Sublease Agreement Form Quebec

SUBLEASE AGREEMENT FORM QUEBEC

1. DOCUMENT PREAMBLE & RECITALS

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

THE SUBLESSOR: [Sublessor Legal Name], a [Corporation / Partnership / Individual] having its principal place of business at [Sublessor Address], Quebec, Postal Code [Postal Code] (hereinafter the "Sublessor");

AND

THE SUBLESSEE: [Sublessee Legal Name], a [Corporation / Partnership / Individual] having its principal place of business at [Sublessee Address], Quebec, Postal Code [Postal Code] (hereinafter the "Sublessee").

(The Sublessor and Sublessee may hereinafter be referred to collectively as the "Parties" and individually as a "Party").

WHEREAS: A. By virtue of a lease agreement dated [Master Lease Date] (hereinafter the "Master Lease") entered into between [Master Landlord Legal Name] (hereinafter the "Master Landlord") as landlord, and the Sublessor, as tenant, the Master Landlord leased to the Sublessor those certain premises located at [Property Civic Address, Suite Number], City of [City], Province of Quebec, Postal Code [Postal Code] (hereinafter the "Master Premises"); B. The Sublessor desires to sublease to the Sublessee, and the Sublessee desires to sublease from the Sublessor, a portion of the Master Premises comprising approximately [Number] square feet, specifically described as [Detailed Description of Subleased Space, e.g., entire 4th floor or specific suites] (hereinafter the "Subleased Premises"); C. This Sublease Agreement is strictly subject and subordinate to all terms, covenants, and conditions of the Master Lease, and is conditional upon obtaining the express written consent of the Master Landlord pursuant to the Civil Code of Québec (CCQ); D. The Parties intend for this Agreement to constitute a binding legal contract governed by the laws of the Province of Quebec and the applicable federal laws of Canada.

NOW, THEREFORE, in consideration of the mutual covenants, obligations, and valuable consideration recited herein, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

---

2. OPERATIONAL DEFINITIONS

For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meanings ascribed below:

2.1 "Additional Rent" means all sums of money, other than Base Rent, payable by the Sublessee under this Agreement, including but not limited to proportionate shares of operating costs, utilities, property taxes, insurance surcharges, and any other charges deemed Additional Rent under the Master Lease.

2.2 "Base Rent" means the fixed monthly or annual monetary consideration payable by the Sublessee to the Sublessor for the use and occupation of the Subleased Premises, exclusive of applicable taxes.

2.3 "Business Day" means any day other than a Saturday, Sunday, or a statutory holiday recognized in the Province of Quebec.

2.4 "Civil Code" or "CCQ" means the Civil Code of Québec, CQLR c CCQ-1991, as amended from time to time.

2.5 "Commencement Date" means [Commencement Date, e.g., November 1, 2023], on which the term of this Sublease shall officially begin.

2.6 "Expiration Date" means [Expiration Date, e.g., October 31, 2025], on which the term of this Sublease shall terminate, unless terminated earlier in accordance with the provisions hereof or the Master Lease.

2.7 "Master Landlord" means [Master Landlord Legal Name], and its respective successors and assigns.

2.8 "Master Lease" means the primary lease agreement executed between the Master Landlord and the Sublessor dated [Master Lease Date], including any amendments, renewals, or extensions attached hereto as Schedule A.

2.9 "Subleased Premises" means that specific portion of the Master Premises demised to the Sublessee pursuant to this Agreement, comprising [Number] square feet located at [Property Civic Address, Suite Number], Montreal, Quebec.

2.10 "Term" means the duration of this Sublease Agreement, commencing on the Commencement Date and expiring on the Expiration Date, subject to prior termination in accordance with law or this Agreement.

---

3. SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Demise and Term

The Sublessor hereby subleases to the Sublessee, and the Sublessee hereby takes from the Sublessor, the Subleased Premises for and during the Term, commencing on the Commencement Date and ending on the Expiration Date, upon and subject to the terms and conditions set forth herein.

