Massachusetts Commercial Lease Agreement Form
Massachusetts Commercial Lease Agreement.pdf Massachusetts Commercial Lease Agreement.doc This form allows for a landlord that owns retail, office, or industrial space to rent to a tenant that would l
This “Lease” is made this day of , , by and between
, a(n) [describe entity]
(“Landlord”) and , a(n)
[describe entity] (“Tenant”). Pursuant to the terms of this Lease, Landlord agrees to lease the Premises (hereinafter
defined) to Tenant and Tenant agrees to lease the Premises from Landlord on the terms set forth.
1. Premises. The “Premises” shall mean
, including the right to use the
hallways, stairs, and elevators, for access to and egress from said Premises and nearest rest rooms, in common with all
2. Term. The “Term” of this Lease shall be for the period of [insert
# of months or years], commencing on , (the “Commencement Date”) and
ending on , (the “Termination Date”).
3. Rent. The “Rent” for the Premises for the Term of the Lease is
dollars ($ ), payable in monthly installments
($ ) which is due, in advance, on the day of each calendar month. Rent shall be paid to
. In addition, Rent that is not received by Landlord
within fourteen (14) days of the due date shall accrue interest at the rate of one and one half percent (1ó%) per month for
each month, or part thereof, that Rent remains unpaid from the due date. Tenant’s agreement to pay Rent is independent of
every other agreement in this Lease.
Adjustments To Rent. Tenant agrees to pay a Pro Rata Share, as defined below, of the amount, if any, by which the
Landlord’s Expenses, as defined below, for each calendar year during the Term increases above the expenses for the Base
Year, as defined below, (“Expense Increase”) plus the amount, if any, by which Taxes, as defined below, for each calendar
year during the Term exceeds the Taxes for the Base Year (“Tax Increase”). If the Expenses or Taxes in any calendar year
decrease below the amount for the Base Year, Tenant’s Pro Rata Share of Expenses or Taxes, as the case may be, for that
calendar year shall be $0. Landlord shall provide Tenant with an estimate of the Expense Increase and of the Tax Increase
for each calendar year during the Term in good faith. On the date Rent is due each month, Tenant shall pay Landlord a
monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of both the Expense Increase
and Tax Increase. If Landlord does not provide Tenant with an estimate of the Expense Increase or the Tax Increase by the
end of the first business day of a calendar year, Tenant shall continue to pay monthly installments based on the previous
year’s estimate(s) until Landlord provides Tenant with the new estimate. As soon as practicable after the end of a calendar
year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Increase and the actual Taxes and
Tax Increase for the prior calendar year. Landlord shall apply any overpayment by Tenant against Rent due or next
becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any
overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Increase or estimated Tax
Increase for the prior calendar year is less than the actual Expense Increase or actual Tax Increase, as the case may be, for
such prior year, Tenant shall pay Landlord, within thirty (30) days after its receipt of the statement of Expenses or Taxes,
any underpayment for the prior calendar year.
Within one hundred eighty (180) days after receiving Landlord’s statement of Expenses, Tenant may give Landlord written
notice that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement
applies. Landlord shall make available all relevant records that are reasonably necessary for Tenant’s review, within a
reasonable time. Tenant shall be solely responsible for all costs, expenses and fees for the review. Within ninety (90) days
after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice identifying
each objection to Landlord’s statement of Expenses. If Tenant fails to give Landlord such notice of objection within the
ninety (90) day period or fails to provide Landlord with a notice, exercising Tenant’s right to review within the one hundred
eighty (180) day period, Tenant shall be deemed to have approved and accepted Landlord’s statement of Expenses and
waives any objection to the Expenses for that year. Tenant shall have no right to review Landlord’s records or to object to
any statement of Expenses if any Rent is overdue on the date of Tenant’s request or on the date of Tenant’s objection.
