In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings hereinafter ascribed to them.

"Premises" shall mean the commercial space located at [Full Address of Premises], consisting of approximately [Square Footage/Meters] of leasable area, together with all fixtures, fittings, improvements and appurtenances thereto, and all rights of ingress, egress and common use of adjoining areas as expressly granted hereunder, the whole as more particularly described in the body of this Lease.

"Commencement Date" shall mean the date on which the Term of this Lease commences, being [Commencement Date], from which date the Tenant shall be entitled to possession of the Premises and shall become liable for payment of Rent and performance of all other obligations hereunder.

"Expiration Date" shall mean the date on which the Term of this Lease expires by effluxion of time, being [Expiration Date], unless this Lease shall have been sooner terminated in accordance with the provisions hereof.

"Rent" shall mean the Annual Base Rent payable by the Tenant to the Landlord as consideration for the demise of the Premises, as the same may be adjusted from time to time pursuant to the provisions of this Agreement, together with any additional sums expressly designated as Rent hereunder.

"Permitted Use" shall mean the use of the Premises solely and exclusively for the conduct of lawful retail business as more particularly described herein, and for no other purpose whatsoever without the prior written consent of the Landlord.

"Business Day" shall mean any day other than a Saturday, Sunday or public holiday on which banking institutions are generally open for the transaction of normal business in the jurisdiction in which the Premises are situated.

The headings and sub-headings employed in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof. Words importing the singular shall include the plural and vice versa, and words importing any gender shall include every gender.

Any reference to a statute, regulation or legal instrument shall be construed as a reference to such statute, regulation or instrument as the same may be amended, re-enacted or replaced from time to time.

The Landlord, for and in consideration of the Rent reserved and the covenants, conditions and agreements hereinafter contained on the part of the Tenant to be paid, kept, observed and performed, doth hereby demise and let unto the Tenant, and the Tenant doth hereby take and hire from the Landlord, the Premises for the Term and upon the terms and conditions set forth herein.

The demise of the Premises hereunder includes the non-exclusive right of the Tenant, its employees, agents, customers, invitees and licensees, to use, in common with others entitled thereto, all common areas, entrances, hallways, stairways, elevators, parking areas, sidewalks and other facilities designated by the Landlord from time to time for the common use of occupants of the building in which the Premises are situated.

The Landlord represents and warrants to the Tenant that it has full right, power and authority to enter into this Lease and to grant the leasehold interest hereby demised, and that upon the Tenant paying the Rent and performing the covenants herein contained, the Tenant shall peaceably and quietly hold and enjoy the Premises throughout the Term without any lawful interruption or disturbance by the Landlord or any person claiming by, through or under the Landlord.

The Premises are demised together with all easements, rights, privileges and appurtenances thereto belonging or in any way appertaining, and together with all fixtures, fittings and installations of a non-removable nature presently affixed thereto.

The Landlord shall deliver the Premises to the Tenant on the Commencement Date in good, clean, tenantable condition, structurally sound, watertight, with all building systems serving the Premises in good working order, and otherwise fit for the Permitted Use.

In the event that the Landlord shall fail to deliver possession of the Premises to the Tenant on or before the Commencement Date for any reason not attributable to the Tenant, the Rent shall abate on a per diem basis until such delivery is effected, and the Tenant shall additionally be entitled, at its sole option, to terminate this Lease without penalty if such delivery is delayed by more than [Number] days.

The Landlord acknowledges and agrees that the Tenant is entering into this Lease in reliance upon the representations and warranties contained herein, and that any material breach thereof shall entitle the Tenant to the remedies set forth in this Agreement and at law or in equity.

The Tenant shall use and occupy the Premises solely and exclusively for the operation of a lawful retail business trading in [Description of Goods/Retail Category], together with such ancillary office, storage and administrative uses as are reasonably incidental thereto, and for no other purpose whatsoever without the prior written consent of the Landlord, such consent not to be unreasonably withheld, conditioned or delayed.

