Land Lease Agreement Template

"Agreement" means this Land Lease Agreement, including all amendments made in accordance with its terms.

"Applicable Law" means all laws, statutes, regulations, ordinances, codes, permits, licenses, orders and binding requirements of any governmental or regulatory authority having jurisdiction over the Premises, the Parties or the activities conducted on the Premises, as in force from time to time.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in [City/Jurisdiction] are authorized or required by law to be closed.

"Commencement Date" means [Commencement Date].

"Environmental Law" means all Applicable Law relating to the protection of human health, safety, natural resources or the environment, including laws governing the generation, storage, handling, release, emission, discharge, transportation or disposal of Hazardous Substances.

"Event of Default" has the meaning given to it in the section of this Agreement entitled Events of Default and Remedies.

"Hazardous Substance" means any substance, material or waste that is defined, classified, listed or regulated as hazardous, toxic, radioactive, contaminating or dangerous under any Environmental Law, including petroleum products, asbestos, polychlorinated biphenyls, and any pollutant or contaminant.

"Improvements" means all buildings, structures, fixtures, installations, paving, utilities, fencing, equipment affixed to the land and other works constructed, installed or placed on, under or over the Premises by or on behalf of the Tenant at any time during the Term.

"Lender" means any bank, financial institution or other person that provides financing to the Tenant secured by any interest of the Tenant in the Premises or the Improvements and that has been approved in writing by the Landowner.

"Permitted Use" means [Permitted Use], and no other use or purpose.

"Premises" means the parcel of land situated at [Address], comprising approximately [Area] and more particularly described as [Legal Description / Cadastral Number], together with all rights, easements and appurtenances belonging to it, but excluding any Improvements owned by the Landowner's other tenants or licensees, if any.

"Rent" means the base rent payable by the Tenant under this Agreement, as adjusted from time to time in accordance with its terms, together with all other sums payable by the Tenant to the Landowner hereunder.

"Term" means the fixed period of this Agreement described in the section entitled Term of Lease, commencing on the Commencement Date and ending on the Expiration Date, unless terminated earlier in accordance with this Agreement.

"Expiration Date" means [Expiration Date].

Headings in this Agreement are for convenience only and do not affect its interpretation. Words in the singular include the plural and vice versa, and the word "including" means "including without limitation."

References to a "section" or "clause" are to sections or clauses of this Agreement. References to any law include that law as amended, re-enacted or replaced from time to time. No provision of this Agreement shall be construed against a Party by reason of that Party having drafted it.

All references to money are to [Currency], and all payments hereunder shall be made in that currency.

The Landowner hereby leases and demises to the Tenant, and the Tenant hereby takes and accepts from the Landowner, the Premises for the Term, subject to the terms, covenants and conditions of this Agreement and to all easements, covenants, restrictions and other matters of record or otherwise affecting the Premises as of the Effective Date.

The Tenant acknowledges that it has inspected the Premises, has had the opportunity to carry out such surveys, soil tests, environmental assessments and other investigations as it considers necessary, and accepts the Premises in their condition as of the Commencement Date, "as is" and "where is," without any representation or warranty by the Landowner as to their condition, suitability, fitness for any purpose, or the absence of Hazardous Substances, except as expressly set out in this Agreement.

The Landowner shall deliver possession of the Premises to the Tenant on the Commencement Date, provided that the Tenant has delivered to the Landowner all insurance certificates, security and other documents required to be delivered before possession under this Agreement. Any delay in delivery of possession caused by circumstances beyond the Landowner's reasonable control shall not constitute a breach by the Landowner, and the Tenant's sole remedy shall be a day-for-day abatement of Rent for the period of delay.

The Tenant's rights under this Agreement are those of a tenant only. Nothing in this Agreement shall be construed as conveying to the Tenant any ownership interest, title, or right to purchase the Premises, and the Tenant shall have no option, right of first refusal or right of first offer in respect of the Premises.