“Expenses” – means all costs incurred in each calendar year in connection with operation, repairing, maintenance and
management of the structure and the land on which the Premises is located, but not limited to: (a) labor costs, including
wages, salaries, bonuses, taxes, insurance, uniforms, training, retirement plans and employee benefits; (b) management fees
and the cost of operating a management office; (c) cost of services; (d) rental and purchase cost for tools, equipment, parts
and supplies; (e) accounting costs; (f) insurance premiums and deductibles; (g) utility costs; and (h) the amortized cost of
“Pro Rata Share”- means the percentage of the total that is determined by dividing the rentable square feet of the Tenant’s
Premises by the total rentable square feet in the structure in which the Premises is located. For purposes of this calculation
all parties agree that the rentable square feet of the Premises is sq. ft. and that the total rentable square feet of the
structure in which the Premises is located is sq. ft. For purposes of this calculation the Taxes and Expenses are
to be calculated as though the structure is fully occupied.
“Taxes” – means (a) all real property taxes on the land and structure in which the Premises is located; (b) all excise and
personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and
repair of the land and structure in which the Premises is located; and (c) all costs and fees incurred in connection with any
effort to reduce tax liabilities, including any costs incurred by Landlord to review, comply with or appeal tax liabilities.
Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share of any such increase in the Tax Excess within thirty (30)
days after Tenant’s receipt of a statement from Landlord.
“Base Year” – with regard to Expenses means the calendar year immediately preceding the Commencement Date; and with
regard to Taxes means the fiscal year (July 1 to June 30) immediately preceding the Commencement Date.
4. Utilities / Cleaning. Tenant agrees to pay, as they become due, the charge for electricity, water and other utilities
furnished to the Premises that are separately metered, including fuel for heat and electricity for air conditioning. Except as
provided above, the Landlord shall supply hot and cold water, heating, ventilating and air conditioning (“HVAC”) service
to the Premises and to the common hallways, stairways, elevators and restrooms during normal business hours. The Tenant
shall have the right to receive HVAC service during hours other than normal business hours, at Tenant’s sole expense,
provided that reasonable advance notice, as specified by Landlord, has been given. The Landlord shall provide cleaning or
janitorial services according to the custom and practice for premises of similar type and size. The Landlord shall have no
other obligation to provide any equipment or utilities within the Premises. No utilities for use within the Premises shall be
installed or connected by Tenant without written authorization from Landlord. The Landlord shall have no liability for
non-delivery or interruption of utilities to Tenant and Tenant shall have no right to abate Rent on account of same.
5. Condition and Possession. Landlord agrees to maintain the structure of any building of which the Premises is part in
the same condition as the structure is on the Commencement Date, excepting reasonable wear and tear and damage by fire
and other casualty. The Premises are accepted by Tenant in “as is” condition and without any other warranty or
representation from Landlord. The Landlord shall not be liable for any failure to deliver possession of the Premises or any
other space due to the holdover or unlawful possession of such space by any party. In such event, the Commencement Date
for such space shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from
occupancy by any party. In the event that the Tenancy is interrupted or terminated as a result of Force Majeure or other act
beyond the control of the Landlord, as defined in paragraph 23, shall not render Landlord liable to Tenant, constitute a
constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any
covenant or agreement. Tenant agrees that Tenant shall have the duty to comply with the requirements of the Americans
With Disabilities Act (“ADA”) concerning use of the Premises and Tenant agrees to indemnify and defend Landlord with
regard to any claim alleging violation of the ADA or similar law or regulation.
6. Security Deposit. Tenant shall pay a “Security Deposit” to Landlord in the amount of
dollars ($ upon the execution
of this Lease. The Security Deposit shall be maintained by Landlord, without interest, as security for the performance of
Tenant’s obligations. The Security Deposit is not an advance payment of Rent nor a measure of damages. Landlord may
use or apply all or part of the Security Deposit to satisfy past due Rent or to cure any Default of Tenant. If Landlord uses or
applies any part of the Security Deposit, Tenant shall, upon demand, replenish the Security Deposit to its original amount,
within thirty (30) days. Landlord agrees to return any remaining balance of the Security Deposit to Tenant within forty-five
(45) days after: a) the date Tenant surrenders the Premises to Landlord; or b) final determination of the Rent due from
Tenant; whichever is later. Landlord shall not be required to hold the Security Deposit in a separate account.
