Commercial Lease Agreement Victoria Template

commercial lease agreement victoria template free

THIS COMMERCIAL LEASE AGREEMENT (the "Agreement") is made and entered into as of [Effective Date] (the "Effective Date"),

BETWEEN:

1. [Landlord Legal Name / Company Name] (ABN/ACN: [Landlord ABN/ACN]), a company incorporated in [Jurisdiction of Incorporation] and having its registered office at [Landlord Registered Address] (the "Landlord"); and

2. [Tenant Legal Name / Company Name] (ABN/ACN: [Tenant ABN/ACN]), a company incorporated in [Jurisdiction of Incorporation] and having its registered office at [Tenant Registered Address] (the "Tenant").

(The Landlord and the Tenant are hereinafter collectively referred to as the "Parties" and individually as a "Party").

RECITALS:

A. The Landlord is the registered proprietor or has the legal right to lease the commercial premises located at [Full Street Address of Premises, including suburb and postcode, Victoria, Australia] (the "Premises"), legally described as [Lot and Plan Number or other legal description, e.g., 'Level X, Y Building, 123 Street'].

B. The Tenant desires to lease the Premises from the Landlord, and the Landlord desires to lease the Premises to the Tenant, subject to the terms and conditions set forth in this Agreement.

C. This Agreement is intended to govern the commercial leasing arrangement between the Parties in the State of Victoria, Australia, and is subject to the general laws of contract and property in Victoria. If the Premises are used wholly or predominantly for the sale or hire of goods or services by retail, this Agreement may also be subject to the provisions of the Retail Leases Act 2006 (Vic) ("RLA"), in which case certain provisions herein may be modified or supplemented by the RLA's mandatory requirements. The Parties acknowledge they have sought independent legal advice regarding the applicability of the RLA.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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1. OPERATIONAL DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

1.1. "Agreement" means this Commercial Lease Agreement, including all schedules, annexures, and addenda attached hereto.

1.2. "Business Day" means a day other than a Saturday, Sunday, or public holiday in Melbourne, Victoria, Australia.

1.3. "Commencement Date" means [Commencement Date], being the date on which the Term of this Lease commences.

1.4. "Default" means any breach of a material term or condition of this Agreement by either Party.

1.5. "GST" means Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

1.6. "Guarantor" means [Guarantor Legal Name / Company Name] (ABN/ACN: [Guarantor ABN/ACN]) of [Guarantor Address], if any, named in Schedule A.

1.7. "Landlord" means [Landlord Legal Name / Company Name], its successors, and assigns.

1.8. "Outgoings" means all rates, taxes, charges, levies, assessments, and other imposts of any kind imposed on the Premises or the Land by any governmental, semi-governmental, or statutory authority, and all utility charges (e.g., electricity, gas, water, sewerage) attributable to the Premises, Landlord's insurance premiums (to the extent recoverable under the RLA if applicable), common area maintenance charges, cleaning, waste management, and security expenses, and any other expenses specified in Schedule B.

1.9. "Permitted Use" means [Specific Permitted Use, e.g., "office purposes," "retail sale of clothing," "light industrial storage"].

1.10. "Premises" means the property described in Recital A, including [specify inclusions, e.g., 'all fixtures and fittings therein', 'the exclusive use of X parking spaces at Y location'] but excluding [specify exclusions, e.g., 'common areas of the building', 'structural components of the building'].

1.11. "Rent" means the base rent payable by the Tenant to the Landlord as specified in Clause 3.1.

1.12. "RLA" means the Retail Leases Act 2006 (Vic), as amended from time to time, and any regulations made thereunder.

1.13. "Security Deposit" means the sum specified in Clause 3.4.

1.14. "Term" means the period of this Lease, commencing on the Commencement Date and expiring on the Expiration Date, including any Option Term exercised in accordance with this Agreement.

1.15. "Tenant" means [Tenant Legal Name / Company Name], its successors, and permitted assigns.