The Landowner reserves all rights in respect of the Premises not expressly granted to the Tenant, including all mineral, water, air and subsurface rights, and the right to grant easements, rights of way and utility servitudes over the Premises, provided that the exercise of such rights does not unreasonably interfere with the Permitted Use.

The Tenant shall not permit any lien, charge or claim of any contractor, supplier or third party to attach to the Landowner's interest in the Premises. The Tenant shall cause any such lien to be discharged or bonded off within [Number] days after notice of its filing.

The term of this Agreement shall commence on the Commencement Date and shall continue for a fixed period of [Number] years, expiring on the Expiration Date, unless terminated earlier in accordance with this Agreement.

This Agreement is for a fixed term only. The Tenant has no right of renewal or extension, whether express or implied, and nothing in this Agreement obliges the Landowner to negotiate or enter into any renewal, extension or new lease. Any renewal or extension shall be valid only if recorded in a written instrument signed by both Parties.

If the Tenant remains in possession of the Premises after the Expiration Date or earlier termination without the Landowner's written consent, such holding over shall not create a renewal or a periodic tenancy. The Tenant shall be a tenant at sufferance only, shall pay Rent at the rate of [Percentage]% of the Rent in effect immediately before the Expiration Date or termination, prorated on a daily basis, and shall remain bound by all other terms of this Agreement.

The Tenant shall indemnify and hold harmless the Landowner from all losses, damages, costs and expenses, including claims by any succeeding tenant or purchaser, arising from the Tenant's holding over.

Acceptance of Rent by the Landowner after the Expiration Date shall not constitute consent to the Tenant's continued occupation or a waiver of any right of the Landowner.

The Tenant shall have no right to terminate this Agreement before the Expiration Date, except as expressly provided herein. [Early Termination Right, if any, of the Landowner: The Landowner may terminate this Agreement for convenience upon not less than [Number] days' prior written notice upon payment of [Compensation Amount], if applicable.]

The Tenant shall use the Premises solely for the Permitted Use and for no other purpose. Any change in use, or any use ancillary to or different from the Permitted Use, requires the prior written consent of the Landowner, which may be given or withheld in the Landowner's sole and absolute discretion and, if given, may be made subject to conditions, including an adjustment of Rent.

The Tenant shall obtain and maintain at its own cost all permits, licenses, approvals, zoning consents and authorizations required under Applicable Law for the Permitted Use and for the construction and operation of the Improvements. The Tenant shall deliver copies of such permits to the Landowner upon request. The Landowner shall have no obligation to obtain any such approvals, but shall, at the Tenant's cost, reasonably cooperate where the owner's signature is legally required, provided that the Landowner incurs no liability thereby.

The Tenant shall not, and shall not permit any person under its control to: (a) use the Premises in any manner that is unlawful, hazardous, or constitutes a nuisance; (b) cause or permit any waste, damage or impairment of the Premises; (c) store, use or dispose of Hazardous Substances on the Premises except as necessary for the Permitted Use and in compliance with Environmental Law; (d) excavate, remove soil, minerals or water from the Premises except as necessary for the Permitted Use and approved Improvements; or (e) do anything that would invalidate or increase the premium of any insurance covering the Premises.

The Tenant shall comply with all Applicable Law, and with all reasonable rules and requirements notified by the Landowner from time to time concerning access, safety and security.

The Tenant shall not create or permit any encumbrance, easement, or adverse right over the Premises, nor take any action which might give rise to any claim of adverse possession, prescriptive right or similar right in the Premises.

The Tenant acknowledges that any use of the Premises outside the Permitted Use is a material breach of this Agreement, and that the Landowner shall be entitled to seek injunctive relief to restrain any such use, in addition to its other remedies.

The Tenant shall pay to the Landowner base rent in the amount of [Initial Annual Rent Amount] per year (the "Initial Rent"), payable in [monthly/quarterly/annual] installments of [Installment Amount], in advance, on or before the [Day] day of each [period], without demand.

The Rent shall be increased on the [first] anniversary of the Commencement Date and on each [anniversary/period] thereafter (each an "Adjustment Date"). The Rent payable from each Adjustment Date shall equal the greater of (a) the Rent payable immediately before that Adjustment Date increased by [Fixed Percentage]%, and (b) the Rent payable immediately before that Adjustment Date increased by the percentage increase in [Index Name] over the preceding [12] months.

