Tennessee office lease agreement template
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How Tennessee office lease agreement Differ from Other States
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Tennessee law requires specific language regarding landlord access rights, which may differ from other states’ notification requirements.
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Tennessee recognizes and regulates triple net leases distinctly, especially concerning property tax and insurance disclosures.
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The state imposes unique procedures for handling security deposits and their return, with detailed accounting and deadlines.
Frequently Asked Questions (FAQ)
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Q: Is notarization required for an office lease in Tennessee?
A: No, notarization is not required. However, it is recommended to have all parties sign for legal enforceability.
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Q: What disclosures must be made in a Tennessee office lease?
A: Tennessee requires disclosure of lead-based paint hazards (for older buildings) and the identity of property management.
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Q: How long does a landlord have to return a security deposit in Tennessee?
A: Landlords must return the security deposit within 30 days after lease termination, along with a detailed statement.
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Tennessee Office Lease Agreement
This Tennessee Office Lease Agreement (the "Agreement") is made and effective as of this [Date], by and between [Landlord's Full Legal Name], whose address is [Landlord's Tennessee Mailing Address] and whose Federal Tax Identification Number is [Landlord's Federal Tax ID Number] ("Landlord"), and [Tenant's Full Legal Name], whose address is [Tenant's Tennessee Mailing Address], and whose Federal Tax Identification Number is [Tenant's Federal Tax ID Number] ("Tenant"). If Tenant is an entity, evidence of Tenant’s authority to enter into this Agreement is attached hereto as Exhibit [Exhibit Letter]. Tenant’s registered agent is [Registered Agent Name] at [Registered Agent Address], if applicable.
Agreement Title: Office Lease Agreement
Effective Date: [Date]
Landlord: [Landlord's Full Legal Name]
- Contact Information: [Landlord's Phone Number], [Landlord's Email Address]
- Tennessee Mailing Address: [Landlord's Tennessee Mailing Address]
- Federal Tax ID Number: [Landlord's Federal Tax ID Number]
Tenant: [Tenant's Full Legal Name]
- Contact Information: [Tenant's Phone Number], [Tenant's Email Address]
- Tennessee Mailing Address: [Tenant's Tennessee Mailing Address]
- Federal Tax ID Number: [Tenant's Federal Tax ID Number]
- Registered Agent (if applicable): [Registered Agent Name], [Registered Agent Address]
Leased Premises
The Landlord leases to the Tenant, and the Tenant leases from the Landlord, the following described premises (the "Premises"):
- Property Address: [Property Address]
- Office Suite or Floor Number: [Office Suite or Floor Number]
- Square Footage: [Square Footage] (determined per [BOMA Standard, if used])
- Floor Plan: Attached hereto as Exhibit [Exhibit Letter]
- Designated Parking Spaces: [Number] spaces, identified as [Parking Space Numbers/Locations]
- Signage Rights: [Description of signage rights, e.g., lobby directory, suite door, exterior signage; restrictions]
- Building Access Points: [List access points, e.g., front entrance, loading dock]
- Rights to Shared Common Areas: Use of lobbies, reception areas, restrooms, conference rooms [Subject to availability and building rules], elevators, and break rooms.
Office Property Amenities
The Premises and the Building of which the Premises are a part have the following amenities:
- HVAC Specifications: [Description of HVAC system, hours of operation, temperature control]
- Internet Wiring and Providers: [Available internet providers and existing wiring]
- Security Systems: [Description of security system, access codes, surveillance]
- Access Hours: [Normal business hours and after-hours access procedures]
- ADA Compliance Features: [Description of ADA compliant features]
- Mail Delivery Arrangements: [Mailbox location, delivery schedule]
- After-Hours Utility Use: [Policies on after-hours use of utilities]
- Janitorial Schedule: [Frequency and scope of janitorial services]
Permitted Use
- The Premises shall be used exclusively for [Office Purposes].
- Tenant shall not use the Premises for any unlawful purpose.