The Tenant shall be entitled to operate its business at the Premises during such hours and on such days as the Tenant may, in its sole commercial discretion, determine to be appropriate, provided that such operation complies with all applicable laws, regulations and ordinances governing retail trade in the locality in which the Premises are situated.

The Landlord covenants and agrees that it shall not, during the Term, lease or permit the use of any other premises owned or controlled by the Landlord within the same building or complex for a business that is substantially and directly competitive with the retail business lawfully conducted by the Tenant at the Premises, to the extent such restriction is lawful and enforceable.

The Tenant shall not use or permit the Premises to be used for any purpose which is unlawful, immoral, hazardous, or which may constitute a nuisance to the Landlord or to other occupants of the building, nor shall the Tenant store or keep upon the Premises any dangerous, inflammable, radioactive or explosive materials other than such quantities as are customarily used in the ordinary course of retail business and in compliance with applicable law.

The Tenant shall be entitled to install, display and maintain upon the exterior of the Premises such signage, awnings, trade dress and promotional displays as are customary for retail operations, subject to compliance with applicable law and reasonable aesthetic standards established by the Landlord.

The Landlord acknowledges that the Tenant may require certain permits, licenses or governmental approvals in order to conduct the Permitted Use, and the Landlord shall provide reasonable cooperation to the Tenant in connection with the Tenant's efforts to obtain the same, including without limitation the execution of any applications or consents reasonably required of the Landlord as owner of the Premises, at no cost to the Landlord.

Nothing in this Section shall be construed as imposing upon the Tenant any obligation to operate its business continuously throughout the Term, and the temporary cessation of business operations by the Tenant shall not constitute a default hereunder, provided that the Tenant continues to perform its monetary obligations and to maintain the Premises in good order and repair as herein provided.

The term of this Lease shall be for a fixed period of one (1) year, commencing on the Commencement Date and expiring on the Expiration Date, both dates inclusive, unless sooner terminated in accordance with the provisions hereof (the "Term").

The Tenant shall have the option, exercisable by written notice to the Landlord delivered not less than [Number] days prior to the Expiration Date, to extend the Term for one or more additional periods of one (1) year each upon the same terms and conditions as are set forth herein, save as to Rent, which shall be adjusted in accordance with the provisions of this Agreement.

Time shall be of the essence with respect to the Tenant's exercise of any renewal option hereunder, provided that any delay or defect in the exercise thereof shall be subject to a grace period of [Number] Business Days during which the Tenant may cure such delay or defect without forfeiture of its renewal rights.

In the event that the Landlord fails to deliver possession of the Premises to the Tenant on the Commencement Date, the Commencement Date and Expiration Date shall each be adjusted accordingly so as to afford the Tenant the full benefit of the Term bargained for hereunder.

Upon the expiration of the Term, this Lease shall terminate automatically without the necessity of any notice from either Party to the other, save as may be otherwise expressly provided herein.

Neither Party shall be entitled to terminate this Lease prior to the Expiration Date except in strict accordance with the express provisions of this Agreement authorising such early termination, it being understood and agreed that any purported termination not in conformity herewith shall constitute a material breach of this Lease.

The Tenant shall pay to the Landlord, as and for the use and occupation of the Premises, an annual base rent in the amount of [Amount] [Currency] (the "Annual Base Rent"), payable in equal monthly instalments of [Amount] [Currency] each, in advance, on or before the first (1st) day of each and every calendar month during the Term.

All payments of Rent shall be made in [Currency] by electronic funds transfer to such bank account as the Landlord shall designate in writing from time to time, or by such other method as the Parties may mutually agree, without any deduction, set-off or counterclaim save as expressly permitted hereunder or by applicable law.

Commencing upon each anniversary of the Commencement Date, the Annual Base Rent shall be increased by a fixed percentage of [Percentage]% per annum over the Annual Base Rent payable during the immediately preceding lease year, and the monthly instalments shall be adjusted accordingly.