If the index referred to above is discontinued or materially altered, the Landowner shall select, acting reasonably, a comparable replacement index. A failure or delay by the Landowner in notifying the Tenant of any adjustment shall not waive the adjustment, and the Tenant shall pay any shortfall within [Number] days of notice.

All Rent and other sums shall be paid by electronic transfer to the account designated by the Landowner in writing: [Bank Account Details], in immediately available funds, without set-off, counterclaim, deduction or withholding of any kind, except as required by Applicable Law, in which case the Tenant shall gross up the payment so that the Landowner receives the amount it would have received absent such deduction.

Any amount not paid when due shall bear interest from the due date until payment in full at the rate of [Interest Rate]% per annum, or the maximum rate permitted by Applicable Law, if lower, and the Tenant shall pay a late payment charge of [Late Fee Amount] for each late payment, which the Parties agree is a reasonable estimate of the Landowner's administrative costs.

The Tenant shall pay a security deposit of [Security Deposit Amount] on or before the Effective Date. The Landowner may apply the deposit against any unpaid sums or losses arising from the Tenant's default and the Tenant shall replenish any amount so applied within [Number] days of notice. The deposit shall be returned, without interest, within [Number] days after the Tenant has surrendered the Premises in accordance with this Agreement, less any amounts properly deducted.

Rent shall be absolute and net to the Landowner. Except as otherwise expressly provided, the Landowner shall not be required to perform any work or incur any expense in respect of the Premises, and the Tenant's obligation to pay Rent shall not be reduced or suspended by reason of damage, destruction, condemnation, or any other event.

The Tenant shall pay, before delinquency, all real property taxes, levies, rates, assessments, duties, impositions and charges of every kind imposed on or in respect of the Premises, the Improvements, the Tenant's business or the Tenant's personal property for any period falling within the Term (together, "Impositions"), whether imposed on the Landowner or the Tenant.

Where Impositions are billed to the Landowner, the Landowner shall forward the invoice to the Tenant, and the Tenant shall pay the amount to the Landowner or directly to the authority at least [Number] days before the due date. Impositions for periods that begin or end during the Term shall be apportioned on a daily basis.

The Tenant shall deliver to the Landowner evidence of payment of Impositions within [Number] days after a written request. The Tenant may contest any Imposition in good faith and by appropriate proceedings at its own cost, provided that it first gives notice to the Landowner, such contest does not place the Premises at risk of forfeiture or sale, and the Tenant provides security reasonably required by the Landowner.

The Tenant shall not be responsible for the Landowner's income, franchise, or capital gains taxes, except where such taxes are imposed in substitution for any Imposition otherwise payable by the Tenant.

The Tenant shall be solely responsible for arranging, and for paying all costs of, the connection, supply, metering and consumption of electricity, water, gas, sewerage, telecommunications, waste removal and all other utilities serving the Premises, including all connection fees, deposits and charges for infrastructure extensions. The Landowner makes no warranty as to the availability, capacity or continuity of any utility service.

Any transfer, stamp, registration or similar tax or fee arising in connection with this Agreement or its registration shall be borne by the Tenant.

The Tenant shall not construct, install, demolish or alter any Improvements without the prior written approval of the Landowner, which shall not be unreasonably withheld for Improvements that are necessary for the Permitted Use, but which may be withheld in the Landowner's sole discretion in respect of any Improvement of a different nature or that could adversely affect the value, structure or environmental condition of the Premises.

Before commencing any work, the Tenant shall submit to the Landowner for approval detailed plans, specifications, a construction schedule, and evidence of all necessary permits, and shall provide a [performance bond / completion guarantee] in the amount of [Amount], if required by the Landowner.

All Improvements shall be constructed in a good and workmanlike manner, with new and good quality materials, by duly licensed contractors, in accordance with the approved plans and Applicable Law. The Tenant shall bear all costs of the Improvements and shall keep the Premises free of liens during and after construction.

