PRODUCT LEASE AGREEMENT

(Article 357 and subsequent articles of the Turkish Code of Obligations )

1. Parties

1.1. Lessor:
Title/Name Surname: ………………………………………
Turkish ID Number/TIN Number: ………………………………………
Address: ………………………………………
E-mail: ……………………… Tel: ……………………

1.2. Tenant:
Title/Name Surname: ………………………………………
Turkish Identity Number/Tax Identification Number: ………………………………………
Address: ………………………………………
Email: ……………………… Tel: ……………………

(The Parties will be referred to collectively as “Parties” and individually as “Party”.)

2. Definitions and Legal Basis

2.1. Product (Revenue): The natural or legal fruits of the subject matter of the contract, and the income and benefits derived from its operation (e.g., crops, mineral/quarry extracts, rental/operating income, by-products, etc.).
2.2. Subject Matter of the Contract (Subject): (Immovable/Movable/Right) ………………… (e.g., “Istanbul province, … district, … neighborhood, … block, … parcel registered … m² vineyard/garden / … licensed quarry / … facility”).
2.3. This contract Article 357 and subsequent articles of the Turkish Code of Obligations regarding “Product Lease”.

3. Subject and Purpose of the Agreement

3.1. The Lessor leases the Subject to the Lessee for the purpose of obtaining and operating the product, with the right to use and benefit from its products ; the Lessee shall operate the Subject personally or through professional methods, obtaining the proceeds without harming the essence of the subject . 3.2. The Lessee declares that they have examined the legal and factual characteristics, limits, and current condition of the Subject on-site and accept them.

4. Duration

4.1. The contract period is ……… years/… harvest season , starting on …/ …/20… and automatically terminating on …/…/20… . 4.2. Unless either party gives written notice of termination at least … days before the end of the term, the contract will be extended for … years/… period under the same conditions (mandatory provisions of the Turkish Code of Obligations are reserved).

5. Delivery, Current Status and Inventory

5.1. The subject matter is delivered to the Lessee with a Delivery and Acceptance Report and Inventory List (Annex-1/2). 5.2. The existing standing assets, machinery/equipment, licenses/permits, stocks, and auxiliary facilities are listed upon delivery; defects and deficiencies are recorded in the report. 5.3. The Lessee shall notify the Lessee in writing of any hidden defects that would prevent operation within … days of delivery ; otherwise, the Lessee shall be deemed to have accepted the subject matter as delivered, without defects (general provisions of the Turkish Code of Obligations are reserved).

6. Terms of Use and Operation

6.1. The Tenant shall operate the Site diligently ; using efficient, environmentally friendly, and legally compliant methods. 6.2. No actions that would damage the essence of the Site may be taken; unauthorized dismantling, excavation, tree cutting, and the construction of unauthorized buildings/facilities are prohibited. 6.3. Licenses, permits, and notifications (agricultural records, fertilizer/pesticide usage records; mining licenses; business opening and operation; environmental and waste; water usage, etc.) shall be obtained and kept up-to-date by the Tenant .

7. Rent and Type of Rent

Option A – Fixed Fee:
7.1.A. The annual/periodical rental fee … TL/USD/EUR and in … equal installments (on …/…/… dates).

Option B – Product Share (Revenue Share): 7.1.B. The payment is made as a percentage of gross/net revenue per period / … tons … product / … kg oil / … m³ mineral . The share is calculated based on Appendix 3 “Revenue Share Calculation Table” .

Option C – Mixed (Base + Share):
7.1.C. The base price … + % … of the net revenue is paid to the Lessor.

7.2. Payments are made to the following IBAN upon presentation of an invoice/self-employment receipt : 7.3. Indexing: (If applicable) the price is increased according to the annual increase rate of the CPI/PPI/WPI (please select one). 7.4. In case of delay, default interest and (if applicable) penalties will be applied according to the general provisions of the Turkish Code of Obligations (see Article 19).

8. Acquisition and Ownership of Products

8.1. Products and income obtained during the contract period belong to the Lessee; the B/C share of the payment will be deducted from this income. 8.2. The measurement, weighing, and quality classification of the products will be determined by joint assessments of the parties (Annex-3). 8.3. At the end of the contract, the provisions of the Turkish Code of Obligations will apply to unharvested products ; a balancing payment will be made taking into account advance expenses and reasonable profit criteria .

9. Expenses, Repairs and Investments

9.1. Ordinary operating expenses (seeds, fertilizer, irrigation, pesticides, labor, energy, minor repairs) are the responsibility of the Lessee.
9.2. Extraordinary repairs (main installations, water/energy infrastructure, support systems, etc.) are subject to the written approval of the Lessor; financing is, in principle, the responsibility of the Lessor.
9.3. If the Lessee permanent investments to increase productivity , prior written permission must be obtained; the cost and fate (dismantling and return/transfer for consideration) will be agreed upon in the protocol.