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2. SUBSTANTIVE TERMS & OBLIGATIONS

2.1. Grant of Lease: The Landlord grants to the Tenant, and the Tenant takes from the Landlord, a lease of the Premises for the Term, subject to the terms and conditions of this Agreement.

2.2. Term: The initial Term of this Agreement shall be for [Number] years, commencing on the Commencement Date and expiring on [Expiration Date].

2.3. Option to Renew: 2.3.1. The Tenant shall have [Number] option(s) to renew this Lease for a further term of [Number] years each (each an "Option Term"), provided that: (a) The Tenant has not been in material breach of this Agreement during the preceding Term; (b) The Tenant gives written notice to the Landlord of its intention to exercise the option no less than [Number, e.g., 3] months and no more than [Number, e.g., 6] months prior to the expiry of the then current Term; and (c) The terms and conditions of the Option Term shall be the same as this Agreement, save for any further option to renew and the Rent, which shall be reviewed in accordance with Clause 3.3. 2.3.2. If the RLA applies, the Landlord shall provide the Tenant with written notice of the expiry date of the lease and the availability of an option to renew at least [Number, e.g., 6] months but not more than [Number, e.g., 12] months before the last day on which the option may be exercised.

2.4. Rent: 2.4.1. The Tenant shall pay to the Landlord a base Rent of [Dollar Amount] ([Dollar Amount in words]) per [e.g., calendar month / annum], exclusive of GST, payable in advance on the [Day, e.g., 1st] day of each [e.g., month] without demand, deduction, or set-off. 2.4.2. All payments shall be made by [Payment Method, e.g., electronic funds transfer] to an account nominated by the Landlord. 2.4.3. If any payment due under this Agreement is not paid by its due date, the Tenant shall pay interest on the overdue amount at the rate of [Interest Rate, e.g., 10]% per annum, calculated daily from the due date until the date of actual payment.

2.5. Rent Review: 2.5.1. The Rent shall be reviewed on each anniversary of the Commencement Date (or as otherwise specified in Schedule C) in accordance with the method specified in Schedule C. 2.5.2. Common review methods include: (a) CPI Review: Increasing the Rent by the percentage increase in the Consumer Price Index (All Groups, Melbourne) for the preceding [12] month period. (b) Fixed Percentage Increase: Increasing the Rent by [Percentage, e.g., 3]%. (c) Market Review: The Rent shall be determined by agreement between the Parties based on the current market rent for comparable premises. If the Parties cannot agree within [Number, e.g., 30] days, the market rent shall be determined by a mutually agreed independent valuer, whose costs shall be borne equally by the Parties. If the RLA applies, specific rules govern market rent reviews.

2.6. Outgoings: 2.6.1. The Tenant shall pay all Outgoings as defined in Clause 1.8, including any GST applicable to such Outgoings, unless otherwise specified in Schedule B or if the RLA provides for non-recoverability. 2.6.2. The Landlord shall provide the Tenant with a written estimate of Outgoings for each financial year. The Tenant shall pay a proportionate share of the estimated Outgoings in [e.g., monthly] instalments with the Rent. 2.6.3. Within [Number, e.g., 3] months after the end of each financial year, the Landlord shall provide the Tenant with a statement of the actual Outgoings for that year. Any overpayment or underpayment shall be adjusted between the Parties within [Number, e.g., 30] days of the statement being provided. 2.6.4. The Landlord warrants that the statement of Outgoings is prepared in accordance with the RLA if applicable.

2.7. Security Deposit / Bank Guarantee: 2.7.1. The Tenant shall, on or before the Commencement Date, pay to the Landlord a Security Deposit of [Dollar Amount] ([Dollar Amount in words]) as security for the due performance of its obligations under this Agreement. 2.7.2. The Landlord shall hold the Security Deposit in an interest-bearing account (if required by law or agreed) or apply it strictly in accordance with the RLA if applicable. 2.7.3. Alternatively, the Tenant may provide a Bank Guarantee in the amount of [Dollar Amount] ([Dollar Amount in words]) in a form acceptable to the Landlord. 2.7.4. The Security Deposit or Bank Guarantee (or the balance thereof) shall be refunded or released to the Tenant within [Number, e.g., 30] days after the expiration or earlier termination of this Agreement, provided the Tenant has complied with all its obligations.

