Tenant-Friendly Land Lease Agreement Template

"Agreement" means this Land Lease Agreement, including any written amendments executed by both Parties in accordance with its terms.

"Premises" means the parcel of land described in the recitals and located at [Property Location], together with all appurtenant rights, water rights, easements and privileges, and all existing fences, gates, wells, irrigation works, drainage and other fixtures belonging to the Landlord as of the Effective Date, but excluding the Reserved Rights.

"Reserved Rights" means the rights expressly reserved to the Landlord under this Agreement, being [description of reserved rights, such as mineral rights, existing third-party easements and rights of inspection].

"Initial Term" means the period commencing on the Commencement Date and expiring on the date that is [number] years thereafter, unless sooner terminated in accordance with this Agreement.

"Commencement Date" means [Commencement Date].

"Renewal Term" means each successive period of [number] years for which the Term is extended by the Tenant pursuant to the renewal options granted in this Agreement.

"Term" means the Initial Term together with each Renewal Term validly exercised.

"Base Rent" means the annual rent payable by the Tenant for the Premises, in the amount of [Currency and Amount] for the first Lease Year, as increased from time to time in accordance with this Agreement.

"Lease Year" means each consecutive period of twelve (12) months commencing on the Commencement Date or on an anniversary of the Commencement Date.

"Permitted Use" means the uses of the Premises described in this Agreement, including farming, crop production, livestock grazing and ancillary activities.

"Tenant Improvements" means all buildings, structures, fences, irrigation systems, drainage works, storage facilities, soil improvements, equipment and other improvements, fixtures and installations constructed, installed or made on the Premises by or on behalf of the Tenant during the Term, but excluding Tenant's Removable Property.

"Tenant's Removable Property" means all crops, livestock, machinery, vehicles, tools, movable equipment, trade fixtures and other personal property of the Tenant or its permitted subtenants that can be removed without material damage to the Premises.

"Hazardous Substances" means any substance, material or waste that is regulated, or is classified as hazardous, toxic, polluting or contaminating, under any Applicable Law, including petroleum products, asbestos, certain pesticides, herbicides and fertilizers when used or stored in violation of Applicable Law, and any other substance that may pose a risk to human health or the environment.

"Baseline Assessment" means the written environmental and soil assessment of the Premises described in this Agreement, documenting the condition of the Premises as at the Commencement Date.

"Applicable Law" means all laws, regulations, ordinances, orders, permits and binding requirements of any competent governmental or regulatory authority applicable to the Premises, the Parties or the Permitted Use from time to time.

"Event of Default" has the meaning given to it in this Agreement.

"Force Majeure Event" means any event beyond the reasonable control of the affected Party, including drought, flood, fire, storm, disease or pest outbreak, epidemic, war, civil disturbance, act of government or other event that could not have been prevented by reasonable diligence.

"Business Day" means any day other than a Saturday, Sunday or a public holiday in [jurisdiction].

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa, and "including" means "including without limitation". References to a Party include its successors and permitted assigns, and references to any law include such law as amended or re-enacted from time to time.

If there is any conflict between a provision of this Agreement and any other document relating to the Premises executed by the Parties before the Effective Date, this Agreement shall prevail. Each provision shall be construed as if drafted jointly by the Parties, and no rule of construction against the drafting Party shall apply.

The Landlord hereby demises and leases to the Tenant, and the Tenant hereby takes on lease from the Landlord, the Premises for the Term, upon and subject to the terms and conditions of this Agreement.

The Landlord shall deliver exclusive possession of the Premises to the Tenant on the Commencement Date, free from all tenancies, occupancies, grazing licenses, liens and other rights of third parties, except those encumbrances disclosed in writing and listed in [Permitted Encumbrances], and in a condition suitable for the Permitted Use.

The Landlord reserves the Reserved Rights only. The Landlord shall exercise the Reserved Rights in a manner that does not unreasonably interfere with the Tenant's use and enjoyment of the Premises or the Permitted Use, and shall promptly repair, at the Landlord's cost, any damage to crops, livestock, Tenant Improvements or the Premises caused by such exercise.

The Landlord represents and warrants to the Tenant that: it is the sole legal and beneficial owner of the Premises; it has full power and authority to enter into this Agreement; the Premises are not subject to any mortgage, charge or other encumbrance that would entitle any person to terminate this Agreement or disturb the Tenant's possession, except as disclosed in writing; and there are no pending or threatened proceedings, claims or notices affecting the Premises.