The Tenant shall, during the construction of any Improvements, maintain builder's risk insurance and workers' compensation insurance, and shall deliver "as-built" drawings to the Landowner within [Number] days after completion.

The Landowner shall not be liable for the cost of any Improvements, and the Tenant shall not be entitled to any compensation, reimbursement or credit for them, except as expressly provided in the section entitled Disposition of Improvements upon Expiration or Termination.

The Tenant shall commence the initial Improvements by [Date] and complete them by [Date]. Failure to do so shall constitute a default entitling the Landowner to exercise its remedies hereunder.

Unless and until the Landowner elects otherwise in accordance with this Agreement, the Improvements shall be owned by the Tenant during the Term, subject to the Landowner's rights hereunder, and shall not be removed from the Premises during the Term, except for trade fixtures and movable equipment that can be removed without damage to the Premises.

The Tenant shall, at its sole cost, keep and maintain the Premises and all Improvements in good, safe, clean and sanitary condition and repair, shall make all repairs and replacements, structural and non-structural, ordinary and extraordinary, foreseen and unforeseen, and shall keep the Premises free of debris, weeds and waste.

The Tenant shall comply with all Environmental Law and shall not cause or permit any release, spill, discharge or disposal of any Hazardous Substance on, under or from the Premises. The Tenant shall obtain all environmental permits required for its operations and shall promptly provide the Landowner with copies of all notices, reports and correspondence with any authority concerning environmental matters affecting the Premises.

The Tenant shall notify the Landowner within [24] hours of becoming aware of any release or threatened release of a Hazardous Substance, any environmental claim, or any notice of violation, and shall immediately take all steps necessary to contain, remediate and clean up the same in compliance with Environmental Law and to the satisfaction of the relevant authorities and the Landowner.

The Tenant shall be solely responsible for all costs of investigation, remediation, monitoring and clean-up arising from any contamination of the Premises or neighboring property that occurs or is exacerbated during the Term or the Tenant's occupation, or that is caused by the Tenant, its employees, agents, contractors, customers or invitees.

The Landowner may, upon reasonable grounds, require the Tenant to commission an independent environmental audit of the Premises at the Tenant's expense, and the Tenant shall provide the audit results to the Landowner. The Landowner may also conduct its own audit at the Tenant's cost if the Tenant fails to do so within [Number] days of request, or if the Landowner reasonably suspects contamination.

If the Tenant fails to perform any maintenance, repair or remediation obligation within [Number] days after written notice (or immediately in an emergency), the Landowner may, without obligation, perform the same on the Tenant's behalf, and the cost, together with an administrative fee of [Percentage]%, shall be repaid by the Tenant on demand.

The obligations in this section shall survive the expiration or termination of this Agreement.

The Tenant shall indemnify, defend and hold harmless the Landowner, its affiliates, and their respective directors, officers, employees, agents, successors and assigns (the "Landowner Indemnitees") from and against all claims, liabilities, losses, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or relating to: (a) the use, occupation or condition of the Premises or the Improvements; (b) any act or omission of the Tenant or its employees, contractors, agents, subtenants, customers or invitees; (c) any breach of this Agreement by the Tenant; (d) any Hazardous Substance on, under or emanating from the Premises during the Term, except to the extent caused by the gross negligence or willful misconduct of the Landowner.

The Landowner shall not be liable to the Tenant or any person claiming through the Tenant for any injury, death, loss, or damage to persons or property, or for any business interruption, occurring on or about the Premises, except to the extent caused by the Landowner's gross negligence or willful misconduct. The Tenant waives all claims against the Landowner to the fullest extent permitted by Applicable Law.

The Tenant shall maintain throughout the Term, at its own cost, with reputable insurers rated at least [Rating] and licensed in [Jurisdiction]: (a) commercial general liability insurance with limits of not less than [Amount] per occurrence and [Amount] in aggregate; (b) property insurance covering the Improvements for their full replacement value against fire, extended perils, and such other risks as the Landowner may reasonably require; (c) environmental or pollution legal liability insurance with limits of not less than [Amount]; (d) workers' compensation insurance as required by Applicable Law; and (e) such other insurance as the Landowner may reasonably require.