2.8. GST: 2.8.1. Unless expressly stated otherwise, all amounts payable under this Agreement are exclusive of GST. 2.8.2. If a supply made under this Agreement is subject to GST, the recipient of the supply must pay to the supplier an additional amount equal to the GST payable on that supply, at the same time and in the same manner as the consideration for the supply is paid. 2.8.3. The supplier must provide the recipient with a tax invoice that complies with GST legislation.

2.9. Permitted Use: The Tenant shall use the Premises solely for the Permitted Use and shall not use the Premises for any other purpose without the Landlord's prior written consent, which may be withheld in the Landlord's sole discretion.

2.10. Tenant's Covenants: The Tenant covenants with the Landlord as follows: (a) To keep the interior of the Premises in good and tenantable repair, order, and condition (fair wear and tear excepted), excluding structural repairs unless necessitated by the Tenant's acts or omissions. (b) To comply with all laws, statutes, ordinances, regulations, and by-laws of any governmental or statutory authority relating to the use and occupation of the Premises. (c) To keep the Premises clean and tidy and free from pests and rodents. (d) To permit the Landlord and its agents, with reasonable prior notice (except in emergencies), to enter the Premises for inspection, maintenance, or showing to prospective tenants/purchasers. (e) To obtain and maintain public liability insurance for a sum of not less than [Dollar Amount, e.g., $20,000,000] for any single event, and to provide proof of such insurance to the Landlord upon request. (f) To obtain and maintain insurance for the Tenant's fit-out, stock, and equipment within the Premises against loss or damage by fire, theft, and other risks. (g) Not to make any structural alterations or additions to the Premises without the Landlord's prior written consent, which consent the Landlord may withhold or grant subject to conditions (e.g., make good obligations). (h) Not to assign, sublet, or part with possession of the Premises or any part thereof without the Landlord's prior written consent, which consent shall not be unreasonably withheld for a bona fide assignee/subtenant provided the proposed assignee/subtenant is reputable, financially sound, and suitable for the Premises. If the RLA applies, specific consent requirements apply. (i) To indemnify the Landlord against all claims, demands, actions, costs, and expenses (including legal costs on a full indemnity basis) arising from the Tenant's use or occupation of the Premises, or any breach of this Agreement by the Tenant. (j) To yield up the Premises at the expiration or earlier termination of this Agreement in good and tenantable repair, order, and condition (fair wear and tear excepted), and to remove all of the Tenant's property and fit-out (unless otherwise agreed for the fit-out) and make good any damage caused by such removal.

2.11. Landlord's Covenants: The Landlord covenants with the Tenant as follows: (a) That the Tenant, paying the Rent and observing and performing the covenants and provisions on its part contained in this Agreement, shall quietly enjoy the Premises without interruption by the Landlord or any person lawfully claiming through or under the Landlord. (b) To pay all rates, taxes, and charges (other than those specified as Outgoings) levied against the Landlord as owner of the Premises. (c) To maintain the structural components of the Premises (e.g., roof, external walls, foundations) in good repair, unless damage is caused by the Tenant's acts or omissions. (d) To maintain common areas of the building, if any, in a clean and safe condition.

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3. DEFAULT, TERMINATION, AND REMEDIES

3.1. Events of Default by Tenant: A Default by the Tenant shall occur if: (a) The Tenant fails to pay any Rent, Outgoings, or other moneys due under this Agreement within [7] days after the due date. (b) The Tenant breaches any other covenant, term, or condition of this Agreement and fails to remedy such breach within [30] Business Days after receiving written notice from the Landlord specifying the breach and requiring it to be remedied. (c) The Tenant (being a corporation) becomes insolvent, goes into liquidation, has a receiver or administrator appointed, enters into a scheme of arrangement with its creditors, or ceases to carry on business. (d) The Tenant (being an individual) becomes bankrupt, enters into a scheme of arrangement with creditors, or dies. (e) The Premises are used for an illegal purpose. (f) The Tenant abandons the Premises.