The Landlord shall, upon the Tenant's request, procure from each existing or future mortgagee, chargeholder or other secured creditor of the Premises a written non-disturbance undertaking in customary form, under which the Tenant's possession and rights under this Agreement shall not be disturbed so long as no Event of Default has occurred and is continuing.

The Landlord acknowledges that the Tenant's rights under this Agreement are real rights in the Premises for the Term to the fullest extent permitted by Applicable Law, and the Tenant may, at its own cost, record a memorandum of lease in the appropriate land records. The Landlord shall execute all documents reasonably required for that purpose within [number] Business Days after request.

The Term shall commence on the Commencement Date and, unless extended or sooner terminated in accordance with this Agreement, shall continue for the Initial Term.

The Landlord hereby grants to the Tenant [number] successive options to renew the Term (each a "Renewal Option"), each for a Renewal Term of [number] years, exercisable on the terms set out in this Section.

The Tenant may exercise each Renewal Option by giving written notice to the Landlord not less than [number] days and not more than [number] days before the expiry of the then-current Initial Term or Renewal Term. The Renewal Option shall be validly exercised even if the Tenant is then in breach of a non-monetary obligation which has not been the subject of a written default notice that remains uncured beyond the applicable cure period.

Each Renewal Term shall be on the same terms and conditions as this Agreement, except that there shall be no further renewal option after the final Renewal Option has been exercised, and Base Rent shall be determined in accordance with the fixed escalation provisions of this Agreement without any reset to market value.

If the Tenant fails to give timely notice of renewal, the Landlord shall give the Tenant written notice of such failure, and the Tenant shall have a further period of [number] days after receipt of that notice within which to exercise the Renewal Option.

If the Tenant remains in possession of the Premises after expiry of the Term with the Landlord's consent, express or implied, the tenancy shall continue as a periodic tenancy from [month to month / year to year] at the Base Rent applicable immediately before expiry, terminable by either Party on not less than [number] days' written notice, but the Tenant may terminate on [number] days' notice at any time.

The Tenant may terminate this Agreement effective at the end of any Lease Year, without penalty, by giving the Landlord not less than [number] days' prior written notice if the Premises become unsuitable for the Permitted Use for reasons not attributable to the Tenant, including loss of water supply, persistent contamination or loss of legal access.

The Tenant shall pay to the Landlord Base Rent for the first Lease Year in the amount of [Currency and Amount], payable in [annual / semi-annual / quarterly] installments in [advance / arrears] on [payment dates], by bank transfer to the account designated by the Landlord in writing: [Landlord Bank Account Details].

On the first day of each Lease Year after the first (each an "Adjustment Date"), Base Rent shall increase by a fixed percentage of [number] percent ([number]%) of the Base Rent payable for the immediately preceding Lease Year. Such increase shall be the sole means of adjusting Base Rent during the Term, including each Renewal Term, and no other rent review, market adjustment or index-linked increase shall apply.

Base Rent for the first Lease Year shall be [abated / reduced to [Amount]] for the period of [number] months following the Commencement Date to permit the Tenant to establish its operations, and the Adjustment Date percentage shall be applied to the full unabated Base Rent.

The Tenant shall pay each installment of Base Rent within [number] days after receipt of the Landlord's written invoice. The Landlord shall issue each invoice not less than [number] days before the due date and shall provide all tax and payment documentation reasonably required by the Tenant. No late payment shall bear interest or constitute a default until the Tenant has received written notice of non-payment and failed to pay within the cure period in this Agreement.

If any amount payable under this Agreement is not paid when due and remains unpaid after the applicable cure period, interest shall accrue on the overdue amount from the due date until payment at the rate of [number] percent per annum, which the Parties agree is a reasonable estimate of the Landlord's loss and not a penalty.

Base Rent shall be reduced proportionately for any period during which the Tenant is deprived of the use of any part of the Premises by reason of the Landlord's act or omission, breach of this Agreement, defect in title, or the exercise of the Reserved Rights, or by reason of casualty or condemnation as provided in this Agreement.