Each liability policy shall name the Landowner as an additional insured, shall be primary and non-contributory, shall contain a waiver of subrogation in favor of the Landowner, and shall provide for at least [30] days' prior written notice to the Landowner of cancellation, non-renewal or material change.

The Tenant shall deliver certificates of insurance and, upon request, certified copies of policies, to the Landowner before the Commencement Date and at each renewal. If the Tenant fails to maintain required insurance, the Landowner may obtain it at the Tenant's cost, payable on demand.

If the Improvements are damaged or destroyed, the Tenant shall promptly notify the Landowner and, at its own cost, restore them to their prior condition or, with the Landowner's approval, remove all debris and make the Premises safe. Rent shall not abate. All insurance proceeds shall be applied to such restoration.

The indemnities and obligations under this section shall survive the expiration or termination of this Agreement.

The Tenant shall not, without the prior written consent of the Landowner, which may be withheld in its sole discretion, assign, transfer, sublease, license, mortgage, charge, pledge or otherwise encumber or part with possession of this Agreement, the Premises, the Improvements or any part thereof, whether voluntarily, by operation of law or otherwise.

A change of control of the Tenant, including any transfer of [Percentage]% or more of its voting securities or the right to direct its management, whether in one or a series of transactions, shall be deemed an assignment requiring the Landowner's consent.

Any request for consent shall be made in writing, accompanied by the identity, financial statements, business experience and proposed terms of the proposed transferee. The Tenant shall reimburse the Landowner for all costs, including legal fees, incurred in considering the request, and shall pay an administrative fee of [Amount].

Any consent shall not release the Tenant from its obligations, and the Tenant shall remain jointly and severally liable with any assignee or subtenant. Any assignee shall assume in writing all obligations of the Tenant, and each sublease shall be expressly subject and subordinate to this Agreement and shall terminate automatically upon its termination.

Any purported transfer or encumbrance in violation of this section shall be void and shall constitute an Event of Default.

The Tenant shall not encumber the Landowner's fee interest in the Premises. Any financing by the Tenant secured on the Improvements or on the Tenant's leasehold interest shall be subject to the Landowner's prior written approval and to a written agreement with the Lender acknowledging the Landowner's rights and the terms of this Agreement, including the Landowner's rights regarding the Improvements on expiration or termination.

The Landowner may freely sell, transfer, assign or encumber the Premises or its interest in this Agreement, in whole or in part, without the Tenant's consent. Upon any such transfer, the Landowner shall be released from all obligations accruing thereafter, and the Tenant shall attorn to the transferee.

The Landowner, its agents, employees, contractors, lenders, insurers, prospective purchasers and prospective tenants (during the last [Number] months of the Term) may enter the Premises and the Improvements at all reasonable times upon not less than [24 / 48] hours' prior notice, and at any time without notice in the event of an emergency, in order to inspect the condition of the Premises.

The Landowner may enter to verify compliance with this Agreement and Applicable Law, to perform any obligation of the Tenant which the Tenant has failed to perform, to conduct environmental testing, sampling and monitoring, to survey the Premises, and to exercise any right reserved to the Landowner.

In exercising such rights the Landowner shall use reasonable efforts to minimize disruption to the Tenant's operations, but shall not be liable for any inconvenience, disturbance, loss of business or other damage suffered by the Tenant as a result of entry, except for damage caused by the Landowner's gross negligence or willful misconduct. Rent shall not abate by reason of any entry.

The Tenant shall comply with reasonable safety requirements of the Tenant's operations for any visitors, provided that these do not prevent the effective exercise of the Landowner's rights.

The Tenant shall provide the Landowner with all keys, access codes and security credentials necessary for access to the Premises, and shall not obstruct or impede the Landowner's access.

The Landowner may place "for sale" or "for lease" signs on the Premises during the last [Number] months of the Term, and the Tenant shall not remove them.