In the event that any instalment of Rent shall remain unpaid for a period in excess of [Number] Business Days following the due date thereof, the Tenant shall pay to the Landlord a late payment charge equal to [Percentage]% of the overdue amount, which charge shall constitute liquidated damages for administrative inconvenience and not a penalty, and shall be the Landlord's sole monetary remedy for such delay prior to the expiration of the cure period provided in the Default section hereof.

If the Commencement Date shall fall on a day other than the first day of a calendar month, the Rent for such partial month shall be prorated on a per diem basis and shall be payable on the Commencement Date; a corresponding proration shall apply to the final month of the Term.

The Landlord shall furnish to the Tenant, upon request, duly executed receipts and invoices in respect of all sums paid hereunder, in such form as may be required for the Tenant's accounting, tax and regulatory purposes.

All Rent and other sums payable by the Tenant hereunder are exclusive of any value added tax, sales tax or similar transactional tax lawfully chargeable thereon, which, if applicable, shall be payable by the Tenant upon receipt of a valid tax invoice from the Landlord; any taxes imposed upon the Landlord's income, property or ownership of the Premises shall be borne solely by the Landlord.

The Landlord shall, at its sole cost and expense, maintain in full force and effect throughout the Term a policy of all-risks property insurance covering the building of which the Premises form part, including the structural elements, roof, exterior walls, foundations and base building systems, for the full replacement cost thereof, together with commercial general liability insurance in respect of the common areas and the Landlord's operations.

The Tenant shall, at its sole cost and expense, maintain in full force and effect throughout the Term commercial general liability insurance in respect of its business operations within the Premises, with a combined single limit of not less than [Amount] [Currency] per occurrence, together with insurance covering the Tenant's own trade fixtures, furnishings, inventory, equipment and interior improvements against loss by fire and other customary perils.

Each Party shall name the other Party as an additional insured under its respective liability policies to the extent of the indemnities granted hereunder, and shall furnish certificates of insurance evidencing such coverage upon written request.

The Tenant shall indemnify, defend and hold harmless the Landlord from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the negligent acts or wilful misconduct of the Tenant, its employees, agents or contractors within the Premises, or (ii) any breach by the Tenant of its material obligations hereunder, save to the extent caused by the negligence or wilful misconduct of the Landlord.

The Landlord shall indemnify, defend and hold harmless the Tenant from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the negligent acts or wilful misconduct of the Landlord, its employees, agents or contractors, (ii) any breach by the Landlord of its material obligations hereunder, (iii) any defect in the structure or base building systems of the Premises, or (iv) any claim by a third party relating to the Landlord's title to or ownership of the Premises.

Notwithstanding any other provision of this Agreement, neither Party shall be liable to the other for any indirect, consequential, incidental, special or punitive damages, including without limitation loss of profits or loss of business opportunity, arising out of or in connection with this Lease, save in the case of fraud or wilful misconduct.

Each Party hereby waives any right of subrogation that its insurers may have against the other Party in respect of losses covered or required to be covered by the insurance policies maintained hereunder, and each Party shall procure that its insurers acknowledge such waiver.

The aggregate liability of the Tenant to the Landlord under or in connection with this Lease, howsoever arising, shall not exceed an amount equal to the Annual Base Rent payable during the lease year in which the relevant liability arises, save in the case of (i) unpaid Rent, (ii) damage caused by the Tenant's wilful misconduct, or (iii) liabilities which cannot by law be so limited.

The Landlord shall, at its sole cost and expense, be responsible for the repair, maintenance and replacement, as the case may be, of the structural elements of the Premises and the building of which they form part, including without limitation the foundations, exterior walls, load-bearing walls, roof, structural floors, columns, beams, and the base building mechanical, electrical, plumbing, heating, ventilation and air-conditioning systems serving the Premises up to the point of connection with the Tenant's interior installations.