7. Permitted Use. The Premises shall be used for
No other use of the Premises is permitted. Tenant shall not use the Premises in a manner that interferes with the quiet
enjoyment of any property or premises owned or occupied by any other person. Tenant shall comply with all statutes,
codes, ordinances, orders, rules and regulations of each municipal, state or other governmental entity (“Laws”), regarding
the conduct of Tenant’s business and the use, condition, maintenance and occupancy of the Premises. No oil or hazardous
material and no toxic material or substance, including any material or substance, defined or regulated by Massachusetts
General Laws Chapter 21E, Section 1 et seq., shall be brought to or permitted to remain at the Premises. Tenant shall not
make any use of the Premises that renders the Premises uninsurable or that materially increases the cost of insurance to
Landlord. The Tenant shall not make any improvement or structural change to the Premises or erect a sign without written
consent of the Landlord. Reasonable non-structural changes may be made within the Premises with prior authorization of
the Landlord and Landlord agrees that consent shall not be unreasonably delayed or withheld. At the Termination Date any
alterations or improvements made by the Tenant that remain at the Premises shall become the sole property of the
Landlord. Landlord may, by written notice to Tenant at least thirty (30) days prior to the Termination Date, require Tenant,
at Tenant’s sole expense, to remove any alteration or improvement installed by or for the benefit of Tenant.
8. Entry by Landlord. Landlord has the right to enter the Premises to inspect or show the Premises, to clean and make
repairs, improvements or additions and to perform maintenance, repairs, improvements or additions to any portion of the
structure in which the Premises is located. Landlord shall provide Tenant with reasonable prior verbal notice before entry,
except that notice is not required in case of emergency, as determined in Landlord’s sole discretion. Entry by Landlord shall
neither constitute a constructive eviction nor entitle Tenant to an abatement or reduction of Rent.
9. Assignment and Subletting. Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow
any third party to use or occupy any portion of the Premises without the prior written consent of Landlord, which consent
shall not be unreasonably withheld. Within fourteen (14) business days after receipt of signed copies of any assignment,
sublease, transfer or encumbrance and any other information as the Landlord requests, Landlord shall either: a) consent to
the assignment, sublease, transfer or encumbrance by executing a consent agreement in a form satisfactory to Landlord; b)
refuse to consent to the Transfer; or (c) exercise its right to recapture any portion of the Premises that Tenant proposes to
assign, sublease, transfer or encumber. Tenant shall pay Landlord as additional rent fifty percent (50%) of all rent and other
consideration that Tenant receives as a result of any assignment, sublease, transfer or encumbrance that is in excess of the
Rent payable to Landlord for the relevant portion of the remaining Term. If Tenant is in default, Landlord may require that
all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount
of Tenant’s share of payments received by Landlord.
10. Liens. Tenant shall not permit a mechanic’s lien or other lien to be placed upon the land or structure in which the
Premises is located in connection with any work done by or for the benefit of Tenant. Tenant shall, within ten (10) days of
notice from Landlord, fully discharge any lien by settlement, by bonding or by insuring over the lien in the manner
prescribed by Law. If Tenant fails to do so, Landlord may bond, insure over or otherwise discharge the lien. Tenant shall
reimburse Landlord for any amount paid by Landlord, including, without limitation, reasonable attorneys’ fees.
11. Indemnification and Waiver. Tenant hereby waives all claims against and releases Landlord and its officers,
directors, employees, trustees, beneficiaries, partners, mortgagees and each of their successors and assigns from all claims
for any injury to or death of persons, damage to property or business loss in any manner related to: a) any act of a third
party; b) any act of God; c) bursting or leaking of any tank, pipe, drain or plumbing fixture; d) failure of any security
service, personnel or equipment; or e) any Force Majeure or other matter outside of the reasonable control of Landlord.