10. Taxes, Fees and Public Obligations

10.1. Stamp duty and other contract fees arising from the contract shall be paid by the (equal/… Party).
10.2. Tax liabilities shall be borne by the Lessee; if the Lessor receives a share (Option B/C), the documentation and accounting procedures are regulated in Annex 3.

11. Damage, Loss, Risk and Force Majeure

11.1. Transfer of Risk: Upon delivery, the operational risk of the Subject Matter passes to the Lessee; the Lessee shall compensate for damages arising from their fault. 11.2. In case of force majeure (extreme weather events, epidemics, war, administrative prohibitions, natural disasters, etc.), the affected Party shall give written notice within … days ; performance shall be suspended . If the effect exceeds … days, the Parties shall hold adjustment negotiations; if reasonable adjustment is not possible, termination for just cause may be considered (by analogy to Article 138 of the Turkish Code of Obligations).

12. Insurance

12.1. The tenant shall secure the subject matter and its activities with insurance policies (TARSİM/fire/earthquake/facility/professional liability) ; the lessor shall be shown as the beneficiary/secured creditor in the policies .

13. Auditing, Recording and Information

13.1. The Lessor may conduct audits for a reasonable period, at a suitable location , and without disrupting operations. 13.2. The Lessee shall keep records of products, sales, and expenses ; and shall submit activity reports and schedules (in the format of Appendix 3) to the Lessor at the end of each period

14. Transfer, Sublease and Assignment of Rights

14.1. The lessee not transfer the Subject Property in whole or in part, nor may it be subject to a sublease/operation relationship; written consent is required (by analogy to Article 322 of the Turkish Code of Obligations).
14.2. The lessor may assign their receivables; the lessee of to whom the payment is to be made .

15. Prohibited Procedures and Environmental-Occupational Health and Safety

15.1. Illegal waste disposal, pollution of underground/surface water resources, and unauthorized use of chemicals are prohibited.
15.2. Occupational health and safety measures shall be taken by the Tenant; claims arising from damages to third parties shall be borne by the Tenant (except in cases of fault of the Landlord).

16. Claims of Defect, Seizure and Third Party Involvement

16.1. The provisions of the Turkish Code of Obligations regarding leases shall apply to legal defects prior to delivery . 16.2. In cases involving claims by third parties concerning possession, easement, neighborly relations, licenses, etc., the Parties shall cooperate ; liability shall arise in proportion to their fault.

17. Default, Penalty Clause and Termination

17.1. A delay of … days in payment shall be considered default; the Landlord shall grant an additional … days ; if this is unsuccessful, the Landlord may terminate the contract for just cause . 17.2. In case of misuse by the Tenant , damage to the property , unauthorized transfer/sublease , or serious violation of regulations , the Landlord has the right to terminate the contract immediately . 17.3. (Optional) Penalty Clause: In case of violations under this clause, the Tenant shall pay a penalty of … TL (or … months' rent ). Any amount exceeding positive damages is reserved.

18. Evacuation and Repatriation

18.1. Upon termination, the Tenant shall return the Subject in a condition as close as possible to its condition upon delivery , clean and in working order; a Return Report shall be prepared (Annex-4). 18.2. Removable investments shall be dismantled or transferred for a fee in accordance with the contract/protocol.

19. Notification, Notice and Personal Data Protection Law (KVKK)

19.1. Notifications are sent to the address/email specified in Article 1; changes remain valid unless notified in writing.
19.2. The parties process the personal data they obtain from each other Protection Law and relevant legislation; they comply with the obligation of confidentiality.

20. Disputes and Jurisdiction

20.1. In case of disputes arising from this agreement, the Istanbul (Central/Çağlayan) Courts and Enforcement Offices shall have jurisdiction.
20.2. (Voluntary) Mediation: In disputes within the scope of mandatory mediation, the ... Mediation Office is essential.

21. Entry into force

21.1. Signed in … copies on …/…/20… and entered into force together with the Annexes . 21.2. The Annexes are an integral part of this Agreement.

Landlord …………………………… Signature/Stamp
Tenant ……………………………………… Signature/Stamp

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Appendices

• Appendix 1: Delivery and Receipt Report (current situation, boundaries, photo/sketch)

• Appendix 2: Inventory List (machinery/equipment, licenses/permits, standing assets, etc.)

• Appendix 3: Revenue Share Calculation Sheet and Measurement-Quality Determination Procedure

• Appendix 4: Return and Eviction Report