Offer to Lease Commercial Premises


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									This Offer to Lease Commercial Premises document is a binding legal agreement that
sets out the key terms of a commercial lease agreement. It is important to thoroughly
document real property transactions in writing and to ensure a clear understanding
between the parties. This document in its draft form contains numerous of the standard
clauses commonly used in these types of contracts, as well as optional language to
allow for customization to ensure the specific terms of the parties agreement are
addressed. Use this document if a landlord or property owner wants to lease out their
                                    Offer to Lease
TO:   _____ [Instruction: Insert Landlord’s name.] (the “Landlord”)
DATE: _____ [Instruction: Insert offer date.]

_____ [Instruction: Insert Tenant’s name.] (the “Tenant”) hereby offers to lease from the
Landlord the premises known municipally as _____ [Instruction: Insert legal address of
property intended to be leased.] being a _____ [Instruction: Insert brief description of
property intended to be leased, including suite number, if applicable. If additional land,
storage space, parking spaces or other areas are intended to be included in the proposed
lease, include brief description of same as well.] of approximately _____ [Instruction: Insert
approximate size of space intended to be leased, including any applicable number or size of
additional land, storage space, parking space or other areas.] (the “Premises”) in the
building [Comment: If additional premises are included other than space within a building,
conform this sentence to mention and include same.] (the “Building”) situated thereon, upon
and subject to the following terms and conditions:

1.     Term. The term of the lease (the “Term”) shall be _____ [Instruction: Insert length of
       lease term.] commencing on _____ [Instruction and Comment: Insert proposed lease
       start date. If this commencement date will be subject to some other occurrence, for
       example, certain completion status of a build out, same should be referenced here.]
       (the “Commencement Date”) through and including _____ [Instruction: Insert
       proposed lease end date.], unless otherwise terminated or extended pursuant to the terms
       of a lease to be entered into between Landlord and Tenant.

2.     Rental. The annual rental (“Rent”) for the Term shall be _____ [Instruction: Insert
       rental amount.] payable in equal monthly installments of _____ [Instruction and
       Comment: Insert monthly rental amounts. If Rent is not to be payable in equal
       monthly installments, or if Rent shall include some portion payable as a percentage
       of profits, this sentence should be conformed to reflect same. It would be advisable
       in such instance to include a Rent schedule as an attachment, incorporated by
       reference into this document.] in advance on the first day of each month commencing
       on the Commencement Date. The Tenant shall also pay all realty taxes and business
       taxes, associated with the Premises, as well as all taxes duly owed by Tenant with respect
       to its conduct of business or otherwise, to any lawful governmental entity levying such
       tax, as well as all charges for heating, water, electricity, fire insurance, public liability
       insurance, maintenance, landscaping and snow removal costs, if any, associated with the
       Premises, including all repairs to the Building (reasonable wear and tear excluded) save
       and except for structural repairs or repairs of a capital nature, it being understood that the
       Rent shall be net to the Landlord. [Comment: If any of the utility or other charges are
       not separately metered, parties will need to consider how such charges will be split.
       In certain instances, for example, in condominium situations, such charges are
       generally payable based on the pro rata share associated with the premises being
       leased. However, this type of split does not always take into consideration future use
       of a particular premises-take for instance, a spa being operated within a
       condominium. Based on the nature of its use, a spa would naturally use more hot
     water than perhaps its pro rata share would normally account for, and therefore, in
     an instance of charges being split solely on the pro rata share, the spa would not be
     paying its fair share of the water bill.]

