SAMPLE COMMERCIAL BUSINESS LEASE AGREEMENT

COMMERCIAL BUSINESS LEASE AGREEMENT

ARTICLE 1 – PARTIES

1.1. Lessor

Title: [●]
Trade Registry Number / MERSIS Number: [●]
Tax Office / Number: [●]
Address: [●]
Authorized Representative: [Name Surname, Turkish National Identity Number, Title]

(Hereinafter "Landlord" )

1.2. Tenant

Title: [●]
Trade Registry Number / MERSIS Number: [●]
Tax Office / Number: [●]
Address: [●]
Authorized Representative: [Name Surname, Turkish National Identity Number, Title]

(Hereinafter "Tenant" .)

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

ARTICLE 2 – SUBJECT AND SCOPE OF THE AGREEMENT

2.1. The subject of this agreement is the lease of the commercial enterprise owned by the Lessor, as detailed below, together with the related immovable property, including all its tangible and intangible elements, to the Lessee , and the regulation of the rights and obligations of the Parties in relation thereto.

2.2. Commercial establishment subject to lease:

Trade Name: [●]
Business Name (Name Used on Sign): [●]
Field of Activity: [e.g., restaurant, cafe, market, beauty salon, auto service, etc.]
Address of the Property Where the Business Operates: [Province / District / Neighborhood / Block / Parcel / Independent Unit]

2.3. Tangible elements:

Property: [Island/Parcel, Independent Unit No., Floor, Title Deed Information]
Machinery and Equipment: All assets listed individually in Annex-1 Fixed Assets and Equipment List,
Fixtures and fittings (tables, chairs, shelves, cabinets, safes, etc.): As shown in Appendix 1,
Stocks (materials, semi-finished products, finished products): As specified in Annex 2 Stock List.

2.4. Intangible elements:

Right to use trade name: [Yes/No – explanation]
Trademark and logo usage rights: [Trademark name, classes, trademark owner's title – regulated separately if a license is to be granted],
Domain name, website, email addresses: As shown in Appendix 3,
Social media accounts: [Instagram, Facebook, Google Business, TikTok accounts, etc. – usernames and access information are in Appendix 3]
Customer data and customer network: Appendix 4 Customer List/Database (if any),
Company-specific operational know-how, recipes, process instructions: [Briefly described, if any].

2.5. This agreement does not concern the transfer of ownership, the granting of the right of use to the Tenant for a specified period . Unless explicitly agreed otherwise in writing, the ownership of the assets belonging to the business shall remain with the Lessor.

ARTICLE 3 – DEFINITIONS

In this contract;

“Enterprise”: The commercial organization comprised of all tangible and intangible elements specified in Article 2,
“Real Estate”: The independent section of the business where the company operates, such as a shop/store/warehouse/factory, etc.
“Fixed Assets and Equipment”: All assets listed in Annex 1,
“Stocks”: The stocks existing on the date of the transfer, as listed in Annex 2.
“Intangible Rights”: Assets such as trademarks, titles, domains, social media accounts, and customer data.
"Inventory Assessment Report": This refers to the report prepared on the delivery date, showing the current state of the business.

ARTICLE 4 – CONTRACT DURATION

4.1. This agreement shall be valid for a period of [●] years from the commencement date of [●]. The termination date of the agreement is [●].

4.2. Unless either party gives written notice of termination at least [●] months before the expiry of the term, the contract shall be deemed to be automatically extended under the same terms and conditions for a period of [●] years. The provisions of Article 6 shall apply with regard to the rent and increase terms.

4.3. The parties may amend this agreement by mutual written agreement, including the right to terminate it prematurely and/or grant an extension of its term.

ARTICLE 5 – RENTAL FEE, PAYMENT METHOD AND INCREASE RATE

5.1. The monthly rent for the business [●] TL + VAT. VAT is not included in the rent; it will be calculated separately at the current rate.

5.2. The rent shall be paid in advance to the bank account detailed below, no later than the end of working hours on [●] day of each month:

Bank: [●]
Branch: [●]
IBAN: [TR ●● ●●●● ●●●● ●●●● ●●●● ●●]
Recipient: [Landlord Title]

5.3. [Optional – Turnover-based model] The parties agree that the rental fee will be paid as follows:

monthly guaranteed rent: [●] TL + VAT,
% [●] of monthly gross turnover (excluding VAT)

It may be decided that the agreement consists of two elements. In this case, the Tenant is obliged to report its monthly turnover to the Landlord with documents and records within [●] days following each month. The procedures and principles regarding the declaration of turnover may also be regulated in Annex-5.

5.4. The rent will be increased in each rental period after the first year of the contract, within the legal limits stipulated in the Turkish Code of Obligations and related legislation, based on the rent applied in the previous rental year [CPI 12-Month Average Index]. The parties may also agree on a different increase rate, provided that it does not exceed the legal upper limit.

