Commercial Lease Agreement Template South Australia

COMMERCIAL LEASE AGREEMENT TEMPLATE

STATE OF SOUTH AUSTRALIA

1. DOCUMENT PREAMBLE & RECITALS

THIS COMMERCIAL LEASE AGREEMENT (the "Agreement") is entered into and made effective as of this [Day] day of [Month], [Year] (the "Effective Date"), by and between the following parties:

LANDLORD: [Landlord Legal Entity Name], ABN/ACN [Registration Number], having its registered office or principal place of business at [Landlord Address] (hereinafter referred to as the "Landlord", which expression shall include its successors and permitted assigns where the context so admits);

AND

TENANT: [Tenant Legal Entity Name], ABN/ACN [Registration Number], having its registered office or principal place of business at [Tenant Address] (hereinafter referred to as the "Tenant", which expression shall include its successors and permitted assigns where the context so admits).

RECITALS:

WHEREAS: A. The Landlord is the registered proprietor or lawful lessee of the real property situated at [Property Street Address, Suburb], South Australia, more particularly described in Certificate of Title Volume [Volume Number] Folio [Folio Number] (the "Building"); B. The Landlord has agreed to let, and the Tenant has agreed to take on lease, the Premises within the Building upon the terms, covenants, and conditions hereinafter set forth; C. The parties intend that this Agreement shall constitute a commercial lease governed by the laws of the State of South Australia, and where applicable, subject to the provisions of the Retail Leases Act 1994 (SA) if the Permitted Use classifies the tenancy thereunder; otherwise, this is a commercial lease operating under general property and contract law principles of South Australia.

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

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2. OPERATIONAL DEFINITIONS

For the purposes of this Agreement, the following terms shall have the corresponding meanings ascribed to them below, unless the context requires otherwise:

1. "Act" means the Real Property Act 1886 (SA) and any statutory modifications or re-enactments thereof.
2. "Base Rent" means the annual rent specified in Item [X] of the Reference Schedule, payable in equal monthly installments in advance without demand, deduction, or set-off.
3. "Business Day" means a day other than a Saturday, Sunday, or public holiday recognized in Adelaide, South Australia.
4. "Commencement Date" means [Commencement Date], notwithstanding the actual date of execution of this Agreement.
5. "CPI" means the Consumer Price Index (All Groups) for the city of Adelaide as published by the Australian Bureau of Statistics (ABS).
6. "Default Rate" means the rate of [Interest Rate, e.g., 10] percent per annum, calculated daily from the due date until the date of actual payment.
7. "Fitout" means any interior alterations, partitions, fixtures, fittings, finishes, or equipment installed or to be installed by or on behalf of the Tenant within the Premises.
8. "Holding Over" means the continued occupation of the Premises by the Tenant after the expiration or sooner determination of the Term without the express written consent of the Landlord.
9. "Outgoings" means all rates, taxes, assessments, levies, insurance premiums, utility charges, and operational costs relating to the maintenance, repair, and administration of the Building and Premises as further defined in Section 3.
10. "Permitted Use" means [Detailed Description of Business Activity], and for no other purpose whatsoever without the prior written consent of the Landlord.
11. "Premises" means that portion of the Building situated on Floor [Floor Number], comprising approximately [Square Meters] square meters of net lettable area, together with the non-exclusive right to use the Common Areas, as delineated on the plan annexed hereto as Schedule [Letter].
12. "Security Deposit" means the sum of [Dollar Amount] ($[Numeric Amount]), or an unconditional bank guarantee in like amount, deposited by the Tenant as security for the due performance of its obligations hereunder.
13. "Term" means the fixed term of [Number] years and/or months, commencing on the Commencement Date and expiring on [Expiration Date], unless sooner determined in accordance with the provisions of this Agreement.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Grant of Lease and Term

The Landlord hereby demises and leases the Premises to the Tenant, and the Tenant hereby takes the Premises from the Landlord, for the Term, subject to the reservations, covenants, conditions, and stipulations contained herein.

3.2 Rent and Review

1. Base Rent: The Tenant shall pay the Base Rent in the amount of [Dollar Amount] per annum, payable in monthly installments of [Monthly Amount] on the first (1st) day of each calendar month.
2. Rent Review: On each anniversary of the Commencement Date (the "Review Date"), the Base Rent shall be adjusted by [CPI / Fixed Percentage of X%]. In the case of CPI, the adjusted rent shall be calculated in accordance with the following formula: $$\text{New Rent} = \text{Previous Rent} \times \frac{\text{Current CPI}}{\text{Previous CPI}}$$ Provided that in no event shall the adjusted Base Rent be less than the Base Rent payable immediately prior to the relevant Review Date.
3. GST: All monetary considerations expressed in this Agreement are exclusive of Goods and Services Tax (GST) unless stated otherwise. The Tenant shall pay to the Landlord an amount equal to any GST legally payable on any supply made by the Landlord under this Agreement.

3.3 Outgoings

1. Payment of Outgoings: The Tenant shall pay or reimburse the Landlord for a proportionate share ([Percentage]%) of all Outgoings relating to the Building and Premises. Outgoings shall include, but are not limited to:
   • Council rates and emergency services levies.
   • Water, sewerage, and drainage rates and charges.
   • Land tax assessed on a single holding basis (if applicable under SA law).
   • Insurance premiums incurred by the Landlord for building replacement, public liability, and loss of rent.
   • Costs of maintaining, cleaning, lighting, and repairing Common Areas, lifts, and shared air-conditioning systems.