The Tenant shall, at its sole cost and expense, be responsible for the repair, maintenance and ordinary upkeep of the interior, non-structural elements of the Premises, including interior partitions, interior doors, floor coverings, wall coverings, lighting fixtures, interior plumbing fixtures installed by the Tenant, and all trade fixtures, equipment and furnishings installed by the Tenant, so as to maintain the same in good and tenantable condition throughout the Term, reasonable wear and tear and damage by casualty excepted.

The Landlord shall perform its repair and maintenance obligations hereunder with reasonable diligence and in a manner that minimizes, to the extent reasonably practicable, any disruption to the Tenant's business operations, and shall carry out non-emergency works outside of the Tenant's normal retail trading hours wherever reasonably possible.

In the event that the Landlord shall fail to commence any repair or maintenance for which it is responsible within [Number] Business Days following written notice from the Tenant specifying such failure (or such shorter period as may be reasonable in the case of an emergency), the Tenant shall be entitled, without prejudice to any other remedy, to perform such repair or maintenance on behalf of the Landlord and to deduct the reasonable costs thereof from the next instalment or instalments of Rent falling due hereunder.

The Tenant shall not make or permit to be made any structural alterations, additions or improvements to the Premises without the prior written consent of the Landlord. Non-structural alterations which do not affect the base building systems or exterior appearance of the Premises may be undertaken by the Tenant without such consent, provided that the Tenant notifies the Landlord thereof in writing and complies with all applicable laws.

All alterations, additions and improvements made by or on behalf of the Tenant shall be performed in a good and workmanlike manner by qualified contractors, in compliance with all applicable laws, codes and regulations, and shall be free and clear of all mechanic's and materialmen's liens.

Upon the expiration or earlier termination of this Lease, the Tenant shall be entitled, but not obligated, to remove its trade fixtures, equipment, inventory and such alterations and improvements as are capable of being removed without material damage to the structure of the Premises, provided that the Tenant repairs any damage occasioned by such removal.

Upon the execution of this Lease, the Tenant shall deposit with the Landlord the sum of [Amount] [Currency], being an amount equal to [Number] months' Annual Base Rent, as security for the faithful performance by the Tenant of its obligations hereunder (the "Security Deposit").

The Security Deposit shall be held by the Landlord in a segregated interest-bearing account with a reputable banking institution, and shall not be commingled with the general funds of the Landlord, nor shall it be deemed to constitute an advance payment of Rent or a measure of liquidated damages.

The Landlord shall be entitled to apply the Security Deposit, or any portion thereof, towards the discharge of any sum lawfully due from the Tenant hereunder which remains unpaid following the expiry of the applicable cure period, subject to prior written notice to the Tenant specifying the nature and amount of the alleged default.

In the event that the Landlord shall apply all or any portion of the Security Deposit as aforesaid, the Tenant shall, within [Number] days following written demand, replenish the Security Deposit to its original amount.

Within [Number] days following the expiration or earlier termination of this Lease and the surrender of the Premises by the Tenant in accordance with the terms hereof, the Landlord shall return to the Tenant the Security Deposit, together with any interest accrued thereon, less any amounts lawfully deducted therefrom in respect of unremedied defaults by the Tenant, accompanied by an itemized statement of any such deductions.

Any interest accruing upon the Security Deposit shall be for the account of the Tenant and shall be paid to the Tenant together with the return of the Security Deposit, save to the extent that such interest is applied towards the discharge of a lawful deduction.

The Landlord shall not be entitled to require the Tenant to increase the Security Deposit during the Term, save in the circumstances expressly contemplated herein, and the amount of the Security Deposit shall not be adjusted by reason of any increase in Rent.

The Tenant shall, at its sole cost and expense, comply with all laws, regulations, ordinances and lawful orders of competent governmental authorities applicable to the Tenant's particular use and occupation of the Premises for the Permitted Use, including those relating to the conduct of its retail business operations.

The Landlord shall, at its sole cost and expense, comply with all laws, regulations, ordinances and lawful orders of competent governmental authorities applicable to the structure, base building systems and common areas of the Premises, and shall be responsible for ensuring that the Premises as delivered to the Tenant comply in all material respects with applicable building, zoning, safety and accessibility requirements.