Base Rent is the entire amount payable by the Tenant for the use of the Premises. The Tenant shall have no obligation to pay any other charge, fee, premium or contribution to the Landlord unless expressly provided in this Agreement. Payments made in good faith by the Tenant against a disputed invoice shall not constitute a waiver of the Tenant's right to recover any overpayment.

The Tenant may use the Premises for the following purposes (the "Permitted Use"): farming, cultivation of crops, horticulture, pasture, livestock grazing and husbandry, hay and forage production, and all activities customarily incidental to the foregoing, including the storage of crops, feed, fertilizer, equipment and produce, and the use of the Premises for [additional permitted uses, e.g., storage or solar arrays, if agreed].

The Tenant shall have the right, at its discretion, to determine the crops, varieties, livestock species and numbers, rotation schedules, cultivation methods, stocking rates and operational practices on the Premises, provided that they are conducted in accordance with Applicable Law and generally accepted good husbandry standards.

The Tenant may erect, install and operate on the Premises such fences, water points, irrigation systems, drainage works, livestock shelters, storage buildings, silos, access tracks and utility connections as are reasonably required for the Permitted Use, subject to obtaining required permits, which the Landlord shall assist in obtaining at no cost to the Landlord.

The Tenant may use, extract and manage water from sources on or serving the Premises for the Permitted Use to the extent permitted by Applicable Law and the water rights appurtenant to the Premises. The Landlord shall not transfer, encumber or otherwise impair such water rights during the Term.

The Tenant may employ contractors, workers, agents and seasonal labor on the Premises, and may grant to third parties licenses to graze or harvest on the Premises in connection with the Tenant's own operations, provided that the Tenant remains responsible for such persons' compliance with this Agreement.

The Tenant shall be the sole owner of all crops, produce, livestock, offspring, and products grown, raised or produced on the Premises during the Term, and the Landlord waives any statutory, contractual or common lien, claim or right of distress over them.

Any change to the Permitted Use by the Tenant to a use not described in this Section requires the Landlord's prior written consent, not to be unreasonably withheld, conditioned or delayed, and which shall be deemed given if the Landlord does not object in writing within [number] days after request.

The Landlord grants to the Tenant, its employees, contractors, invitees, suppliers, livestock haulers and agents, a non-exclusive right of access to the Premises at all times, twenty-four hours a day, every day of the year, over the Landlord's adjoining land and existing roads and tracks as described in [Access Route Description], for vehicles, machinery and livestock.

The Landlord shall maintain, and shall not obstruct, relocate or restrict, the access routes and shall procure that any rights of way over the land of third parties serving the Premises are maintained for the benefit of the Tenant. If access is interrupted for any reason attributable to the Landlord, Base Rent shall abate for the period of interruption.

The Landlord grants to the Tenant such easements over the Landlord's adjoining land as are reasonably necessary for the installation, maintenance, repair and replacement of utility lines, water pipes, drainage channels, irrigation channels and communication lines serving the Premises.

The Landlord may enter the Premises for inspection, or to exercise the Reserved Rights, only upon not less than [number] Business Days' prior written notice to the Tenant, during daylight hours, accompanied by a representative of the Tenant if the Tenant so elects, and in compliance with the Tenant's reasonable biosecurity, animal welfare and safety protocols. Except in a genuine emergency, the Landlord shall not enter areas where livestock are held, or crops are at a sensitive stage, without the Tenant's consent.

The Landlord covenants that the Tenant, on paying Base Rent and observing its obligations under this Agreement, shall peaceably and quietly hold and enjoy the Premises for the Term without interruption, disturbance, claim or demand by the Landlord or any person claiming through or under the Landlord.

The Landlord shall not, without the Tenant's prior written consent, grant any new easement, license, lease, covenant, restriction or other right over the Premises that would interfere with the Permitted Use or reduce the usable area of the Premises, and any such right granted without consent shall be subordinate to this Agreement.

The Landlord shall defend, at its own cost, the Tenant's possession and title to the leasehold against any adverse claim by any third party, and the Tenant may, at its option and upon notice to the Landlord, defend such claim and offset reasonable costs against Base Rent.

The Parties acknowledge that, prior to or within [number] days after the Commencement Date, the Tenant shall be entitled to commission, at the [Landlord's / shared / Tenant's] cost, an independent qualified environmental consultant to prepare the Baseline Assessment, including soil sampling, groundwater and surface water testing, and an inventory of any Hazardous Substances, buried waste, tanks and structures on the Premises.