Each of the following events shall constitute an "Event of Default": (a) the Tenant fails to pay any Rent or other sum when due and such failure continues for [Number] days after written notice; (b) the Tenant fails to perform or observe any other obligation under this Agreement and such failure continues for [Number] days after written notice, or such longer period as is reasonably necessary provided the Tenant has commenced and diligently pursues a cure and such period does not exceed [Number] days; (c) the Tenant uses the Premises other than for the Permitted Use, or assigns, sublets or encumbers in breach of this Agreement; (d) the Tenant becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or administrator appointed over any of its assets, or becomes subject to bankruptcy, liquidation, winding-up or similar proceedings that are not dismissed within [Number] days; (e) any representation or warranty made by the Tenant proves to have been materially false when made; (f) the Tenant abandons the Premises or ceases operations for more than [Number] consecutive days; or (g) the Tenant repeatedly defaults, even if cured, [three] or more times in any [12]-month period.

Upon the occurrence of an Event of Default, the Landowner may, at its option and without prejudice to any other right or remedy, do any one or more of the following: (a) terminate this Agreement by written notice to the Tenant; (b) re-enter and take possession of the Premises, with or without legal process and to the extent permitted by Applicable Law, and remove the Tenant and all persons and property; (c) relet the Premises on such terms as the Landowner thinks fit, for a period that may extend beyond the Term; (d) cure the default at the Tenant's expense; and (e) draw upon the security deposit or any security provided.

Upon termination, the Tenant shall pay to the Landowner, on demand, all accrued and unpaid Rent and other sums, together with damages equal to the Rent that would have been payable for the remainder of the Term, less the net amount actually received by the Landowner from reletting, after deducting the costs of reletting, repairs, brokerage commissions, and legal fees. The Tenant shall remain liable for all losses suffered by the Landowner.

The Tenant shall reimburse the Landowner on demand for all costs and expenses, including legal fees and court costs, incurred by the Landowner in enforcing this Agreement or exercising its remedies.

All rights and remedies of the Landowner are cumulative and not exclusive, and may be exercised separately or concurrently. No waiver by the Landowner of any default shall be effective unless in writing, and no waiver shall operate as a waiver of any subsequent default. Acceptance of Rent after a default shall not waive the default.

The Landowner shall be in default only if it fails to perform a material obligation expressly stated in this Agreement and such failure continues for [Number] days after written notice from the Tenant specifying the failure in reasonable detail. The Tenant's remedies shall be limited to actual direct damages, and in no event shall the Landowner be liable for consequential, indirect, special or punitive damages or loss of profits, and the Tenant shall not be entitled to terminate this Agreement or withhold Rent.

If a Lender has been notified in writing, the Landowner shall give such Lender a copy of any default notice and a period of [Number] days after the Tenant's cure period within which to cure the default, provided that the Lender continues to pay all Rent and observe all other obligations.

On the expiration or earlier termination of this Agreement, the Tenant shall peacefully and quietly surrender and deliver the Premises to the Landowner, vacant and free from all occupants, liens, charges and encumbrances created by or through the Tenant, in the condition required by this Agreement, ordinary wear and tear excepted only to the extent it does not result from the Tenant's failure to perform its maintenance obligations.

Before surrender, the Tenant shall remove all of its personal property, trade fixtures, equipment, inventory, stored materials, vehicles, signage and waste, and shall repair any damage caused by such removal. Any property left on the Premises after the Expiration Date or termination shall be deemed abandoned, and the Landowner may retain, sell or dispose of it at the Tenant's expense, without liability to the Tenant or any person.

The Tenant shall, at its expense, restore the Premises to a clean, level, safe condition, free of Hazardous Substances, and shall remediate all contamination caused or contributed to by the Tenant, such that the Premises satisfy the standards of Environmental Law applicable to [the Permitted Use / industrial / any lawful use], and shall deliver to the Landowner, no later than [Number] days before the Expiration Date, an independent environmental report certifying such condition (the "Exit Environmental Report").