The Tenant shall obtain and maintain in full force throughout the Term all permits, licenses, registrations and governmental approvals required for the conduct of its retail business at the Premises, and shall provide copies thereof to the Landlord upon reasonable request.

Neither Party shall knowingly cause or permit the Premises to be used in violation of any applicable law, regulation or ordinance, including without limitation any laws relating to environmental protection, health and safety, data protection or anti-money laundering.

In the event that any change in applicable law shall require material alterations to the Premises during the Term, the cost of such alterations shall be borne by the Landlord to the extent that such alterations relate to the structure or base building, and by the Tenant to the extent that they relate specifically to the Tenant's particular business operations or interior installations.

Each Party shall promptly notify the other in writing upon receipt of any notice, order, citation or communication from a governmental authority alleging a violation of applicable law in relation to the Premises, and the Parties shall cooperate in good faith to address any such matter.

The Tenant shall not be in default hereunder by reason of any alleged violation of law which the Tenant is contesting in good faith by appropriate proceedings, provided that such contest does not expose the Landlord or the Premises to any material risk of forfeiture, lien or criminal liability.

The Tenant shall arrange and pay directly, as and when the same shall become due, for all utilities and services separately metered or supplied exclusively to the Premises, including without limitation electricity, gas, water, telecommunications, internet and refuse collection in respect of its retail operations.

Where utilities are not separately metered to the Premises, the Landlord shall allocate the cost thereof among the occupants of the building on a fair and reasonable basis, and shall provide the Tenant with reasonable supporting documentation evidencing such allocation upon request.

Operating expenses relating to the common areas and structural upkeep of the building, including without limitation structural insurance premiums, structural repairs, common area maintenance of a structural nature, and property taxes assessed upon the land and building, shall be borne by the Landlord and shall not be passed through to the Tenant.

Operating expenses relating specifically to the interior of the Premises and the Tenant's business operations, including without limitation interior cleaning, interior maintenance, the Tenant's insurance premiums and consumables, shall be borne by the Tenant.

The Landlord shall use commercially reasonable efforts to ensure the uninterrupted supply of utilities to the Premises to the extent such supply is within its control, and shall promptly address any interruption resulting from a cause within the Landlord's responsibility.

In the event of any interruption of utility services to the Premises exceeding [Number] consecutive Business Days, where such interruption is not attributable to the Tenant and renders the Premises substantially unfit for the Permitted Use, the Rent shall abate on a per diem basis for the duration of such interruption.

The Landlord shall not be entitled to levy any management fee, administrative charge or similar surcharge in respect of operating expenses chargeable to the Tenant hereunder, save for the actual, reasonable and documented out-of-pocket costs so incurred.

The Tenant shall be entitled to assign this Lease or to sublet all or any portion of the Premises with the prior written consent of the Landlord, such consent not to be unreasonably withheld, conditioned or delayed.

Notwithstanding the foregoing, the Tenant shall be entitled, without the consent of the Landlord but upon prior written notice thereto, to assign this Lease or to sublet the Premises to (i) any affiliate, parent or subsidiary of the Tenant, (ii) any entity resulting from a merger, consolidation or corporate reorganization involving the Tenant, or (iii) any purchaser of all or substantially all of the Tenant's business operations conducted at the Premises, provided that the proposed assignee or subtenant is of sound financial standing and shall use the Premises for the Permitted Use.

The Landlord shall be deemed to be acting reasonably in withholding its consent to an assignment or subletting only where the proposed assignee or subtenant (i) is of demonstrably inferior financial standing to the Tenant, (ii) intends to use the Premises for a purpose other than the Permitted Use, or (iii) is a person whose occupation would place the Landlord in breach of any existing contractual or legal obligation.

Any permitted assignment or subletting shall not relieve the Tenant of its primary liability for the performance of the obligations hereunder, save in the case of an assignment to an entity of equal or greater financial standing, in which case the Tenant shall be released upon the assignee's written assumption of this Lease.