The Tenant shall deliver a copy of the Baseline Assessment to the Landlord, and unless the Landlord notifies the Tenant in writing within [number] days of receipt of specific, reasoned objections, the Baseline Assessment shall be conclusive evidence of the condition of the Premises as at the Commencement Date. The Landlord shall have a right of access for the purpose of the Baseline Assessment.

The Landlord represents and warrants that, to the best of its knowledge after due inquiry, no Hazardous Substances are present on, in, under or migrating from the Premises except as disclosed in the Baseline Assessment, and that the Premises have not been used for any purpose that would reasonably be expected to give rise to contamination.

The Landlord shall be solely responsible, at its own cost, for the investigation, removal, remediation and monitoring of all Hazardous Substances and contamination existing at the Commencement Date or arising from the acts or omissions of the Landlord, its agents, prior occupiers or third parties (other than the Tenant) at any time, and for all fines, claims and liabilities arising from them, whether discovered during or after the Term.

The Tenant shall comply with Applicable Law in connection with its use of Hazardous Substances in the ordinary course of the Permitted Use, including agrichemicals, fuel, fertilizers and veterinary products, and shall be responsible only for contamination to the extent proven to have been caused by the Tenant's breach of Applicable Law during the Term, measured against the Baseline Assessment.

If contamination for which the Landlord is responsible interferes with the Permitted Use, the Tenant may suspend operations on the affected area, Base Rent shall abate proportionately for the affected area, and, if the Landlord fails to commence remediation within [number] days of notice, the Tenant may remediate at the Landlord's cost, set off such costs against Base Rent, or terminate this Agreement on written notice.

The Landlord's obligations under this Section shall survive the expiry or termination of this Agreement. The Tenant shall have no liability for any natural conditions, off-site migration, historical contamination or conditions that were not identified in the Baseline Assessment, unless caused by the Tenant.

The Tenant may, at its own cost and without the Landlord's consent, construct, install and alter Tenant Improvements that are reasonably required for the Permitted Use. For any substantial permanent building costing more than [Currency and Amount], the Tenant shall give the Landlord not less than [number] days' prior written notice, and the Landlord shall not unreasonably object.

Title to all Tenant Improvements shall remain vested in the Tenant during the Term, notwithstanding the manner of their attachment to the Premises. Tenant's Removable Property shall at all times remain the property of the Tenant and may be removed at any time.

The Landlord hereby waives any right of distress, lien, security interest or other claim against Tenant Improvements and Tenant's Removable Property, and shall, within [number] Business Days after request, execute such waivers as the Tenant's lenders or financiers may reasonably require.

Upon expiry or termination of this Agreement for any reason other than termination by the Landlord for an uncured Event of Default consisting of non-payment of Base Rent, the Tenant shall be entitled, at its election by written notice, to remove the Tenant Improvements within the period specified in this Agreement, or to leave them in place, in which case the Landlord shall have the right to retain them only upon payment of compensation to the Tenant.

If the Landlord retains any Tenant Improvements, the Landlord shall pay to the Tenant compensation equal to the greater of (a) the depreciated replacement cost of such Tenant Improvements, calculated on a straight-line basis over [number] years from the date of completion, and (b) the amount by which such Tenant Improvements increase the market value of the Premises, as determined by an independent qualified valuer in accordance with the dispute resolution provisions of this Agreement if the Parties do not agree within [number] days. The Tenant shall also be compensated for the unexhausted value of soil improvements, fertilization, liming, drainage and pasture establishment.

Compensation shall be paid in full within [number] days after expiry or termination of this Agreement, and the Tenant shall be entitled to remain in possession of, and to exercise a right of retention over, the relevant Tenant Improvements and the Premises until payment is made, without liability for rent beyond the Base Rent in effect. Any amount unpaid shall bear interest at the rate specified in this Agreement.

Any Tenant Improvements which the Landlord has not agreed to purchase may be removed by the Tenant, who shall make good any material damage caused by removal, but the Tenant shall not be required to remove foundations, underground pipes, drainage, fencing or soil improvements, nor to restore the Premises to a condition prior to such improvements.

The Tenant shall maintain the Premises in a condition consistent with good agricultural practice and shall keep Tenant Improvements in reasonable repair, fair wear and tear, casualty, Force Majeure Events, natural deterioration and conditions existing at the Commencement Date excepted.