Not later than [Number] days before the Expiration Date, or promptly after any notice of termination, the Landowner and the Tenant shall jointly inspect the Premises, and the Landowner shall deliver a list of any work required to comply with this section. The Tenant shall complete such work before the Expiration Date or the termination date, as applicable. If the Tenant fails to do so, the Landowner may complete the work at the Tenant's cost, and the Tenant shall also pay Rent at the holding-over rate until the work is completed.

The Tenant shall deliver to the Landowner all keys, access codes, permits, plans, as-built drawings, warranties, operating manuals, utility records and other documents relating to the Premises that the Landowner may reasonably require, and shall assign to the Landowner any transferable contracts, licenses and warranties relating to the Improvements the Landowner elects to retain.

The Tenant's obligations under this section shall survive the expiration or termination of this Agreement, and the Landowner may apply the security deposit toward the cost of any unfulfilled obligation.

Not later than [Number] days before the Expiration Date, or within [Number] days after any earlier termination of this Agreement, the Landowner shall notify the Tenant in writing of its election, in its sole and absolute discretion, with respect to all or any part of the Improvements, to either: (a) require the Tenant to remove the Improvements and restore the Premises at the Tenant's sole cost (the "Removal Election"); or (b) retain the Improvements, in whole or in part, in which case title shall pass to the Landowner in accordance with this section (the "Retention Election").

If the Landowner makes the Removal Election, the Tenant shall, before the Expiration Date or within [Number] days after termination, demolish and remove the designated Improvements, including foundations, footings, underground installations, tanks, and utilities to a depth of [Depth], backfill and compact all excavations with clean fill, and restore the surface in accordance with the section entitled Surrender and Restoration of the Premises, at its sole cost and risk.

If the Landowner makes the Retention Election, all right, title and interest in the designated Improvements shall vest in the Landowner on the Expiration Date or termination date, automatically and without further act, free of all liens, charges, mortgages and encumbrances, and without any payment, compensation or credit to the Tenant, whose compensation is deemed fully included in the Rent. The Tenant shall execute any document reasonably required by the Landowner to evidence such transfer.

If the Landowner fails to deliver an election notice within the period stated above, the Landowner shall be deemed to have made the Retention Election with respect to all Improvements, without prejudice to its right at any time within [Number] days after the Expiration Date or termination to give a Removal Election notice for any Improvements that the Landowner reasonably determines to be hazardous, unsafe, or non-compliant with Applicable Law.

If the Tenant fails to remove Improvements by the required date after a Removal Election, the Landowner may remove them at the Tenant's expense, together with an administrative fee of [Percentage]% of such cost, or may elect to retain them, in either case without liability to the Tenant. The Tenant shall in addition pay Rent at the holding-over rate for the period of delay.

The Landowner's election shall not affect the Tenant's obligations regarding Hazardous Substances, which shall remain the Tenant's responsibility regardless of any election.

Upon an Event of Default, the Landowner may make the same election, and the Tenant shall have no right to claim compensation, including for any unamortized investment. The Tenant hereby waives any right under Applicable Law to compensation for improvements.

The Landowner represents and warrants to the Tenant that, as of the Effective Date: (a) it is duly organized, validly existing, and has full power and authority to enter into and perform this Agreement; (b) it holds title to the Premises or the right to lease them; and (c) the execution of this Agreement has been duly authorized. Except as expressly set out in this section, the Landowner makes no representation or warranty, express or implied, regarding the Premises.

The Tenant represents, warrants and covenants to the Landowner that, as of the Effective Date and throughout the Term: (a) it is duly organized, validly existing and in good standing, with full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement do not violate its constitutional documents, Applicable Law, or any agreement binding upon it; (c) it has, and will maintain, the financial resources, expertise and licenses necessary to perform its obligations and to carry on the Permitted Use; (d) all information provided to the Landowner in connection with this Agreement is true, accurate and complete in all material respects; and (e) it is not insolvent and no proceedings of insolvency are pending or threatened.