The Landlord shall render its decision upon any request for consent to assignment or subletting within [Number] Business Days following receipt of a complete request, failing which such consent shall be deemed to have been granted.

The Tenant shall not be required to pay any premium, fee or share of profits to the Landlord in connection with any assignment or subletting, save for the Landlord's reasonable and documented out-of-pocket legal costs, not to exceed [Amount] [Currency] per transaction.

The Landlord shall be entitled to assign its interest in this Lease and in the Premises to any purchaser or successor in title of the Premises, provided that such purchaser or successor shall assume in writing all of the Landlord's obligations hereunder for the benefit of the Tenant.

The Landlord and its duly authorized representatives shall be entitled to enter upon the Premises, upon not less than [Number] Business Days' prior written notice to the Tenant, for the purposes of inspection, performance of the Landlord's repair and maintenance obligations, and the showing of the Premises to prospective purchasers, mortgagees or, during the final [Number] months of the Term, prospective tenants.

In the case of a bona fide emergency involving a threat to life or property, the Landlord may enter the Premises without prior notice, provided that the Landlord shall promptly notify the Tenant of such entry and the circumstances thereof.

Any entry by the Landlord shall be conducted during the Tenant's normal business hours, save in the case of emergency, and shall be undertaken in a manner that minimizes, to the extent reasonably practicable, any disruption to the Tenant's business operations.

The Landlord shall be accompanied, if the Tenant so requests, by a representative of the Tenant during any entry upon the Premises, and the Landlord shall observe all reasonable security, confidentiality and operational protocols established by the Tenant for its retail operations.

The Landlord shall indemnify and hold harmless the Tenant from and against any loss, damage or liability arising out of the Landlord's exercise of its right of entry hereunder, save to the extent caused by the negligence or wilful misconduct of the Tenant.

The Landlord shall not install or affix any "for sale" or "for lease" signs upon the Premises except during the final [Number] months of the Term, and only in such location and size as shall not materially interfere with the Tenant's own signage or business operations.

The exercise by the Landlord of its right of entry shall not constitute an eviction of the Tenant, a disturbance of the Tenant's quiet enjoyment, nor a termination of this Lease, provided the same is exercised in accordance with the provisions of this Section.

In the event that the Premises shall be damaged or destroyed, in whole or in part, by fire or other casualty, the Landlord shall, subject to the receipt of insurance proceeds and the availability of required permits, proceed with reasonable diligence to repair and reinstate the Premises to substantially their condition immediately prior to such casualty.

Pending the completion of such repair and reinstatement, the Rent shall abate equitably in proportion to the extent to which the Premises are rendered untenantable or unsuitable for the Permitted Use, with effect from the date of the casualty until such time as the Premises are restored and delivered back to the Tenant.

In the event that the Premises cannot reasonably be restored to tenantable condition within [Number] days following the date of the casualty, or in the event that the casualty occurs during the final [Number] months of the Term, either Party shall be entitled to terminate this Lease by written notice to the other, served within [Number] days following the date of the casualty, whereupon this Lease shall terminate without further liability on the part of either Party save in respect of accrued obligations.

In the event that the whole of the Premises shall be taken by any competent authority by way of expropriation, condemnation or eminent domain, this Lease shall terminate as of the date upon which possession is required to be surrendered to the condemning authority.

In the event that a portion only of the Premises shall be so taken, and such taking renders the remainder of the Premises unsuitable for the continued conduct of the Tenant's business, the Tenant shall be entitled to terminate this Lease by written notice to the Landlord served within [Number] days following the date of the taking.

In the event of a partial taking which does not entitle or lead to termination hereunder, the Rent shall be reduced in proportion to the area of the Premises so taken, and the Landlord shall, at its cost, make such alterations as are reasonably necessary to render the remaining portion of the Premises suitable for the Tenant's continued use.