3.2. Landlord's Remedies for Tenant Default: Upon the occurrence of a Tenant Default, the Landlord may, in addition to any other remedies available at law or in equity: (a) Re-entry and Forfeiture: Re-enter the Premises or any part thereof in the name of the whole and terminate this Agreement, without prejudice to the Landlord's right to recover all moneys due and damages for breach of covenant. The Landlord shall provide notice of re-entry as required by law (e.g., Property Law Act 1958 (Vic)). (b) Damages: Recover from the Tenant all loss and damage suffered by the Landlord as a result of the Default, including but not limited to, unpaid Rent, Outgoings, interest, re-letting costs, legal costs, and the costs of making good the Premises. The Landlord must take reasonable steps to mitigate its losses. (c) Specific Performance: Seek an order from a court requiring the Tenant to perform its obligations. (d) Draw on Security: Apply the Security Deposit or draw on the Bank Guarantee to remedy any Default or cover any losses.

3.3. Events of Default by Landlord: A Default by the Landlord shall occur if the Landlord breaches any material covenant, term, or condition of this Agreement and fails to remedy such breach within [30] Business Days after receiving written notice from the Tenant specifying the breach and requiring it to be remedied.

3.4. Tenant's Remedies for Landlord Default: Upon the occurrence of a Landlord Default, the Tenant may, in addition to any other remedies available at law or in equity: (a) Damages: Recover from the Landlord all loss and damage suffered by the Tenant as a result of the Default. (b) Specific Performance: Seek an order from a court requiring the Landlord to perform its obligations. (c) Termination: If the Landlord's default is fundamental and incapable of remedy, or repeatedly occurs despite notice, the Tenant may, after providing reasonable further notice, terminate this Agreement.

3.5. Survival of Obligations: The termination of this Agreement, for any reason, shall not affect any rights or obligations of the Parties which have accrued prior to termination, or which are expressed to survive termination (e.g., indemnity, make good obligations, payment of outstanding sums).

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4. BOILERPLATE LEGAL PROVISIONS

4.1. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

4.2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

4.3. Force Majeure: 4.3.1. Neither Party shall be liable for any delay or failure in performance of its obligations (other than payment obligations) under this Agreement if such delay or failure results from events beyond the reasonable control of the affected Party, including but not limited to acts of God, war, terrorism, civil commotion, labour disputes, governmental acts, pandemics, fires, floods, or natural disasters (a "Force Majeure Event"). 4.3.2. The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the commencement and cessation of the Force Majeure Event and its likely impact on performance. 4.3.3. If a Force Majeure Event continues for a period exceeding [Number, e.g., 90] days, either Party may terminate this Agreement by written notice without liability, save for accrued rights and obligations.

4.4. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, Australia, and any courts which have jurisdiction to hear appeals from those courts.

4.5. Dispute Resolution: 4.5.1. Negotiation: In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement (a "Dispute"), the Parties shall first attempt to resolve the Dispute through good faith negotiations between senior representatives of each Party. 4.5.2. Mediation: If the Dispute is not resolved by negotiation within [14] Business Days, the Parties agree to endeavour to settle the Dispute by mediation administered by [e.g., the Australian Disputes Centre (ADC) or the Resolution Institute] in accordance with its then-current mediation rules. The costs of the mediator shall be borne equally by the Parties. 4.5.3. Arbitration / Litigation: (a) Option 1 (Arbitration): If the Dispute is not resolved by mediation within [30] Business Days of the commencement of mediation, the Dispute shall be submitted to arbitration in Melbourne, Victoria, in accordance with the [e.g., ACICA Arbitration Rules] (Australian Centre for International Commercial Arbitration). The language of the arbitration shall be English. The number of arbitrators shall be [one/three]. The decision of the arbitrator(s) shall be final and binding on the Parties. (b) Option 2 (Litigation): If the Dispute is not resolved by mediation within [30] Business Days of the commencement of mediation, either Party may commence legal proceedings in the courts of Victoria, Australia. (Choose Option 1 or Option 2 and delete the other.) 4.5.4. Nothing in this Clause 4.5 shall prevent a Party from seeking urgent injunctive or interlocutory relief from a court of competent jurisdiction.