3.2 Rent and Payment Mechanics

a. Base Rent: The Sublessee shall pay to the Sublessor Base Rent in the annual amount of [Annual Base Amount in Words] ($[Numeric Amount]), payable in equal monthly installments of [Monthly Base Amount in Words] ($[Numeric Amount]), on or before the first (1st) day of each calendar month during the Term. b. Additional Rent: The Sublessee shall pay as Additional Rent its proportionate share ([Percentage]%) of all utility costs, operational expenses, and other charges levied under the Master Lease that are attributable to the Subleased Premises, payable within ten (10) days of receipt of an invoice from the Sublessor. c. Taxes: The Sublessee shall pay, in addition to Base Rent and Additional Rent, all applicable taxes imposed thereon, including the Goods and Services Tax (GST) and the Quebec Sales Tax (QST), concurrently with each rental installment. d. Method of Payment: All payments shall be made via electronic funds transfer (EFT) or pre-authorized debit to the account designated in writing by the Sublessor, without deduction, set-off, or abatement whatsoever, except as expressly permitted by law.

3.3 Security Deposit

Concurrently with the execution of this Agreement, the Sublessee shall deposit with the Sublessor the sum of [Security Deposit Amount in Words] ($[Numeric Amount]) as a security deposit (the "Security Deposit"). The Sublessor shall hold the Security Deposit in accordance with applicable Quebec law as security for the faithful performance by the Sublessee of all provisions of this Agreement. The Security Deposit shall bear no interest in favor of the Sublessee and shall be returned to the Sublessee within thirty (30) days following the expiration of the Term and the peaceful surrender of the Subleased Premises, less any lawful deductions for damages, unpaid rent, or costs of remediation.

3.4 Incorporation of Master Lease Terms

a. This Sublease is subordinate to the Master Lease. A true and complete copy of the Master Lease is attached hereto as Schedule A (with confidential financial terms redacted, if applicable). b. Except as otherwise expressly modified herein, all terms, conditions, covenants, and obligations of the Sublessor as tenant under the Master Lease are hereby incorporated mutatis mutandis into this Sublease Agreement, such that the Sublessee assumes toward the Sublessor all obligations and liabilities that the Sublessor assumes toward the Master Landlord with respect to the Subleased Premises. c. In the event of any conflict or inconsistency between the provisions of the Master Lease and this Sublease Agreement, the stricter obligation or higher standard of performance shall prevail as between the Sublessor and Sublessee, provided that nothing herein shall expand the rights of the Sublessee beyond those granted to the Sublessor under the Master Lease.

3.5 Use of Subleased Premises

The Sublessee shall use and occupy the Subleased Premises exclusively for [Permitted Commercial Use, e.g., general executive office purposes] and for no other purpose whatsoever. The Sublessee shall comply at all times with all applicable municipal, provincial, and federal laws, regulations, bylaws, and environmental standards, as well as the rules and regulations of the building established by the Master Landlord.

3.6 Maintenance, Repairs, and Alterations

a. Condition: The Sublessee accepts the Subleased Premises in its "as-is" condition as of the Commencement Date. b. Maintenance: The Sublessee shall, at its sole cost and expense, maintain the Subleased Premises in a clean, safe, and sanitary condition, reasonable wear and tear excepted. c. Alterations: The Sublessee shall not make any structural alterations, additions, or improvements to the Subleased Premises without the prior written consent of both the Sublessor and the Master Landlord. Any unauthorized alterations shall, at the option of the Sublessor, be removed by the Sublessee at its sole expense prior to the expiration of the Term.

3.7 Insurance and Indemnification

a. Sublessee's Insurance: The Sublessee shall, at its sole expense, obtain and maintain throughout the Term comprehensive commercial general liability insurance with a minimum limit of [Liability Amount, e.g., $2,000,000] per occurrence, naming the Sublessor and the Master Landlord as additional insureds. Proof of insurance shall be delivered to the Sublessor prior to the Commencement Date. b. Indemnification: The Sublessee covenants to defend, indemnify, and hold harmless the Sublessor and the Master Landlord from and against any and all claims, actions, damages, liabilities, losses, and expenses (including legal fees on a solicitor-client basis) arising out of or resulting from any injury to persons, damage to property, or breach of contract caused by the negligent acts, omissions, or willful misconduct of the Sublessee, its employees, agents, invitees, or contractors within the Master Premises or Subleased Premises.