3.   Option to Renew. Provided that the Tenant is not in default under the lease, the Tenant
     shall have the option, exercisable upon no less than six (6) months prior written notice to
     the Landlord, to renew the Term for one further term of _____. [Instruction: Insert
     length of permitted additional term.] The terms and conditions of the renewal term
     shall be the same as in the original Term except as to Rent which shall be agreed to
     between the Landlord and the Tenant, and except as to any further rights of renewal. In
     the event that the Landlord and Tenant are unable to agree on the Rent for a renewal
     term, the matter will be submitted to arbitration pursuant to the applicable law then in

4.   Deposit. The Tenant hereby submits a check in the sum of _____ [Instruction: Insert
     deposit amount.] payable to the Landlord as a deposit pending completion or other
     termination of this Offer to be applied against the first month’s Rent of the initial Term.
     Upon acceptance of this Offer by the Landlord, the Tenant will provide the Landlord with
     the further sum of _____ [Instruction: Insert additional deposit sum.] as a further
     deposit pending completion or other termination of this Offer to be applied against the
     last month’s Rent of the Term. Any such deposits shall be deposited in one or more
     interest bearing account(s), at a banking institution licensed to conduct business in the
     jurisdiction in which it operates, and which account (s) (or all of which, as the case may
     be) shall be insured by the Federal Deposit Insurance Corporation (the “FDIC”). No such
     account(s) shall at any time exceed the applicable insurable limits set by the FDIC. In the
     event that this transaction is not completed in accordance with the terms and conditions
     hereof or this Offer is not accepted by the Landlord, all deposits, with interest, submitted
     to the Landlord shall be forthwith returned to the Tenant. [Comment: Parties may
     change this paragraph to reflect a non-interest bearing account.]

5.   Formal Lease. A formal lease shall be entered into and executed by both parties within a
     reasonable time after the date of this Offer, subject to the Tenant’s attorney’s reasonable
     approval. The lease shall incorporate all of the provisions of this Offer to Lease.

6.   Use. The Premises shall be used for _____ [Instruction: Insert permitted use of
     Premises.] and any other business uses ancillary thereto. The Landlord warrants that
     such use shall be lawful for the Premises. [Comment: If additional use, zoning,
     variance and/or licenses must be obtained for the use of the Premises as and for the
     use intended hereunder, the parties should discuss who will be responsible for
     obtaining and paying for same, and also whether or not the Lease shall terminate if
     same cannot be obtained, and a timeframe for same.]

7.   Occupancy. The Tenant shall be given vacant possession to the Premises on or before
     the Commencement Date. The Landlord acknowledges that as of the Commencement
      Date there will be no existing leases, options to lease, rights of renewal or any other
      leasehold interest in the property.

8.    Alterations to Building. The Tenant, at its sole cost and expense and in its sole
      discretion, shall be permitted to make such alterations, expansions or renovations to the
      Building (“Tenant’s Work”) as it so chooses, provided that all plans for such work shall
      require the Landlord’s consent [Comment: If any other parties consent is required,
      include reference to same here.], such consent not to be unreasonably withheld. The
      Tenant’s Work shall in all instances be performed in accordance with all municipal
      building codes, by-laws and other governmental and other applicable authorities or
      entities having jurisdiction. In the event Tenant performs any such alterations,
      expansions or renovations, it shall be Tenant’s responsibility, at its sole cost and expense,
      to ensure all necessary permits, inspections and/or licenses are obtained for such work,
      including but not limited to the commencement and completion of such work.
      [Comment: If Landlord intends to do any build out work prior to the lease
      commencement, same should be included here, and a detailed schedule of the work
      shall be attached to this Offer.]

9.    Compliance with Municipal Requirements. The Landlord warrants that the Building
      has been constructed in accordance with all municipal building and zoning by-laws and
      in accordance with all the requirements of all the relevant governmental authorities
      having jurisdiction. The Landlord further warrants that all the construction, plumbing and
      any other permit, inspection and/or licensing, fees and utility connection costs, where
      applicable, have been or will be paid in full by the Landlord on or before the date of
      possession hereof.

      Any equipment and/or fixtures installed by the Tenant on the Premises may be removed
      by the Tenant at the end of the Term or any subsequent renewal term as the case may be,
      provided that any damage caused by such removal, normal wear and tear excepted, shall
      be reasonably repaired by the Tenant at the Tenant’s own expense. Upon expiry or
      earlier termination of the Lease, the Tenant will not be responsible for removing any such
      renovations, expansions or alterations or restoring the Premises to its original condition.