- Subleasing and Assignment:
- Option A: Tenant shall not sublease or assign this Lease without Landlord's prior written consent, which consent shall not be unreasonably withheld.
- Option B: Tenant may sublease or assign this Lease with Landlord’s consent; Landlord may require a portion of sublease profits.
- Option C: Tenant shall not sublease or assign this Lease.
- Tenant shall comply with all applicable local commercial zoning, permitted occupancy under building codes, municipal office use regulations, and business license obligations under Tennessee law.
Lease Term
- Commencement Date: [Date]
- Expiration Date: [Date]
- Renewal Options:
- Option A: Tenant shall have the option to renew this Lease for [Number] additional term(s) of [Duration] each, upon providing Landlord with written notice at least [Number] months prior to the expiration of the then-current term. The rent for the renewal term shall be determined as follows: [Description of rent determination method, e.g., fair market value, CPI adjustment].
- Option B: There are no renewal options.
- Early Termination Rights:
- Option A: Tenant shall have the right to terminate this Lease early by providing Landlord with [Number] months' written notice and paying a termination fee of [Amount or Formula]. Landlord has a duty to mitigate damages as required by Tennessee law.
- Option B: There are no early termination rights.
- Expansion or Contraction Options:
- Option A: Tenant shall have the option to lease additional space in the Building, subject to availability.
- Option B: Tenant shall have the option to reduce the size of the Premises under the following conditions: [Specify conditions].
- Option C: There are no expansion or contraction options.
Rent
- Monthly Base Rent: [Amount]
- Escalation Schedule:
- Option A: Rent shall increase annually by [Percentage].
- Option B: Rent shall be adjusted according to the Consumer Price Index (CPI).
- Option C: Rent shall be reviewed and adjusted to fair market value every [Number] years.
- Security Deposit: [Amount]. The security deposit shall be used only to cover Tenant’s defaults and shall be returned to Tenant within [Number] days after termination of this Lease, less any deductions for damages or unpaid rent, as permitted by Tennessee law.
- Rent Deductions: [Describe allowable rent deductions, if any]
- Payment Methods: [Acceptable payment methods, e.g., check, electronic transfer]
- Due Date: Rent shall be due on the [Day] of each month.
- Grace Period: Tenant shall have a [Number] day grace period.
- Late Payment Fees: [Amount] (subject to Tennessee usury laws).
- Returned Check Fees: [Amount].
- Commercial Lease Taxes: [Allocation of any local or state commercial lease taxes].
Operating Expenses and Additional Rent
- Common Area Maintenance (CAM): Tenant shall pay its pro rata share of CAM expenses, which is [Percentage] of the total CAM expenses for the Building.
- Utilities:
- Option A: Utilities shall be separately metered and paid directly by Tenant.
- Option B: Utilities shall be included in CAM expenses.
- Option C: Utilities shall be allocated based on square footage.
- Janitorial: [Responsibility for janitorial services and associated costs]
- Taxes: Tenant shall pay its pro rata share of real property taxes.
- Building Insurance: Tenant shall pay its pro rata share of building insurance.
- Special Assessments: Tenant shall pay its pro rata share of any special assessments levied against the Building.
- Annual Operating Expense Budgets: Landlord shall provide Tenant with an annual operating expense budget for the Building.
Maintenance and Repair
- Landlord's Obligations: Landlord shall maintain and repair the exterior, structure, HVAC, electrical, and plumbing systems of the Building, and ensure the premises are safe, habitable, and fit for office occupancy consistent with Tennessee commercial code.
- Tenant's Obligations: Tenant shall maintain and repair the interior of the Premises, excluding items that are Landlord's responsibility. Tenant is responsible for damages caused by Tenant's negligence.
Tenant Improvements and Alterations
- Tenant shall obtain Landlord's prior written approval before making any alterations or improvements to the Premises.
- All alterations and improvements shall comply with applicable Tennessee construction and permitting regulations.