Except to the extent caused by the negligent or willful misconduct of Landlord, Tenant agrees to indemnify, defend and
hold Landlord harmless from all claims, debts, demands, liabilities, obligations, damages, penalties, costs and expenses,
including, without limitation, reasonable attorneys’ fees and expenses, that may be imposed by or against Landlord arising
out of or in connection with any damage or injury occurring in the Premises or any acts or omissions of Tenant or any of
Tenant’s guests, invitees, assignees, subleasees, contractors or licensees.
12. Insurance. Tenant shall maintain the following insurance (“Tenant’s Insurance”): a) commercial general liability
insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single
limit of dollars
($ ); b) property / business interruption insurance issued on an all risk or special perils form, with
coverage for water damage including earthquake sprinkler leakage, at replacement cost value and with a replacement cost
endorsement covering all of Tenant’s equipment fixtures, furniture, inventory, merchandise and other personal property in
the Premises as well as any leasehold improvements for the benefit of the Tenant; c) workers’ compensation insurance to
the extent required by law and in amounts as may be required by applicable statute and employers liability coverage of at
least $ per occurrence. Each commercial general liability insurance policy shall name Landlord
(or its successors and assignees) and their respective officers, directors, employees, and agents, and other designees of
Landlord and its successors as the interest of such designees shall appear, as additional named insureds. All policies of
Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least thirty (30)
days’ advance written notice of any cancellation, termination, material change or lapse of insurance. Tenant shall provide
Landlord with a certificate of insurance evidencing Tenant’s Insurance no later than the Commencement Date or the date
Tenant is provided with possession of the Premises, whichever is earlier. During the Term the Tenant shall provide
evidence of renewal or existence of such insurance as necessary to assure that Landlord always has current certificates
evidencing Tenant’s Insurance.
13. Broker’s Fee. The Landlord agrees to pay broker(s),
, duly licensed Massachusetts real estate broker(s), a fee of
dollars ($ for services
rendered in connection with the lease of the Premises. The Tenant represents and warrants that Tenant has not dealt with
any other broker in connection with rental of the Premises and agrees to indemnify, defend and hold Landlord harmless
from any claim, demand or liability of any other person seeking payment for services provided to Tenant in connection
with leasing the Premises.
14. Subrogation. Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and
all causes of action, claims, actions and rights of recovery against the other for any loss or damage with respect to Tenant’s
personal property, leasehold improvements, the structure in which the Premises is located, the Premises or any contents
thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have
been, had the insurance required by this Lease been obtained) covered by insurance.
15. Fire or Casualty. The Landlord has the right to terminate this Lease if all or any part of the Premises is damaged by
fire or other casualty to the extent that it cannot reasonably be repaired within one hundred (100) days after the date of such
fire or casualty. This right of termination is exercisable by written notice to Tenant within sixty (60) days of the date of the
fire or other casualty. If this Lease is not terminated, Landlord shall promptly and in good faith, seek to restore the
Premises. Such restoration shall be to substantially the same condition that existed prior to the fire or other casualty, except
for modifications required by law. Upon notice from Landlord, Tenant shall assign to Landlord (or Landlord’s designee) all
property insurance proceeds payable to Tenant under Tenant’s Insurance with respect to any leasehold improvements for
the benefit of Tenant; provided that if the estimated cost to repair such leasehold improvements exceeds the amount of
insurance proceeds received by Landlord from Tenant’s insurance carrier, the excess cost of such repairs shall be paid by
Tenant to Landlord prior to Landlord’s commencement of repairs. Within fourteen (14) days of demand, Tenant shall also
pay Landlord for any excess costs identified during the course of repair work. Landlord shall not be liable for any
inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the fire or other casualty or the repair
work. Provided that Tenant is not in default, during any period of time that all or a material portion of the Premises is
rendered unusable as a result of the fire or other casualty, the Rent shall abate for the portion of the Premises that is
16. Eminent Domain. Either party may terminate this Lease if any substantial part of the Premises is taken or condemned
for any public use under law or by eminent domain. Landlord shall also have the right to terminate this Lease if there is
such a taking of any portion of the structure in which the Premises is located or the land on which it is situated that would
have a material adverse impact on Landlord’s ability to operate the remainder of the structure/land. The terminating party
shall provide written notice of termination to the other party within sixty (60) days after first receipt of any notice of the
taking. The termination shall be effective on the date the taking becomes effective. All compensation awarded for a taking,
or sale proceeds, shall be the property of Landlord.