The Tenant shall take reasonable measures to control noxious weeds, pests and erosion on the Premises, to protect soil quality, and to manage grazing in a manner that avoids long-term degradation of the pasture, having regard to local conditions and seasonal circumstances.

The Landlord shall be responsible, at its own cost, for structural repairs and capital replacements of any Landlord-owned fixtures, wells, boundary fences, access roads and drainage works existing at the Commencement Date, except to the extent that damage is caused by the Tenant's negligence. If the Landlord fails to perform within [number] days of notice (or promptly in an emergency), the Tenant may perform such work and recover the reasonable cost from the Landlord or set it off against Base Rent.

The Tenant shall not be liable for any deterioration of the Premises resulting from weather, drought, flood, fire, disease, pests, natural processes, or any act or omission of the Landlord or third parties, nor for failure to cultivate during periods in which cultivation is impracticable.

The Tenant may rest, fallow, rotate or reseed parts of the Premises in accordance with sound agronomic judgment, and nothing in this Agreement requires the Tenant to cultivate or stock the entire Premises at all times.

The Tenant shall keep the boundaries of the Premises reasonably identifiable and shall notify the Landlord promptly of any material encroachment, trespass or adverse claim of which it becomes aware.

Any dispute as to the allocation of repair or maintenance responsibilities shall not entitle the Landlord to suspend performance of its obligations, nor to withhold quiet enjoyment, and shall be resolved under the dispute resolution provisions of this Agreement.

The Landlord shall pay, when due, all real property taxes, land levies, assessments, rates and charges imposed upon the Premises or the Landlord in respect of ownership of the Premises, including any increase arising from improvements made by the Landlord, and any assessments for capital works benefiting the Premises.

The Tenant shall pay, when due, any taxes levied specifically on the Tenant Improvements, crops, livestock and Tenant's Removable Property, and, to the extent separately assessed, the Premises' agricultural use assessment attributable solely to the Tenant's business operations, subject to the Tenant's right to contest.

If the Landlord fails to pay any tax or charge that could result in a lien or forfeiture affecting the Premises or the Tenant's leasehold, the Tenant may pay it on the Landlord's behalf and deduct the amount, together with interest at the rate stated in this Agreement, from Base Rent.

If the Landlord receives any refund, rebate, subsidy, grant, incentive or compensation payment relating to the Tenant's use of the Premises, the Tenant's operations or the Tenant Improvements (including any agricultural or conservation payment program), the Landlord shall pay or pass through the amount to the Tenant within [number] days of receipt, except to the extent it relates to the Landlord's own activities.

The Tenant shall arrange and pay for all utilities that it consumes on the Premises, including water, electricity, gas, telecommunications and waste services, being those billed directly to the Tenant on the basis of its metered use. The Landlord shall not be entitled to any mark-up on utility costs.

The Tenant may contest in good faith any tax, assessment or charge payable by it, and the Landlord shall cooperate, at no cost to the Landlord, in any such contest. Taxes shall be apportioned between the Parties on a daily basis for any partial period at the beginning or end of the Term.

The Tenant shall maintain throughout the Term commercial general liability insurance with limits of not less than [Currency and Amount] per occurrence, and insurance on Tenant Improvements and Tenant's Removable Property in such amounts as it considers prudent. The Tenant may satisfy these requirements by blanket, umbrella or self-insured arrangements, and shall provide evidence of coverage to the Landlord upon reasonable request.

The Landlord shall maintain throughout the Term property insurance covering Landlord-owned improvements and fixtures on the Premises, and liability insurance in respect of its ownership of the Premises, with limits of not less than [Currency and Amount]. The Landlord shall name the Tenant as an additional insured under its liability policy where available.

Each Party waives all rights of recovery against the other, and its agents and employees, for any loss or damage to property to the extent covered, or required under this Agreement to be covered, by insurance, and shall cause its insurers to waive rights of subrogation accordingly.

The Landlord shall indemnify, defend and hold harmless the Tenant and its officers, directors, employees, agents, successors and assigns from and against all claims, losses, liabilities, damages, penalties, costs and expenses (including reasonable legal fees) arising out of: (a) any breach by the Landlord of this Agreement or its representations and warranties; (b) any Hazardous Substances for which the Landlord is responsible; (c) any defect in the Landlord's title; and (d) any negligence or wilful misconduct of the Landlord, its employees, contractors or invitees.