- Documentation of Approvals: Approvals shall be documented in writing and attached as amendments to this Lease.
- Core/Shell Condition Requirements: [Describe any requirements regarding the core and shell condition of the Premises]
- Restoration Responsibilities: Upon termination of this Lease, Tenant shall [Restore the Premises to its original condition or leave the alterations and improvements].
- Ownership of Improvements: All improvements shall become the property of the Landlord upon termination of this Lease, unless otherwise agreed in writing.
Compliance with Laws
- Both Landlord and Tenant shall comply with all applicable federal, state, and local laws, including the Tennessee Human Rights Act, ADA, worker safety laws, environmental laws, fire codes, security protocols, and insurance regulations.
- Business and Occupational Licensing: Tenant is responsible for obtaining and maintaining all necessary business and occupational licenses required by Tennessee law to operate its business from the Premises.
Insurance
- Tenant shall maintain property and liability insurance with minimum coverage amounts of [Amount].
- Landlord shall maintain property and liability insurance with minimum coverage amounts of [Amount].
- Proof of Insurance: Tenant shall provide Landlord with proof of insurance upon execution of this Lease and annually thereafter.
- Waiver of Subrogation: [Include waiver of subrogation clause]
- Insured Party Designations: [Specify insured party designations]
Indemnification
- Tenant shall indemnify, defend, and hold harmless Landlord from and against any and all claims, losses, damages, liabilities, and expenses arising from Tenant's use of the Premises, to the extent permitted by Tennessee law.
- Landlord shall indemnify, defend, and hold harmless Tenant from and against any and all claims, losses, damages, liabilities, and expenses arising from Landlord's negligence or willful misconduct.
Default and Remedies
- Grounds for Default: [Non-payment of rent, unauthorized use, prohibited alterations, non-compliance with law or lease]
- Notice and Cure Periods: Landlord shall provide Tenant with written notice of any default and a [Number] day cure period, as required by Tennessee law.
- Rights to Self-Help: [Describe any rights to self-help, if applicable, and to the extent permitted by Tennessee law]
- Re-Entry and Reletting: Landlord shall have the right to re-enter and relet the Premises upon Tenant's default.
- Termination Procedures: [Describe termination procedures in the event of tenant bankruptcy, abandonment, or condemnation]
Move-In and Move-Out
- Move-In Condition Report: A condition report shall be completed upon move-in and signed by both Landlord and Tenant.
- Keys/Access Devices: Landlord shall provide Tenant with keys/access devices to the Premises.
- Build-Out Timelines: [Specify any build-out timelines]
- Move-Out Procedures:
- Restoration Requirements: [Describe restoration requirements]
- Cleaning: Tenant shall leave the Premises in a clean and broom-swept condition.
- Return of Keys: Tenant shall return all keys to Landlord.
- Surrender Standards: Tenant shall surrender the Premises in good repair, reasonable wear and tear excepted.
- Removal/Disposal of Fixtures/Personal Property: Tenant shall remove all fixtures and personal property.
- Security Deposit Disposition: The security deposit shall be returned to Tenant within [Number] days after move-out, less any deductions for damages or unpaid rent, as permitted by Tennessee law.
Casualty and Condemnation
- Insurance Proceeds Allocation: [Describe how insurance proceeds will be allocated in the event of casualty]
- Restoration Rights and Timelines: [Specify rights and timelines for restoration]
- Rental Abatement Provisions: Rent shall be abated during any period of untenantability due to casualty or condemnation.
- Early Termination Rights: Tenant shall have the right to terminate this Lease if the Premises become untenantable due to casualty or condemnation.
Dispute Resolution
- Required Negotiation: The parties shall first attempt to resolve any disputes through good faith negotiation.
- Mediation/Arbitration:
- Option A: The parties agree to submit any disputes to mediation in [City, Tennessee] before resorting to litigation.
- Option B: The parties agree to submit any disputes to binding arbitration in [City, Tennessee].