The Tenant represents and covenants that it and its affiliates, directors, officers and beneficial owners are not subject to sanctions, and that it will comply with all applicable anti-corruption, anti-money laundering, and sanctions laws in connection with this Agreement and its use of the Premises.

The Tenant shall deliver to the Landowner, within [Number] days after the end of each financial year, its annual financial statements, and shall provide any other financial information that the Landowner reasonably requests in order to assess the Tenant's ability to perform this Agreement.

The Tenant covenants to quietly and peaceably use the Premises, subject to this Agreement, without interference from the Landowner, so long as no Event of Default has occurred and is continuing.

Upon request, the Tenant shall execute and deliver, within [10] Business Days, an estoppel certificate or subordination agreement confirming the status of this Agreement and such other matters as the Landowner or its lender may reasonably require. This Agreement shall be subject and subordinate to any mortgage or financing of the Premises by the Landowner, whether existing or future, and the Tenant shall execute any documents reasonably required to confirm such subordination.

Each Party shall comply with all confidentiality obligations in respect of the commercial terms of this Agreement, except for disclosures to professional advisors, lenders, prospective purchasers, authorities or as required by law.

This Agreement, and any dispute, claim or controversy arising out of or in connection with it, including its formation, validity, interpretation, performance, breach or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws rules.

The Parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives. Any Party may initiate by written notice of dispute (the "Dispute Notice"), and the representatives shall meet within [Number] days of receipt of the Dispute Notice.

If the dispute is not resolved within [Number] days after the Dispute Notice, then the dispute shall be finally settled by [arbitration under the rules of [Arbitration Institution] by [one/three] arbitrator(s) appointed in accordance with those rules / the courts of [Jurisdiction]]. The seat of arbitration shall be [City, Country], the language of the proceedings shall be English, and the award shall be final and binding upon the Parties.

[If arbitration is selected:] Judgment on the award may be entered in any court of competent jurisdiction. [If courts are selected:] The courts of [Jurisdiction] shall have exclusive jurisdiction, and each Party irrevocably submits to such jurisdiction and waives any objection to venue or on the ground of inconvenient forum.

Notwithstanding the foregoing, the Landowner may at any time seek injunctive relief, specific performance, or other urgent or interim relief, and may bring proceedings for possession of the Premises or recovery of unpaid Rent, in any court of competent jurisdiction, without first complying with the negotiation procedure.

The Tenant shall continue to perform its obligations, including payment of Rent, pending resolution of any dispute. The prevailing Party in any dispute shall be entitled to recover its reasonable legal fees, costs and expenses from the other Party.

This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

All notices under this Agreement shall be in writing and delivered by hand, by internationally recognized courier, by registered mail, or by email with confirmation of transmission, to the addresses set out in the signature section of this Agreement, or to such other address as a Party notifies in accordance with this clause. Notices shall be deemed received: upon delivery if by hand or courier; [five] Business Days after posting if by registered mail; and on the next Business Day after transmission if by email.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

No failure or delay by the Landowner in exercising any right shall operate as a waiver of it, nor shall any single or partial exercise preclude any further exercise of that or any other right. Rights and remedies under this Agreement are in addition to, and not exclusive of, any rights provided by law.

Time is of the essence in respect of all of the Tenant's obligations under this Agreement. Neither Party shall be liable for failure to perform non-monetary obligations due to events beyond its reasonable control, including natural disasters, war, epidemic or acts of government, provided that the affected Party promptly gives notice and uses reasonable efforts to resume performance, but force majeure shall not excuse the Tenant's obligation to pay Rent or any other sum due.

Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between the Parties. The Tenant has no authority to bind the Landowner.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. If the Landowner's interest in the Premises is transferred, the Landowner's successor shall be bound as the Landowner hereunder.

The Tenant shall, at its cost, cause a memorandum of this Agreement to be registered or recorded where required by Applicable Law or requested by the Landowner, and shall, upon expiration or termination, promptly execute any document necessary to remove it from the register.

This Agreement may be executed in counterparts, including by electronic signature or exchange of scanned copies, each of which shall be deemed an original and all of which together constitute one instrument.