The Tenant shall be entitled to make a separate claim against the condemning authority for the value of its leasehold interest, its trade fixtures, moving expenses, business interruption losses and any other recognized heads of damage, provided that such claim does not diminish the award otherwise payable to the Landlord.

Each of the following shall constitute an event of default on the part of the Tenant hereunder (a "Tenant Default"): (i) the failure to pay any instalment of Rent or other sum due hereunder within [Number] Business Days following written notice from the Landlord that the same is overdue; (ii) the material breach of any other covenant or obligation hereunder which breach remains uncured for a period of thirty (30) days following written notice thereof, or such longer period as may be reasonably required where the breach is not capable of cure within thirty (30) days and the Tenant is diligently pursuing cure; or (iii) the Tenant becoming insolvent, being wound up, or having a receiver or administrator appointed over substantially all of its assets.

Each of the following shall constitute an event of default on the part of the Landlord hereunder (a "Landlord Default"): (i) the failure to perform any material obligation hereunder, including without limitation structural repair and maintenance obligations, which failure remains uncured for a period of thirty (30) days following written notice thereof; or (ii) the Landlord becoming insolvent, being wound up, or losing title to the Premises in circumstances that materially impair the Tenant's quiet enjoyment.

Upon the occurrence and continuation of a Tenant Default, the Landlord shall be entitled, at its option, to (i) require specific performance of the Tenant's obligations; (ii) recover damages lawfully sustained as a consequence of such Default; or (iii) terminate this Lease by written notice to the Tenant, in which event the Tenant shall surrender the Premises in accordance with the provisions hereof.

Upon the occurrence and continuation of a Landlord Default, the Tenant shall be entitled, at its option, to (i) require specific performance; (ii) perform the Landlord's obligations and deduct the reasonable cost thereof from the Rent; (iii) recover damages; (iv) abate the Rent in proportion to the loss of use of the Premises; or (v) terminate this Lease by written notice to the Landlord without penalty.

In any action or proceeding brought by either Party against the other to enforce the provisions of this Lease, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees and costs, in addition to any other relief awarded.

Neither Party shall be in default hereunder in respect of any failure of performance to the extent that such failure is directly attributable to force majeure, being an event beyond the reasonable control of the affected Party and not caused by its negligence or wilful misconduct, provided that the affected Party gives prompt notice thereof and uses commercially reasonable efforts to mitigate the effects thereof.

No delay or failure on the part of either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof or of any other right or remedy.

The rights and remedies of each Party set forth herein are cumulative and are in addition to, and not in substitution for, any other rights or remedies available at law or in equity, save as expressly provided herein.

Upon the expiration of the Term or the earlier termination of this Lease in accordance with the provisions hereof, the Tenant shall peaceably surrender and yield up the Premises to the Landlord in good and tenantable condition, reasonable wear and tear, damage by casualty, and matters which are the responsibility of the Landlord excepted.

Prior to surrender, the Tenant shall be entitled to remove its trade fixtures, equipment, inventory, movable furnishings and such alterations and improvements as were installed by or on behalf of the Tenant and are capable of being removed without material damage to the structure of the Premises.

The Tenant shall repair, at its cost, any damage to the Premises occasioned by the removal of its property as aforesaid, but shall not be obligated to restore the Premises to their original condition save as expressly agreed in writing.

Any property of the Tenant remaining upon the Premises more than [Number] days after the date of surrender shall, at the option of the Landlord, be deemed abandoned and may be removed and disposed of by the Landlord at the Tenant's reasonable cost, provided that the Landlord shall have given the Tenant prior written notice and opportunity to retrieve such property.

The Tenant shall, upon surrender, deliver to the Landlord all keys, access cards, security codes and operating manuals pertaining to the Premises, and shall provide the Landlord with such reasonable assistance as may be required to effect an orderly transition.

The Parties shall, upon surrender, jointly inspect the Premises and prepare a schedule of condition, which schedule shall form the basis for determining any sums lawfully deductible from the Security Deposit.

