes, I want the term to renew automatically for additional consecutive 1 year terms until either party gives notice that the term ends 30 days before the year is over.

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.

Any renewal term shall be mutually agreed to by the parties in writing.

19 Term - Option to Extend

TERM - OPTION TO EXTEND - Is there an option to extend the Term?

Who has the option to extend the Term?

	Party-1. At least ninety (90) days prior to the end of the initial Term, Party-1 has the right to extend the Term, by notice to Party-2, for the following additional period of time: For how long?
	Party-2. At least ninety (90) days prior to the end of the initial Term, Party-2 has the right to extend the Term, by notice to Party-1, for the following additional period of time: For how long?
	Either party. At least ninety (90) days prior to the end of the initial Term, either party, by notice to the other party, may extend the Term for the following additional period of time: For how long?
	None. INTENTIONALLY LEFT BLANK BY THE PARTIES.

Is there only one option to extend the Term or are there additional options?

	One additional option. At least ninety (90) days prior to the end of the extended Term, the party that exercised the first option to extend may exercise a second option to extend the Term for the same amount of time as the first option.
	Multiple additional options. At least ninety (90) days prior to the end of the extended Term, the party that exercised the first option to extend may exercise the following number of multiple and successive additional options to extend the Term (each for the same amount of time as the first option): How many options?
	None.

20 Termination for Convenience

TERMINATION FOR CONVENIENCE - Do I want to terminate the agreement at any time for any reason or no reason with thirty (30) days prior notice?

Yes

	Both parties can terminate for convenience. (e) Termination for Convenience. This Agreement may be terminated at any time by either party for its convenience, with or without cause, and for any reason or no reason, effective upon the non-terminating party's receipt of notice.
	Just Party-1 can terminate for convenience. (e) Termination for Convenience. This Agreement may be terminated at any time by Party-1 for its convenience, with or without cause, and for any reason or no reason, effective upon Party-2's receipt of notice.

21 Force Majeure

FORCE MAJEURE - LEASE - If a Force Majeure Event occurs, can the Agreement be terminated, or will just rent no longer be required to be paid?

Agreement can be terminated.

However, should any failure to perform or delay in performance due to a Force Majeure Event last longer than thirty (30) days, or should three (3) Force Majeure Events apply to the performance of a party during any calendar year, the party not subject to the Force Majeure Event may terminate this Agreement by notice to the party subject to the Force Majeure Event.

Rent does not have to be paid.

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.

22 Subcontractors

SUBCONTRACTORS - Can one or both of the parties subcontract any responsibilities?

	Party-1 can subcontract with Party-2's consent, and Party-2 can subcontract without Party-1's consent. Party-1 may not subcontract any obligation under this Agreement without Party-2's prior written consent. Party-2 can subcontract without Party-1's consent. Each party is responsible for its subcontractors' compliance with and breach of this Agreement as if the subcontractors' acts and omissions were the party's own.
	Party-2 can subcontract with Party-1's consent, and Party-1 can subcontract without Party-2's consent. Party-2 may not subcontract any obligation under this Agreement without Party-1's prior written consent. Party-1 can subcontract without Party-2's consent. Each party is responsible for its subcontractors' compliance with and breach of this Agreement as if the subcontractors' acts and omissions were the party's own.
	Either party can subcontract with the other party's consent. Neither party can subcontract any obligation under this Agreement without the other party's prior written consent. Each party is responsible for its subcontractors' compliance with and breach of this Agreement as if the subcontractors' acts and omissions were the party's own.
	Both parties can subcontract without the other party's consent. Both parties are free to subcontract their obligations under this Agreement. Each party is responsible for its subcontractors' compliance with and breach of this Agreement as if the subcontractors' acts and omissions were the party's own.
	No subcontracting. The parties may not subcontract any of their obligations under this Agreement.

23 Governing Law

GENERAL - GOVERNING LAW - Which state or country's laws govern this contract?

24 Forum, Venue or Jurisdiction

GENERAL - FORUM - Which state or country is the forum for this contract?

25 Assignment

GENERAL - ASSIGNMENT - Do I want both parties to be able to assign this Agreement, just Party-1, or not allow any assignments?

Both parties.

Broad right to assign.

Any of the parties may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party.

Limited right to assign to a third party buying a party's (to this Agreement) shares or assets.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by any party in whole or in part without the prior written consent of the other party (or parties). Any transfer, assignment, delegation or sublicense by a party without such prior written consent is invalid. However, any party may assign this Agreement to a third party purchasing: (a) majority control of the party's equity shares; or (b) all or substantially all of either (i) a party's assets or (ii) the assets of the party's relevant business unit under this Agreement.

Just Party-1.

Broad right to assign.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Party-2 in whole or in part without the prior written consent of Party-1. Any transfer, assignment, delegation or sublicense by Party-2 without Party-1's prior written consent is invalid. Party-1 may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party.

Limited right to assign to a third party buying a party's (to this Agreement) shares or assets.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Party-2 in whole or in part without the prior written consent of Party-1. Any transfer, assignment, delegation or sublicense by Party-2 without Party-1's prior written consent is invalid. Party-1 may assign this Agreement. Party-1 may assign this Agreement to a third party purchasing all or substantially all of Party-1's assets or the assets of the relevant Party-1 business unit under this Agreement.

No assignments.

This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by either party in whole or in part without the prior written consent of the other party. Any transfer, assignment, delegation or sublicense by a party without the other party's prior written consent is invalid.

The address should be as exact as possible, including building number, floor, suite, and any other information needed to avoid a later dispute as to the location being acceptable to both the landlord and the tenant.

It is important to specify the square footage of the Leased Premises to avoid later disputes about the size of the rented space.