17. Tenant’s Default. A “Tenant’s Default” shall mean and include a circumstance when a) the Tenant fails to pay all Rent
when due, if such failure continues for three (3) business days after written notice to Tenant which notice shall be in
satisfaction of, and not in addition to, notice required by Law; or b) Tenant’s failure to comply with any term, condition,
requirement or covenant of this Lease (other than non-payment of Rent), if such failure is not cured within thirty (30)
business days after written notice to Tenant, which notice shall be in satisfaction of, and not in addition to, notice required
by law; or c) Tenant is declared bankrupt or insolvent or if any property of Tenant is the subject of an assignment for the
benefit of creditors.
18. Landlord’s Remedies. In the event of a Tenant’s Default, Landlord shall have the right to terminate this Lease or
terminate Tenant’s right to possession. Upon receipt of a notice of termination Tenant shall immediately surrender the
Premises to Landlord. If Tenant fails to surrender the Premises, Landlord may enter upon and take possession of the
Premises, in compliance with law. Notwithstanding the foregoing, the Tenant shall pay Landlord all past due Rent and
other damages, losses and expenses suffered by Landlord as a result of Tenant’s Default. Those costs and expenses shall
include the costs and expenses incurred in reletting or attempting to relet the Premises, including reasonable attorneys’ fees,
brokerage fees, the cost of physical alterations to the Premises and the reasonable value of other allowances or concessions
granted to a new tenant. The Landlord has the right to collect all rents and other payments from any reletting. The Landlord
shall not be responsible or liable for any delay or inability to relet all or part of the Premises or for the failure to collect any
rent. In lieu of determining damages as described above, Landlord may elect to receive as damages the sum of a) all Rent
accrued through the date of termination of this Lease or of Tenant’s right to possession, and b) an amount equal to the total
Rent that Tenant would have been required to pay for the remainder of the Term discounted to present value, minus the
then present fair rental value of the Premises for the remainder of the Term, comparably discounted, after deducting all
anticipated costs of reletting. If Tenant is in default of any of the non-financial duties under the Lease, Landlord shall have
the right to perform such duties. Upon demand, Tenant shall reimburse Landlord for the cost of such performance plus an
administrative fee equal to ten percent (10%) of the cost of the work performed. Termination of Tenant’s Lease or right to
possession or Landlord’s entry on all or part of the Premises shall not relieve Tenant of its duties and liabilities under the
Lease. Each right and remedy of the Landlord shall be separate and in addition to any other right and remedy now available
or hereafter available to Landlord.
19. Landlord’s Default. Before filing suit for any alleged default by the Landlord, Tenant shall give Landlord and each
Mortgagee about whose identity Tenant has been notified, written notice and a reasonable time to cure the alleged default.
In the event of a default by the Landlord in the terms of this Lease, no individual officer, director, agent, servant, employee,
trustee, stockholder or beneficiary of the Landlord shall be personally liable for performance of the Landlord’s obligations.
20. Subordination. Tenant agrees that this Lease is subject to and subordinate to each mortgage, ground lease or other
lien now or subsequently arising on the Premises, or on the land or structure in which the Premises is located. Tenant’s
agreement applies to any refinancing, renewal, modification, and extension of the mortgage. Upon request from the holder
of a mortgage, Tenant shall execute a commercially reasonable subordination agreement. As an alternative, any mortgagee
shall have the right, at any time, to subordinate its mortgage to this Lease. Upon request, Tenant shall deliver a
commercially reasonable estoppel certificate to those parties as are reasonably requested by Landlord, without payment,
within ten (10) days after receipt of a written request.