The Tenant shall indemnify the Landlord against third-party claims for bodily injury or property damage occurring on the Premises during the Term, to the extent caused by the negligence or wilful misconduct of the Tenant or its employees, but excluding any claim to the extent arising from the matters for which the Landlord indemnifies the Tenant, the Landlord's own negligence, or any Force Majeure Event.

The Tenant's aggregate liability under or in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed an amount equal to [number] times the annual Base Rent in effect at the time the liability arose. Neither Party shall be liable to the other for loss of profit, loss of crops (except to the extent caused by the Landlord's breach), loss of business or indirect, consequential, special or punitive damages, except that this exclusion shall not limit the Landlord's liability for losses suffered by the Tenant due to the Landlord's breach of its obligations on possession, access, title or the environmental condition of the Premises.

A Party seeking indemnification shall give prompt notice of any claim, allow the indemnifying Party to control the defense with counsel of reasonable selection, and cooperate at the indemnifying Party's expense. Nothing in this Section limits liability that cannot be limited under Applicable Law.

The Tenant may assign this Agreement or sublet all or any part of the Premises, with prior written notice to the Landlord, to (a) any affiliate, parent or subsidiary of the Tenant, (b) any successor to all or substantially all of the Tenant's business or assets, whether by merger, sale or reorganization, or (c) any other person with the Landlord's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, and shall be deemed given if the Landlord does not respond within [number] days after request.

Upon an assignment to a person who assumes in writing the obligations of the Tenant arising after the effective date of assignment, the assigning Tenant shall be released from all further liability under this Agreement, except in respect of accrued and unpaid obligations as of that date.

The Tenant may, without the Landlord's consent, grant licenses for grazing, harvesting, contract farming, share farming and other agricultural arrangements in connection with the Permitted Use, and may permit use of the Premises by its contractors, customers and business partners.

The Tenant may mortgage, charge, or grant security over its leasehold interest and the Tenant Improvements to any lender or financier (a "Leasehold Mortgagee") without the Landlord's consent. The Landlord shall, within [number] Business Days after request, execute a customary acknowledgment, estoppel or direct agreement in favor of the Leasehold Mortgagee.

The Landlord shall give each Leasehold Mortgagee of which it has notice a copy of any default notice, and each Leasehold Mortgagee shall have an additional period of [number] days after the Tenant's cure period within which to cure, and may acquire the leasehold, enter into possession or sell it without breaching this Section. The Landlord shall not accept a surrender or agree to any amendment of this Agreement without the Leasehold Mortgagee's consent.

The Landlord may transfer its interest in the Premises only subject to this Agreement and upon the transferee's written assumption of all of the Landlord's obligations, with prior notice to the Tenant. Any transfer in breach of this Section shall not release the Landlord from liability, and the Tenant may continue to pay rent to the original Landlord until notice and details of the transfer are received.

The Landlord shall not mortgage, charge or otherwise encumber the Premises after the Effective Date unless the mortgagee first delivers to the Tenant a non-disturbance agreement recognizing the Tenant's rights under this Agreement, and any mortgage shall in any event be subject and subordinate to the Tenant's rights under this Agreement.

Each of the following events constitutes an "Event of Default" by the Tenant: (a) failure to pay Base Rent when due that continues for [number] days after the Tenant receives written notice of non-payment from the Landlord; (b) failure to perform any other material obligation under this Agreement that continues for [number] days after written notice specifying the breach in reasonable detail, provided that if the breach cannot reasonably be cured within that period the Tenant shall have such longer period as is reasonably necessary, so long as it commences and diligently pursues the cure; or (c) the Tenant becoming insolvent or subject to a winding-up order, where such proceeding is not dismissed within [number] days.

Upon an Event of Default by the Tenant that is continuing, the Landlord's sole remedies, subject to the provisions of this Section, shall be to: (a) recover unpaid Base Rent and other amounts due, together with interest; (b) recover damages directly caused by the breach, subject to the limitations of this Agreement; and (c) where the Event of Default is a failure to pay Base Rent or a material breach that materially and adversely affects the Landlord and is incapable of cure, terminate this Agreement by [number] days' further written notice, in accordance with Applicable Law.