5.5. In the event of non-payment of rent on time, the Tenant agrees to pay default interest for the period between the due date and the actual payment date, without the need for any prior notice. The default interest rate is specified in the contract as [annual % ●], not exceeding [the advance interest rate of the Central Bank of the Republic of Turkey] .

ARTICLE 6 – SECURITY (DEPOSIT / BANK GUARANTEE LETTER)

6.1. The tenant agrees to provide the lessor with a security deposit equal to [●] months' rent for any rent, incidental expenses, equipment damage, penalty clauses, and other debts that may arise under this agreement

6.2. Security;

[●] TL cash deposit may be paid into the Landlord's bank account, and/or
[●] TL amount can be presented as a [unlimited/limited] bank guarantee letter .

6.3. The Lessor has the right to directly collect and offset the security deposit if the Lessee fails to fulfill its obligations arising from this agreement on time and in full. The use of the security deposit does not prevent the Lessor from exercising its other rights arising from this agreement.

6.4. Upon termination of the contract and it being determined that the Tenant has fully fulfilled all its obligations, the security deposit will be returned to the Tenant within [●] days at the latest.

ARTICLE 7 – HANDOVER OF THE BUSINESS, INVENTORY AND CONDITION ASSESSMENT

7.1. The premises will be handed over to the Tenant on the contract commencement date, along with an Inventory Assessment Report . The Inventory Assessment Report shall include:

Fixed assets,
Machinery, equipment,
Stocks,
Access information relating to intangible rights (username, password, license keys, etc.)

Each item is counted individually and signed by the parties.

7.2. From the delivery date, the Lessee [●] days . The Lessee agrees that it cannot subsequently claim any rights regarding obvious defects not reported within this period. General provisions apply to hidden defects.

7.3. Photographs and video recordings taken during the handover of the business may be used as evidence between the parties.

ARTICLE 8 – USE OF THE FACILITY, OPERATING PRINCIPLES

8.1. The lessee agrees and undertakes to operate the business diligently and prudently, within the limits of the scope of activities specified in the contract, and to refrain from any conduct that could damage the brand and commercial reputation of the business.

8.2. The business activity of the establishment fundamentally . [e.g., converting a restaurant into a hookah lounge, a market into a nightclub, etc.]

8.3. The tenant is responsible for fulfilling all obligations arising from legislation, including obtaining permits, licenses, acting as a responsible manager, and complying with hygiene, occupational health and safety regulations.

8.4. The tenant may not use the premises for activities contrary to legislation (smuggling, gambling, illegal betting, prostitution, drug trafficking, etc.); detection of such activities gives the Landlord the right to immediately terminate the contract for just cause.

ARTICLE 9 – SUBLEASING, TRANSFER AND CHANGE OF PARTNERSHIP STRUCTURE

9.1. The tenant may not, the prior written consent ;

You cannot sublease the business to third parties
You cannot transfer your rights and obligations arising from this agreement, either wholly or partially
The company cannot delegate the actual management of the business to third parties.

9.2. If the Lessee is a legal entity, the transfer of shares (%[●] and above) that would affect control in the company's ownership structure shall be considered a transfer for the purposes of this agreement and shall be subject to the written approval of the Lessor.

9.3. Transfers made with the written consent of the Lessor shall be formalized in a separate transfer agreement; the transferor and the transferee may be jointly and severally liable to the Lessor for debts incurred up to the date of transfer.

ARTICLE 10 – MAINTENANCE, REPAIR AND INVESTMENT EXPENSES

10.1. Routine maintenance and minor repairsshall be carried out by and at the expense of the Lessee.

10.2. Major repairs and investment expenses that increase the value of the business (such as roof renovation, structural reinforcement, complete renewal of the main machinery park) can only be undertaken with the written permission of the Lessor. Who will bear these expenses and whether they will be deducted from the rent will be determined separately in writing during the permission process.

10.3. The tenant may not use the business premises and fixtures for purposes other than their intended use; nor may they cause excessive wear and tear beyond normal use. Damages caused by the tenant's fault shall be immediately compensated by the tenant.

10.4. The tenant may make decorations and renovations to the premises according to their own commercial preferences; however, these renovations must not damage the load-bearing systems and must be within the limits permitted by the relevant administration/occupational safety regulations.

10.5. At the end of the contract; the Tenant cannot claim any compensation for decorations and renovations made by the Tenant that cannot be removed (e.g., fixed ceiling/wall coverings); these shall remain in the premises. Elements that can be removed and disassembled without damaging the premises belong to the Tenant, and the Tenant may remove them if desired.