21. Notice / Addresses. All demands, approvals, consents or notices shall be in writing and delivered by hand or sent by
registered or certified mail with return receipt requested, or sent by overnight or same day service by hand at the party’s
respective address, set forth below. Each notice shall be deemed to have been received on the date of actual delivery or the
date on which delivery is refused, whichever is earlier. If Tenant has vacated the Premises without providing a new
address, each notice to Tenant shall be deemed to have been received three (3) days after notice is deposited in the mail of
the United States Postal Service or with a delivery service as described above. Either party may, at any time, change the
address set forth below (other than to a post office box) by giving the other party written notice of the new address.
22. Surrender of Premises. At the termination of this Lease or Tenant’s right of possession, Tenant shall remove all
personal property and surrender the Premises to Landlord in good order and in “broom clean” condition, ordinary wear and
tear and damage excepted, removing, as requested by Landlord, any improvements or alterations made by Tenant. If
Tenant fails to remove any of Tenant’s personal property within two (2) business days after termination, Landlord, at
Tenant’s sole cost and expense, shall be entitled to remove and store Tenant’s personal property. Landlord shall not be
responsible for the safekeeping or preservation of Tenant’s personal property. Tenant shall pay Landlord, upon demand, all
costs of storage. If Tenant fails to remove Tenant’s personal property from the Premises or from storage within thirty (30)
days after delivery of notice, Landlord may deem all or any part of Tenant’s Property to be abandoned and title to that
property shall vest in Landlord. If Tenant fails to remove any of the alternations or improvements made by Tenant by the
Termination Date and complete related repairs in a timely manner, Landlord may perform such work at Tenant’s expense.
If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, occupancy of the Premises after
termination shall be that of a tenancy at sufferance. Tenant’s occupancy shall be subject to all the terms and provisions of
this Lease and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover)
equal to two hundred percent (200%) of the sum of the Rent and of the Additional Rent due for the period immediately
preceding the holdover. No holdover by Tenant or acceptance of payment from the Tenant after the termination of this
Lease shall extend the Term or prevent Landlord from immediate recovery of possession of the Premises.
1) Time / Force Majeure. Time is of the essence of each provision of this Lease. The failure or delay of either party to
declare a default immediately upon its occurrence or a delay in taking action for a default shall not constitute a waiver.
Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of the
Security Deposit or Rent), the period of time for the performance of such action shall be extended by the number of days
that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil
disturbances and other causes beyond the reasonable control of the performing party (“Force Majeure“). Force Majeure
does not include financial difficulties of a party.
2) Attorneys’ Fees / Costs Of Suit. If either party commences suit for violation of or to enforce any covenant, term or
condition of this Lease, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses. Landlord and
Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease.
3) Sale / Assignment. Landlord shall have the right to transfer and assign, in whole or in part, all of its ownership interest,
rights and obligations in the Lease, including the Security Deposit, and upon transfer Landlord shall be released from any
further obligations hereunder, and Tenant agrees to look solely to the successor in interest of Landlord for the performance
of such obligations and the return of any Security Deposit.
4) Entire Agreement. This Lease constitutes the entire agreement between the parties and supersedes all prior agreements
and understandings related to the Premises. This Lease may be modified only by a written agreement signed by Landlord
and Tenant. This Lease shall be interpreted and enforced in accordance with the Laws of the Commonwealth of
5) Executive Order 13224. Tenant represents and warrants to Landlord that each individual executing this Lease on
behalf of Tenant is authorized to do so on behalf of Tenant and that Tenant is not, and the entities or individuals
constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not, among
the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying
24. Additional Provisions.
IN WITNESS WHEREOF, the parties have set forth their hands and seals.
TENANT or authorized agent Date
TENANT or authorized agent Date
LANDLORD or authorized agent Date