It is important to clearly indicate how parking will or will not be handled, and whether any additional space is included, such as landscaped areas, roadways, driveways.

The parties should clearly state whether the rent is paid monthly or annually, when the rent is due, whether or not a security deposit is required, and what must be done before the security deposit will be returned.

"Permitted Use" limits the tenant to using the leased premises for a particular need so that the landlord can ensure that the premises are suitable for the tenant and the tenant does not use the premises in any way that could cause problems for the landlord or any other tenants.

Sometimes a broker or realtor will represent the landlord, or the tenant, in arranging the lease. In that case, it is important to clearly specify which party is responsible for paying the commission.

Sometimes a tenant wants to sublease the Leased Premises to a third party, particularly if the tenant wants to move before the Term has ended, or no longer needs to use the entire Leased Premises space.

From time to time, the tenant may want to alter the Leased Premises, such as putting in a new electrical system, installing new windows, or renovating a kitchen or bath. Usually these kinds of alterations are approved in advance by the landlord, and are required to be performed during certain times designed to minimize the impact to other tenants in the Building.

A "fixture" is anything that is affixed to the Leased Premises so that it can be thought of as part of the premises. A fixture is usually cemented, plastered, bolted, nailed or screwed to the premises, such as a newly installed sink. When the tenant leaves the Leased Premises (often called "surrenders") at the end of the lease agreement, the agreement normally makes clear whether any fixtures installed by tenant are now the property of the landlord, or need to be removed by the tenant. Usually fixtures become the property of the landlord.

All personal property of the tenant (e.g., furniture) should be removed prior to the end of the Term. However, from time to time a landlord may find that the tenant left personal property after the end of the Term. In this situation, normally the landlord gives the tenant notice to remove the personal property within a certain number of days, and, if the tenant fails to do so, then the landlord will take ownership of the property and may dispose of it.

From time to time, the landlord needs to enter the Leased Premises to make repairs or show the Leased Premises to possible future tenants.

The landlord is generally responsible for providing heating, ventilation and air conditioning, electricity, hot and cold water, Building maintenance,

"Limitation of Liability" is a provision used to limit the kinds of damages a company could be liable for if sued. Parties often want to limit their liability for "Consequential Damages" which usually involves damages that are much larger than the money owed under the contract, and include lost profits and punitive damages. Parties may also want to impose a hard cap on their liability. For instance, a party could state that it won't be liable for more than $10,000, or for more than the fees under the contract.

"Limitation of Liability" is a provision used to limit the kinds of damages a company could be liable for if sued. Parties often want to limit their liability for "Consequential Damages" which usually involves damages that are much larger than the money owed under the contract, and include lost profits and punitive damages. Parties may also want to impose a hard cap on their liability. For insance, a party could state that it won't be liable for more than $10,000, or for more than the fees under the contract.

"Indemnification" and "Limitation of Liability" both focus on parties' responsibilities in disputes. "Limitation of Liability" covers disputes between the parties who sign the agreement. "Indemnification" focuses on a dispute where a third party sues a party who signed the agreement, and the suit was caused by the other signing party's conduct. If this other signing party is required to "indemnify" the party being sued, that means this other party has to pay the legal fees and any damages awarded or settlement amounts.

The "Term" means how long the contract will be in force.

An "Evergreen" term, also referred to as an "Automatic Renewal" means that once the term comes to a certain date in the future, it automatically extends for an additional time period or repeated additional time periods until either party sends notice that the term does not renew anymore.

An "option to extend" the Term gives one party the right to extend the Term beyond the initial date that the Term expires.

"Termination for Convenience" means a party's right to terminate the agreement at any time for any reason at all (or even no reason), and is usually accompanied by advance written notice.

A "Force Majeure" event is an event that occurs which causes the landlord or tenant to be unable to comply with the Agreement, and the event is beyond the landlord or tenant's reasonable control. An example would be a tree falling on the roof in a thunderstorm and causing the roof to leak, causing ongoing water damage in the apartment. Typically, the landlord is responsible for addressing this problem as soon as reasonably possible, and failing to do so results in either the tenant being able to terminate the Agreement, or the tenant not having to pay rent until the problem is redressed.

A "Subcontractor" is a third party who one of the signing parties wants to perform some of its responsibilities under the Agreement, such as providing a Service or Deliverable.

The "Governing Law" is the particular state or country's laws that you choose to apply to this contract. Often times, the governing law is the state or country within which one or both of the parties have a main office, or where they are conducting business under the contract.

"Forum", "Venue" or "Jurisdiction" refers to where disputes between the parties must be litigated. Often the parties will still be free to seek injunctions or other temporary relief outside of the forum as they see fit.

"Assignment" means the right to transfer the contract, or a right or obligation under the contract, to a third party. Usually, this is prohibited or limited to a third party buying the shares or assets of a party to the contract.

Comments:

[WARNING: THIS AGREEMENT AND ALL QUESTIONS ARE OFFERED AS SAMPLES ONLY. USE OF THIS AGREEMENT IS BY YOU AT YOUR DIRECTION, IS NOT DIRECTED BY WHICHDRAFT.COM, AND IN NO WAY CONSTITUTES LEGAL ADVICE. WHICHDRAFT.COM RECOMMENDS THAT ANYONE ENTERING INTO A CONTRACT CONSULT AN ATTORNEY FOR LEGAL ADVICE. THE COPYRIGHT IN THIS CONTRACT IS OWNED BY RADIO FREE CONTRACTS LLC.]

LEASE AGREEMENT

This Lease Agreement ("Agreement") is made as of March 11, 2010 (the "Effective Date") between , an individual with an address at , , ("Party-1"), and , a company with an address at , , ("Party-2").

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: ________________________________