ARTICLE 11 – INSURANCE

11.1. The landlord is responsible for obtaining building insurance for the property. Building insurance premiums are the responsibility of the landlord.

11.2. The tenant is responsible for ensuring that the fixtures, machinery, inventory, and goods within the business premises are insured against risks such as fire, flood, and theft. The lessor the "mortgagee" .

11.3. Insurance policies shall be presented to each other upon request. With regard to damages covered by insurance, the insurance compensation shall primarily be allocated to remedy the relevant damage.

ARTICLE 12 – EMPLOYEES AND LABOR CLAIMS

12.1. If there are employees employed by the company prior to the contract date, their;

Existing employment contracts,
Labor entitlements such as severance pay, notice pay, overtime pay, and annual leave,
Ongoing lawsuits and enforcement proceedings

The landlord informs the tenant in writing about this.

12.2. The parties shall ensure that employees;

[Option 1] To continue working for the Landlord,
[Option 2] Transfer of employment contracts to the Tenant,
[Option 3] Termination of employment contracts for all employees

They can decide on it. The chosen model is regulated with the participation of the employees through a separate protocol.

12.3. In the event of the transfer of employment contracts to the Tenant; liability arising from previous period receivables will be determined according to the provisions of Turkish Labor Law regarding the transferring and receiving employers and the recourse relationship between the parties.

12.4. The tenant is solely responsible for all wages, social security contributions, taxes, and other legal obligations of the employees they employ during the contract period.

ARTICLE 13 – TAX AND ADMINISTRATIVE OBLIGATIONS

13.1. The landlord is obligated to declare and accrue rental income in accordance with the legislation.

13.2. The tenant is obligated to fulfill all tax (VAT, income/corporate tax, corporate tax, withholding tax, etc.) and administrative obligations arising from the business's operations.

13.3. Administrative fines, license cancellations, and similar sanctions arising from business activities shall be borne by the culpable party. If the administrative action relates to the Tenant who is actually operating the business, the responsibility generally lies with the Tenant.

ARTICLE 14 – TRADEMARKS, TRADE NAMES, DIGITAL ASSETS AND CUSTOMER DATA

14.1. The right to use the company's trademarks, trade names, logos, domains, websites, and social media accounts is granted to the Lessee for the duration of this agreement. Ownership remains with the Lessor.

14.2. [If the trademark is registered] Trademark usage may be detailed in a separate Trademark License Agreement . The license provisions shall be an integral part of this agreement, and in case of conflict, the provisions of the license agreement shall take precedence.

14.3. The lessee shall use the trademark and trade name;

It may not be used in a way that would damage the landlord's reputation
No one may attempt to register, acquire, or register the trademark on behalf of third parties
The company has a responsibility to produce content on its social media accounts that is consistent with its brand image.

14.4. Upon termination of the contract, the Lessee is obligated to immediately transfer all authority and access to all digital assets to the Lessor. The Lessee may not continue to use domains, social media usernames, or similar digital assets that evoke the brand.

14.5. Compliance with legislation on the protection of personal data is mandatory with regard to customer data and data processing. The parties agree not to act contrary to the Personal Data Protection Law (KVKK) and related legislation, and to prepare a separate Disclosure Statement / Data Processing Protocol when necessary

ARTICLE 15 – NON-COMPETITION PROHIBITION

15.1. The Lessor agrees not to open a second business with the same or indistinguishable business activity, or to allow a third party to open one, within a radius of [●] km of the address where the business is located, for the duration of the contract and for a period of [●] years after the termination of the contract. [May be narrow/loose as needed.]

15.2. The lessee may not engage in any activities in the same area that would lead to unfair competition by using or suggesting the lessor's trademark and trade name, during the term of the contract and for a period of [●] months following its termination.

15.3. In the event of a breach of the non-compete clause, the infringing Party agrees to pay the other Party a penalty equal to [●] months' rent . Payment of the penalty does not preclude the right to claim compensation for any additional damages that may arise.

ARTICLE 16 – INSPECTION AND INFORMATION REPORTING OBLIGATION

16.1. The lessor has the right to inspect the premises and fixtures on-site and to verify whether the business is being operated in accordance with the contract, provided that reasonable prior notice is given.

16.2. The tenant cannot obstruct the landlord's right to inspect the premises; it is essential that the inspections do not significantly disrupt the daily operation of the business.

16.3. [If rent is based on turnover] The tenant agrees to make the monthly turnover statements and related documents and records (Z reports, invoice summaries, bank account statements, etc.) available for inspection by the landlord upon request.

ARTICLE 17 – REPORTING OF DEFECTS, DEFICIENCIES AND DAMAGES

17.1. The tenant is obligated to notify the landlord in writing, within a reasonable time, of any significant defects or deficiencies discovered in the premises.