The provisions of this Section, together with any other provisions hereof which by their nature are intended to survive termination (including without limitation those relating to indemnification, limitation of liability, confidentiality and governing law), shall survive the expiration or earlier termination of this Lease.

In the event that the Tenant shall remain in occupation of the Premises beyond the expiration of the Term with the express or tacit consent of the Landlord, such occupation shall be deemed to constitute a month-to-month tenancy upon the same terms and conditions as were in force immediately prior to expiration, save that either Party may terminate the same upon not less than thirty (30) days' prior written notice to the other.

The Rent payable during any period of holding over shall be equal to one hundred and ten percent (110%) of the monthly Rent payable immediately prior to the expiration of the Term, prorated for any partial month of occupation.

In the event that the Tenant shall remain in occupation of the Premises beyond the expiration of the Term without the consent of the Landlord, the Tenant shall be liable to pay to the Landlord occupancy charges at the holdover rate specified above, together with such actual, direct and documented damages as the Landlord may lawfully prove to have been sustained in consequence thereof.

Nothing in this Section shall be construed as granting the Tenant any right to remain in occupation of the Premises beyond the Term, nor as a waiver by the Landlord of any right to require surrender of the Premises upon expiration.

The Tenant shall not be liable for any indirect, consequential or special damages arising out of a holding over, including without limitation claims by prospective successor tenants, save in the case of wilful holdover in bad faith continuing for more than [Number] days following the Landlord's written demand for surrender.

This Agreement, together with all matters arising out of or in connection herewith (including non-contractual obligations), shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to its conflict of laws principles.

The Parties shall endeavour to resolve amicably, through good faith negotiations between senior representatives, any dispute, controversy or claim arising out of or in connection with this Lease, including any question regarding its existence, validity, interpretation, performance, breach or termination.

In the event that any such dispute cannot be resolved by negotiation within thirty (30) days following written notice from one Party to the other of the existence thereof, the Parties shall refer the dispute to mediation administered by a mutually acceptable mediator, to be conducted in [City/Place of Mediation].

Any dispute which has not been resolved by mediation within sixty (60) days following the commencement of mediation shall be finally resolved by [arbitration/the competent courts] seated in [Seat/Venue], conducted in the [Language] language, and the decision rendered therein shall be final and binding upon the Parties.

Notwithstanding the foregoing, either Party shall be entitled to seek interim or injunctive relief from any court of competent jurisdiction in order to preserve its rights or prevent irreparable harm pending resolution of a dispute.

Each Party shall bear its own costs incurred in connection with any dispute resolution proceedings hereunder, save that the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs as part of any award or judgment rendered in its favour.

The Parties hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may have to the jurisdiction or venue selected herein, and any claim that any such proceedings have been brought in an inconvenient forum.

All notices, demands, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, sent by internationally recognized courier, or transmitted by electronic mail with confirmation of receipt, addressed to the Parties at the addresses set forth hereinabove, or at such other addresses as the Parties may from time to time designate by written notice.

Notices shall be deemed to have been duly given (i) upon delivery, if delivered personally; (ii) upon the second Business Day following dispatch, if sent by courier; or (iii) upon acknowledgment of receipt, if transmitted by electronic mail during normal business hours in the recipient's locality.

This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether oral or written, pertaining thereto.

No amendment, modification or variation of this Agreement shall be effective unless made in writing and duly executed by authorized representatives of both Parties. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving Party, and no such waiver shall operate as a waiver of any other provision or of any subsequent breach.

If any provision of this Agreement shall be held to be invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the remaining provisions hereof, which shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the affected provision with a valid provision reflecting as closely as possible the original commercial intent.

This Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective permitted successors and assigns.

Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency or employment relationship between the Parties, each Party being an independent contractor with respect to the other.

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed to be original signatures for all purposes.

The relationship created hereunder is strictly that of landlord and tenant, and no provision hereof shall be construed as conferring upon the Tenant any ownership interest in the Premises other than the leasehold interest hereby demised.