The Landlord shall not be entitled to terminate this Agreement, re-enter the Premises, or exercise any right of distress, forfeiture or self-help except in accordance with this Section, and shall not have any right to seize or interfere with crops, livestock or the Tenant's Removable Property, and any termination shall be subject to the Tenant's right to harvest crops growing at the time of termination, remove livestock, and the Tenant's rights under this Agreement regarding compensation for improvements.

Each of the following constitutes an "Event of Default" by the Landlord: (a) failure to deliver or maintain possession, access or quiet enjoyment of the Premises; (b) breach of any representation or warranty in this Agreement; or (c) failure to perform any other obligation that continues for [number] days after written notice from the Tenant.

Upon an Event of Default by the Landlord, the Tenant may, in addition to any other remedy available under this Agreement or Applicable Law: (a) cure the default on the Landlord's behalf and recover the reasonable costs, with interest, by set-off against Base Rent or otherwise; (b) abate Base Rent proportionately to the extent of the loss of use; (c) seek specific performance or injunctive relief; (d) recover damages; and (e) terminate this Agreement upon written notice, in which case the Landlord shall pay compensation for Tenant Improvements as though the Landlord had retained them, together with the Tenant's reasonable relocation costs.

The Tenant may withhold payment of any amount disputed in good faith, pending resolution under the dispute resolution provisions of this Agreement, without such withholding constituting an Event of Default, provided that it pays the undisputed portion.

Each Party shall use reasonable efforts to mitigate its losses following any default by the other Party. No waiver of any default shall operate as a waiver of any other or subsequent default, and a waiver shall be effective only if in writing. The rights and remedies of the Tenant under this Agreement are cumulative.

If the whole or any part of the Premises is taken by, or conveyed under threat of, condemnation, expropriation or compulsory acquisition by any competent authority (a "Taking"), the Landlord shall promptly notify the Tenant, and this Agreement shall continue as to any part of the Premises not taken, with Base Rent reduced in proportion to the area or utility lost.

If the Taking, in the Tenant's reasonable opinion, renders the remainder of the Premises unsuitable or uneconomic for the Permitted Use, the Tenant may terminate this Agreement upon [number] days' written notice to the Landlord.

The Tenant shall be entitled to claim and receive directly from the condemning authority, independently of any award to the Landlord, compensation for the value of its leasehold interest, the Tenant Improvements, crops, loss of business, disturbance, relocation costs and Tenant's Removable Property. The Landlord shall not make any claim that reduces the Tenant's award.

If the Premises or any Tenant Improvements are damaged or destroyed by fire, flood or other casualty, the Tenant shall have the right to continue this Agreement, with Base Rent abated proportionately to the extent the Premises cannot reasonably be used for the Permitted Use, until the Premises are restored.

If the casualty renders a material portion of the Premises unusable for the Permitted Use for a period that the Tenant reasonably estimates will exceed [number] days, the Tenant may terminate this Agreement by written notice to the Landlord. The Landlord shall have no right to terminate this Agreement by reason of casualty, except where the Premises are totally destroyed and the Tenant has not elected to continue.

Neither Party shall be in default or liable for any failure or delay in performing its obligations (other than an obligation to pay money that is not disputed) to the extent caused by a Force Majeure Event, provided that it promptly notifies the other Party and uses reasonable efforts to resume performance. The Term shall not be extended by any Force Majeure Event, except that the Tenant's payment obligations shall be suspended or abated while the Tenant is prevented from using the Premises by a Force Majeure Event that affects the Premises directly for more than [number] consecutive days.

If a Force Majeure Event continues for more than [number] days and prevents the Tenant from making substantial use of the Premises, the Tenant may terminate this Agreement upon written notice without liability, subject to the Landlord's obligations to compensate the Tenant for retained Tenant Improvements.

Upon the expiry or earlier termination of this Agreement, the Tenant shall surrender the Premises to the Landlord in the condition required by this Agreement, ordinary wear and tear, damage by casualty or Force Majeure Event, condition existing at the Commencement Date, and the effect of the Permitted Use excepted.

The Tenant shall have a period of [number] days after expiry or termination (the "Removal Period") in which to remove Tenant's Removable Property, livestock and any Tenant Improvements which the Landlord has not elected to retain, and to harvest and remove any crops growing at the time. Where practicable, the Tenant's right to harvest shall continue until the crops are matured and harvested, and the Tenant shall pay a pro rata Base Rent for the extended period of possession.