10.   Signage. The Tenant shall have the right to erect and exhibit such signs and sign
      structures as it deems necessary, identifying the Tenant and the Tenant’s business
      activities, on the Premises, at the Tenant’s own expense, subject to existing municipal by-
      laws and requirements and other applicable by-laws and/or requirements, and upon
      approval of any such signs and/or sign structure, where required or applicable. Upon
      termination of the Lease the Tenant shall be permitted to remove all such signage at its
      own expense but shall repair any damage, normal wear and tear excepted, caused to the
      Premises by such removal.

11.   Notice. Any notice required pursuant to this Offer shall be sent, if to Landlord, to _____,
      [Instruction: Insert Landlord’s contact name and address for notices.] and if to
      Tenant, to ______ [Instruction: Insert Tenant’s contact name and address for

12.   Assignment and Subletting. The Tenant shall have the right to assign or sublet its
      interest in all or part of the Premises or the lease at any time or times upon the prior
      written approval of the Landlord, such approval not to be unreasonably withheld.
      [Comment: Parties may revise this if desired. Various alternate clauses would
      reflect no permitted assignment, a one-time assignment, or assignment only to a
      successor or related entity.]

13.   Severability. If any paragraph of this Offer or any portion thereof is determined to be
      unenforceable or invalid by the decision of any court of competent jurisdiction, which
      determination is not appealed or appealable, for any reason whatsoever, such
      unenforceability or invalidity shall not invalidate the whole Offer, but the Offer shall be
      construed as if it did not contain the particular provision held to be invalid and the rights
      and obligations of the parties shall be construed and enforced accordingly.

14.   Entire Agreement. It is understood and agreed that the terms and conditions contained
      herein constitute the entire agreement between the parties hereto and there are no
      covenants, representations, warranties or agreements whether express or implied except
      as expressly set out herein.

15.   Binding Agreement. The parties agree that upon acceptance of this Offer by the
      Landlord this Offer shall constitute a binding agreement between the parties hereto to
      enter into a lease and other obligations as set forth herein.

16.   Irrevocability. This Offer shall be irrevocable until 5:00 p.m. _____ [Instruction: Insert
      date Offer expires.] after which time, if not accepted, this Offer shall be null and void.

17.   Notice. Any notice required or permitted under this Lease or under state law shall be
      deemed sufficiently given or served if sent by United States certified mail, return receipt
      requested and directed to the party at the address first set forth above. Landlord and
      Tenant shall each have the right from time to time to change the place notice is to be
      given under this Offer by written notice thereof to the other party.

18.   Descriptive Headings. The descriptive headings used herein are for convenience of
      reference only and they are not intended to have any effect whatsoever in determining the
      rights or obligations of the Landlord or Tenant.
19.   Signed Fax Counterparts. This document or any subsequent amendment thereto may
      be executed by facsimile and/or in one or more counterparts, each of which when so
      executed and delivered shall be deemed an original, but all of which taken together shall
      constitute but one and the same original. Each party shall accept any such signed faxed
      counterpart as full execution of this document or any subsequent amendment thereto.
20.   Tenant’s Representations. Tenant represents that the party executing this document on
      behalf of Tenant has the full right and authority to execute such document pursuant to
      applicable corporate documents and necessary resolutions. Tenant further represents that
      the corporation has duly resolved and authorized this contract to be signed and the
      expenditure of funds necessary to lease this property as set forth herein. Landlord shall
      have the right, at any and all times, to request copies of any such documents authorizing
      such person to enter into this Offer or otherwise and to sign documents on behalf of the
21.   Landlord’s Representations. Landlord represents that the party executing this
      document on behalf of Landlord has the full right and authority to execute such document
      pursuant to applicable corporate documents and necessary resolutions. Landlord further
      represents that the corporation has duly resolved and authorized this contract to be
      signed. Tenant shall have the right, at any and all times, to request copies of any such
      documents authorizing such person to enter into this Offer or otherwise and to sign
      documents on behalf of the Landlord.

DATED _____ [Instruction: Insert date.]


The undersigned hereby accepts the above Offer this _____day of _________________, 20____


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