- Choice of Law: This Lease shall be governed by the laws of the State of Tennessee.
- Venue: Exclusive venue for any legal proceedings shall be in the courts of [County] County, Tennessee.
- Attorneys' Fees: [Allocation of attorneys' fees in the event of litigation]
Estoppel Certificates, SNDAs, and Entry
- Estoppel Certificates: Tenant agrees to provide Landlord with an estoppel certificate upon request.
- Subordination and Non-Disturbance Agreements (SNDA): This Lease shall be subordinate to any existing or future mortgages on the Building, provided that Tenant receives a non-disturbance agreement from the mortgagee.
- Rights to Enter and Inspect: Landlord shall have the right to enter and inspect the Premises with reasonable notice, except in cases of emergency, in compliance with Tennessee statutes.
Signage
- Signage Rights: [Describe signage rights, restrictions, and responsibilities for permitting and removal under municipal ordinances]
Hazardous Materials
- Limitations on Hazardous Materials: Tenant shall not store or use any hazardous materials on the Premises without Landlord's prior written consent.
- Environmental Compliance Standards: Tenant shall comply with all applicable environmental laws.
- Reporting Duties: Tenant shall report any environmental violations to Landlord immediately.
- Indemnity for Violations: Tenant shall indemnify Landlord for any environmental violations caused by Tenant.
Americans with Disabilities Act (ADA)
- ADA Compliance Responsibility: [Allocation of responsibility for ADA compliance]
Exhibits
The following exhibits are attached to and incorporated into this Lease:
- Exhibit A: Property Legal Description
- Exhibit B: Floor Plans
- Exhibit C: Building Rules and Regulations
- Exhibit D: Parking Agreements/Maps
- Exhibit E: Certificate of Insurance Form
- Exhibit F: Move-In/Move-Out Checklists
- Exhibit G: Estoppel Certificate Template
Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Lease due to causes beyond its reasonable control, including acts of God, war, strikes, and government regulations, with reference to Tennessee’s approach to excuse of non-performance.
Notices
- All notices shall be in writing and shall be deemed effective upon delivery.
- Permitted Methods: Notices shall be delivered by certified mail, return receipt requested, or by personal delivery.
- Address for Service:
- Landlord: [Landlord's Tennessee Mailing Address]
- Tenant: [Tenant's Tennessee Mailing Address]
Miscellaneous
- Entire Agreement: This Lease constitutes the entire agreement between the parties.
- Severability: If any provision of this Lease is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
- Amendment: This Lease may be amended only by a written instrument signed by both parties.
- Successors and Assigns: This Lease shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, subject to the restrictions on assignment.
- Waiver: No waiver of any provision of this Lease shall be effective unless in writing and signed by the waiving party.
Broker Representation
- [Name of Broker, if any] represents [Landlord/Tenant] in this transaction.
- Commission Agreement: The commission agreement is a separate agreement between [Landlord/Tenant] and [Broker].
Smokefree Workplace
- [Specify if the property is a smokefree workplace and any applicable rules]
Tennessee Tax and Business Registration
Tenant shall maintain compliance with all applicable Tennessee tax and business registration obligations, including Business Tax Act registration, sales/use tax liability for any taxable services, and personal property tax allocation, if applicable.
Electronic Transactions
- This Lease may be executed in counterparts, including electronically, consistent with the Tennessee Uniform Electronic Transactions Act.
- Electronic Signatures: Electronic signatures shall be valid and binding.
Cooperation and Notification of Proceedings
Landlord and Tenant shall notify and cooperate with each other regarding any legal proceedings or government inspections affecting the property or business use.
IN WITNESS WHEREOF, the parties have executed this Lease as of the date first written above.
[Landlord's Full Legal Name]
By: [Landlord's Signature]
Name: [Landlord's Printed Name]
Title: [Landlord's Title]
[Tenant's Full Legal Name]
By: [Tenant's Signature]
Name: [Tenant's Printed Name]
Title: [Tenant's Title]