The Tenant shall not be required to restore the Premises to its original condition, to remove or fill in wells, drainage, fencing, tracks or soil improvements, to reverse changes to the contours or fertility of the Premises resulting from normal farming operations, or to remedy matters recorded in the Baseline Assessment.

Within [number] days before the end of the Term, the Parties shall jointly inspect the Premises and, if either Party so requests, commission an exit environmental assessment by an independent consultant, the cost to be borne by the [Landlord / requesting Party], and compared against the Baseline Assessment. The Tenant shall be responsible for remediation only to the extent that the exit assessment demonstrates contamination caused by the Tenant in breach of Applicable Law.

Compensation for Tenant Improvements retained by the Landlord shall be paid as provided in this Agreement, and the Tenant shall not be required to hand over possession of the relevant parts of the Premises, other than for removal rights already exercised, until such compensation has been paid or secured to the Tenant's reasonable satisfaction.

Any Tenant's Removable Property remaining on the Premises after the Removal Period shall be deemed abandoned only after the Landlord has given the Tenant not less than [number] days' written notice, following which the Landlord may dispose of it, and shall remit any net proceeds to the Tenant after deducting reasonable costs.

The Landlord shall return any security deposit, prepaid rent and other sums owed to the Tenant within [number] days after the surrender of the Premises. The obligations in this Section shall survive expiry or termination of this Agreement.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute, claim or controversy arising out of or relating to this Agreement (a "Dispute") by good-faith negotiation between senior representatives, for a period of [number] days after written notice of the Dispute.

If the Dispute is not resolved by negotiation, either Party may refer it to non-binding mediation before a mediator agreed by the Parties or, failing agreement within [number] days, appointed by [Appointing Body], with the costs of the mediator shared equally.

If the Dispute is not resolved within [number] days after referral to mediation, it shall be finally resolved by [binding arbitration under the rules of [Arbitral Institution] by [one / three] arbitrator(s) seated in [City], conducted in the English language / the courts of [Jurisdiction], which shall have exclusive jurisdiction].

Any dispute concerning the valuation of Tenant Improvements or the amount of compensation payable under this Agreement shall be referred, at the request of either Party, to an independent qualified valuer with agricultural land experience, appointed by agreement or by [Appointing Body], acting as an expert and not as an arbitrator, whose determination shall be final and binding on the Parties save for manifest error, and whose fees shall be borne equally unless the valuer determines otherwise.

Nothing in this Section prevents either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction to protect its possession, rights or property, including in respect of the Tenant's access to the Premises or its crops and livestock. The Landlord shall not interfere with the Tenant's possession pending the resolution of any Dispute.

The prevailing Party in any proceeding arising out of this Agreement shall be entitled to recover its reasonable costs and legal fees from the other Party. The Parties shall continue to perform their obligations during the pendency of any Dispute.

All notices under this Agreement shall be in writing and delivered by hand, recognized courier, or registered mail, with a copy by email, to the addresses set out in the signature section of this Agreement, or to such other address as a Party may notify. Notices shall be deemed received upon delivery if delivered during business hours, and otherwise on the next Business Day.

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

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the affected provision with a valid provision that most closely achieves its intended economic effect.

No failure or delay by either Party in exercising any right shall operate as a waiver thereof, and no single or partial exercise of a right shall preclude any further exercise of that right or any other right.

This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective heirs, successors and permitted assigns, and the covenants of the Landlord shall run with the land and bind each successor in title to the Premises.

Each Party shall, at the request of the other, execute such further documents and take such further actions as are reasonably necessary to give effect to this Agreement, including the registration of a memorandum of this Agreement and the delivery of estoppel certificates confirming the status of this Agreement within [number] Business Days after request.

Each Party shall keep confidential the financial terms of this Agreement, except for disclosure to its professional advisers, lenders, insurers, prospective assignees, as required by Applicable Law, or in connection with the enforcement of this Agreement. The Landlord shall not disclose any information regarding the Tenant's operations, yields or business practices obtained through its access to the Premises.

This Agreement may be executed in any number of counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument. The Landlord and the Tenant each represent that the individuals executing this Agreement on their behalf are duly authorized to do so.