3.4 Security Deposit

1. Upon execution of this Agreement, the Tenant shall lodge the Security Deposit with the Landlord.
2. The Landlord may apply the Security Deposit toward remedying any default by the Tenant in the payment of rent, outgoings, or the observance of any covenant herein, without prejudice to any other remedy available to the Landlord.
3. The Security Deposit (or balance thereof) shall be refunded to the Tenant without interest within thirty (30) Business Days following the expiration of the Term and the vacating of the Premises, provided the Tenant has fully performed all obligations under this Agreement.

3.5 Use and Compliance with Laws

1. Permitted Use: The Tenant shall use the Premises exclusively for the Permitted Use and shall not conduct any noxious, offensive, or illegal trade, business, or occupation therein.
2. Statutory Compliance: The Tenant shall, at its sole cost and expense, comply with all applicable Commonwealth, State (South Australian), and local government laws, regulations, by-laws, and workplace health and safety requirements (including the Work Health and Safety Act 2012 (SA)) relating to the Premises and the Tenant's specific operations.

3.6 Maintenance, Repairs, and Alterations

1. Tenant Maintenance: The Tenant shall, at its own cost and expense, keep the interior of the Premises, including all fixtures, fittings, shopfronts, glass, electrical installations, and interior plumbing, in good, clean, and tenantable repair and condition (fair wear and tear excepted).
2. Landlord Maintenance: The Landlord shall maintain the structural elements of the Building, including the foundations, exterior walls, roof, main structural columns, and essential base building services, in a sound structural condition.
3. Alterations: The Tenant shall not make any structural alterations, additions, or penetrations to the Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. All non-structural approved Fitouts shall remain the property of the Tenant until the expiration of the Term, at which point the Landlord may require the Tenant to remove the same and make good any damage caused thereby at the Tenant’s expense.

3.7 Insurance and Indemnity

1. Tenant's Insurance: The Tenant shall maintain during the Term public liability insurance for a minimum sum of [Dollar Amount, e.g., $20,000,000] per single event, plate glass insurance for full replacement value, and workers compensation insurance as mandated by South Australian law.
2. Indemnity: The Tenant occupies the Premises at its own risk and releases the Landlord from, and indemnifies the Landlord against, all claims, demands, costs, damages, and liabilities arising from any injury, loss, or damage to persons or property within the Premises, except to the extent caused by the gross negligence or willful default of the Landlord.

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4. DEFAULT, TERMINATION, AND REMEDIES

4.1 Events of Default

The occurrence of any of the following events shall constitute a material breach and "Event of Default" under this Agreement:

1. The Tenant fails to pay Base Rent or Outgoings within fourteen (14) days after the same becomes due, whether formally demanded or not.
2. The Tenant breaches or fails to observe or perform any other material covenant, condition, or obligation contained in this Agreement and fails to remedy such breach within thirty (30) Business Days after receiving written notice from the Landlord specifying the breach.
3. The Tenant (being a corporation) enters into liquidation, is wound up, has a receiver, manager, or voluntary administrator appointed over its assets, or enters into a scheme of arrangement with creditors.
4. The Tenant abandons or vacates the Premises for a continuous period exceeding twenty-one (21) days without the prior written consent of the Landlord.

4.2 Landlord’s Remedies

Upon the occurrence of an Event of Default, the Landlord may, at its option and without prejudice to any other rights or remedies available under South Australian law, exercise any of the following legal recourses:

1. Termination and Re-entry: Terminate this Agreement by written notice or by peaceable re-entry upon the Premises, whereupon the Term shall immediately determine, and forfeit any claim of the Tenant to the Premises.
2. Action for Damages: Sue the Tenant for all past-due rent, outgoings, and damages resulting from the breach, including the cost of re-letting the Premises and any shortfall in rent for the unexpired balance of the Term.
3. Interest on Arrears: Charge interest on any overdue rent or other moneys at the Default Rate, calculated from the due date until the date of full and final settlement.

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5. BOILERPLATE LEGAL PROVISIONS

5.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be severed to the extent of its invalidity, and the remaining provisions of this Agreement shall remain in full force and effect.

5.2 Entire Agreement

This Agreement constitutes the entire agreement between the Landlord and the Tenant with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether oral or written. No variation or modification of this Agreement shall be effective unless reduced to writing and signed by both parties.

5.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than an obligation to pay money) if such failure or delay arises from acts of God, war, terrorism, civil unrest, industrial disputes, pandemics, or government restrictions beyond the reasonable control of the affected party (a "Force Majeure Event"). The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

5.4 Governing Law and Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of South Australia. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of South Australia and any courts competent to hear appeals therefrom.

5.5 Dispute Resolution

1. Negotiation: In the event of any dispute arising out of or relating to this Agreement, the authorized representatives of the parties shall first attempt to resolve the dispute through good-faith negotiation within fourteen (14) Business Days of written notice of the dispute being given.
2. Mediation: If the dispute cannot be resolved by negotiation, the parties shall refer the matter to mediation administered by the Resolution Institute or the Law Society of South Australia before commencing any court proceedings. Each party shall bear its own costs of mediation equally.

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6. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have caused this Commercial Lease Agreement to be duly executed by their respective authorized officers, directors, or agents as of the Effective Date first written above.

SIGNED, SEALED, AND DELIVERED for and on behalf of the LANDLORD:

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Landlord Entity Name: `[Landlord Entity Name]`
By Authorized Signatory:
Name: `[Signatory Name]`
Title: `[Signatory Title]`
Date: `[Date]`

In the presence of:

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Witness Signature
Name: `[Witness Name]`

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SIGNED, SEALED, AND DELIVERED for and on behalf of the TENANT:

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Tenant Entity Name: `[Tenant Entity Name]`
By Authorized Signatory:
Name: `[Signatory Name]`
Title: `[Signatory Title]`
Date: `[Date]`

In the presence of:

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Witness Signature
Name: `[Witness Name]`