4.6. Notices: Any notice, request, demand, or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) When delivered personally; (b) [2] Business Days after being sent by pre-paid ordinary post to the address of the recipient specified below; (c) When sent by email to the email address of the recipient specified below, provided no error message is received; or (d) When sent by facsimile to the facsimile number of the recipient specified below, provided a transmission confirmation report is generated.

**Landlord's Address for Notices:**
`[Landlord Legal Name / Company Name]`
`[Landlord Registered Address]`
Email: `[Landlord Email Address]`
Facsimile: `[Landlord Facsimile Number]`
Attention: `[Landlord Contact Person]`

**Tenant's Address for Notices:**
`[Tenant Legal Name / Company Name]`
`[Tenant Registered Address]`
Email: `[Tenant Email Address]`
Facsimile: `[Tenant Facsimile Number]`
Attention: `[Tenant Contact Person]`

The Parties may change their notice details by providing written notice to the other Party.

4.7. Costs: Each Party shall bear its own legal and other costs and expenses in connection with the preparation and execution of this Agreement, unless otherwise expressly provided herein (e.g., Default remedies). The Tenant shall pay any stamp duty and registration fees payable in respect of this Lease.

4.8. Waiver: A waiver by either Party of any breach or default by the other Party shall not be deemed a waiver of any subsequent breach or default of the same or any other provision. No waiver shall be effective unless in writing and signed by the waiving Party.

4.9. Further Assurances: Each Party shall promptly do all things, sign all documents, and take all steps as may be reasonably necessary to give effect to the terms and intentions of this Agreement.

4.10. Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

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5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Commercial Lease Agreement on the dates set forth below.

LANDLORD:

[Landlord Legal Name / Company Name] ABN/ACN: [Landlord ABN/ACN]

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Signature of Authorised Signatory

Name: [Signatory Name] Title: [Signatory Title] Date: [Date]

WITNESS for Landlord:

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Signature of Witness

Name: [Witness Name] Address: [Witness Address] Date: [Date]

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TENANT:

[Tenant Legal Name / Company Name] ABN/ACN: [Tenant ABN/ACN]

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Signature of Authorised Signatory

Name: [Signatory Name] Title: [Signatory Title] Date: [Date]

WITNESS for Tenant:

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Signature of Witness

Name: [Witness Name] Address: [Witness Address] Date: [Date]

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[OPTIONAL: GUARANTOR BLOCK, if a Guarantor is involved. Remove if not applicable.]

GUARANTOR:

[Guarantor Legal Name / Company Name] ABN/ACN: [Guarantor ABN/ACN]

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Signature of Authorised Signatory

Name: [Signatory Name] Title: [Signatory Title] Date: [Date]

WITNESS for Guarantor:

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Signature of Witness

Name: [Witness Name] Address: [Witness Address] Date: [Date]

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SCHEDULE A: GUARANTOR DETAILS (If applicable, otherwise state "Not Applicable") [Provide full legal name, ABN/ACN, and address of Guarantor(s)]

SCHEDULE B: OUTGOINGS SPECIFICALLY RECOVERABLE FROM TENANT (List all specific outgoings not included in Clause 1.8 that are recoverable, e.g., specific repairs, shared utility costs based on agreed formula, etc.) [List specific outgoings]

SCHEDULE C: RENT REVIEW METHOD [Specify the method for rent review, e.g., "CPI review on each anniversary of the Commencement Date," "Fixed 3% increase on each anniversary," or "Market review every X years." Refer to Clause 2.5]

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