17.2. The Parties are obligated to jointly resolve defects that are not caused by the Tenant but seriously affect the continuity of the business. If a solution cannot be reached and the business becomes unsustainable, the Tenant may be considered for justifiable grounds for termination.

17.3. Damages resulting from the tenant's fault shall be borne by the tenant. In case of dispute regarding the degree of fault, a technical expert report may be taken into consideration.

ARTICLE 18 – TERMINATION CONDITIONS AND JUST CAUSES

18.1. The parties there are justifiable reasons . The following are considered justifiable reasons for termination (including but not limited to):

Failure to pay the rent on time for [●] consecutive months or a total of [●] times within a rental year,
Using the business for activities that are clearly contrary to the law,
Cancellation of licenses and permits due to the tenant's fault,
The tenant intentionally causing serious damage to the business assets,
The lessor's clear violation of the non-compete clause,
The bankruptcy, declaration of insolvency, or insolvency of one of the parties,
The business being closed continuously for more than [●] months due to force majeure.

18.2. In cases where there are justifiable grounds for termination, the termination notice in writing and in a verifiable manner (notary, registered mail, registered letter with return receipt, etc.).

18.3. In the event of justified termination, the culpable party shall be liable to compensate the other party for the direct damages incurred. Provisions regarding penalties are reserved.

ARTICLE 19 – TERMINATION OF THE AGREEMENT AND RETURN PROCEDURE

19.1. When the contract ends at the end of its term or is terminated by justified/unjustified termination, the Tenant;

The business,
Fixed assets and equipment,
All access and passwords on digital assets

The lessee is obligated to deliver the inventory to the lessor in accordance with the Inventory Assessment Report.

19.2. A new Return Inventory Report is prepared upon return. If any missing or damaged assets are identified, their cost shall be paid immediately by the Tenant or deducted from the security deposit.

19.3. Upon termination of the contract, the lessee shall cease operations at the business; remove all trademarks, names, signs, and similar markings and return them in accordance with the lessor's instructions.

19.4. The tenant agrees to pay compensation for each day he continues to use the business after the termination date of the contract, at a rate of [1/30] of the monthly rent

ARTICLE 20 – CONFIDENTIALITY

20.1. The parties shall acquire the following rights under this agreement:

Commercial, financial and technical information,
Customer data, pricing policies,
Recipe, production method, know-how,

all such information confidential and undertakes not to disclose it to third parties.

20.2. The confidentiality obligation continues for a period of [●] years even after the termination of the contract for any reason whatsoever.

20.3. In the event of a breach of confidentiality, the breaching Party agrees to pay the other Party a penalty of at least [●] months' rent , as well as to compensate for any resulting damages

ARTICLE 21 – NOTIFICATION ADDRESSES AND NOTIFICATIONS

21.1. The addresses of the parties specified at the beginning of this agreement are their addresses for official notifications, and any notification sent to these addresses valid notification .

21.2. Address changes become effective from the date of notification of the new address to the other party. Otherwise, notifications sent to the old address shall be deemed valid.

21.3. The parties specify their registered e-mail addresses and KEP addresses below and accept notifications sent to these addresses as valid:

Landlord's KEP / e-mail: [●]
Tenant's KEP / e-mail: [●]

ARTICLE 22 – APPLICABLE LAW AND COMPETENT COURT

22.1. Turkish law shall apply to the interpretation and application of this agreement.

22.2. In case of disputes arising from this agreement, the Commercial Courts and enforcement offices of [the location of the business] shall have jurisdiction. The parties accept this jurisdiction clause within the framework of Article 17 of the Code of Civil Procedure and relevant legislation.

ARTICLE 23 – INTEGRITY OF THE AGREEMENT, AMENDMENTS AND ADDITIONS

23.1. This agreement and its annexes constitute the entire agreement between the Parties. It supersedes any prior written or oral agreements between the Parties.

23.2. Amendments to this agreement shall only become valid through additional protocols in writing and signed by both Parties

23.3. The following annexes are an integral part of the contract:

Appendix 1: List of Fixed Assets and Equipment
Appendix 2: Stock List
Appendix 3: List of Digital Assets (domains, social media accounts, email addresses, etc.)
Appendix 4: Customer List / Database (if any)
Appendix 5: Principles for Reporting Based on Turnover (if any)
[Appendix-6: Trademark License Agreement (if any)]
[Appendix-7: Employee Transfer/Employment Contract Protocol (if any)]

ARTICLE 24 – ENTRY INTO FORCE

24.1. This agreement has been drawn up and signed in [●] copies on [●] and entered into force on the same date. Each copy signed by the parties shall be considered the original.

LANDLORD

Title: [●]
Representative: [First Name Last Name]
Signature:

TENANT