3.8 Master Landlord Consent

This Agreement is expressly conditioned upon the written consent of the Master Landlord being obtained pursuant to Article 1870 of the Civil Code of Québec within [Number] days following the execution hereof. The Sublessor shall use reasonable commercial efforts to secure such consent. If the Master Landlord refuses or fails to provide such consent within the stipulated timeframe, this Agreement shall become null and void ab initio, and any advance rent or security deposit paid by the Sublessee shall be promptly refunded without interest or deduction.

---

4. DEFAULT, TERMINATION, AND REMEDIES

4.1 Events of Default

The occurrence of any one or more of the following events shall constitute an "Event of Default" under this Agreement: a. Monetary Default: Failure by the Sublessee to pay Base Rent, Additional Rent, or any other monetary sum when due, continuing for a period of five (5) Business Days after written notice thereof from the Sublessor. b. Non-Monetary Default: Failure by the Sublessee to observe, perform, or keep any other covenant, term, or condition of this Agreement, continuing for a period of thirty (30) Business Days after written notice specifying the nature of such failure has been delivered by the Sublessor to the Sublessee (or such longer period as may be reasonably required to cure, provided the Sublessee commences and diligently prosecutes such cure). c. Bankruptcy/Insolvency: The making by the Sublessee of an assignment for the benefit of creditors, the filing of a petition in bankruptcy or insolvency under the Bankruptcy and Insolvency Act (Canada) or the Companies' Creditors Arrangement Act, the appointment of a receiver or trustee for all or substantially all of the Sublessee’s assets, or the initiation of corporate liquidation or winding-up proceedings. d. Master Lease Default: The occurrence of any default by the Sublessor under the Master Lease directly caused by the act, omission, or default of the Sublessee.

4.2 Notice and Cure Periods

Except where an immediate threat to life, safety, or property exists, or as otherwise provided herein, the non-defaulting Party shall provide written notice of default specifying the particulars thereof. The defaulting Party shall have the applicable cure period set forth in Section 4.1 to rectify the default before the non-defaulting Party exercises its remedies.

4.3 Remedies Upon Default

Upon the occurrence of an Event of Default that remains uncured following the expiration of the applicable notice and cure period, the Sublessor may, at its sole discretion and without prejudice to any other rights or remedies available at law or in equity under the Civil Code of Québec, exercise any or all of the following remedies: a. Termination: Terminate this Sublease Agreement upon written notice to the Sublessee, whereupon the Term shall immediately cease, and the Sublessee shall vacate and surrender the Subleased Premises. b. Re-entry: Re-enter and take possession of the Subleased Premises, using such lawful means as necessary, and expel the Sublessee and any claiming parties without being deemed guilty of any manner of trespass. c. Damages and Acceleration: Recover from the Sublessee all past-due rent, damages occasioned by the default (including legal fees and re-letting costs), and, where permitted by law, accelerate the balance of Base Rent for the remainder of the Term. d. Master Lease Protection: Perform any unperformed obligation of the Sublessee at the Sublessee’s sole expense, the cost of which shall be immediately due and payable as Additional Rent.

---

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 administrative body of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, such provision shall be severed, and the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the Parties.

5.2 Entire Agreement

This Agreement, together with Schedule A (Master Lease), constitutes the entire agreement between the Sublessor and the Sublessee pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be valid unless executed in writing by both Parties and consented to in writing by the Master Landlord, where required.

5.3 Force Majeure

Neither Party shall be held liable or deemed in default for any failure or delay in fulfilling or performing any term of this Agreement (excluding the obligation to pay rent or financial sums due) when and to the extent such failure or delay is caused by or results from acts beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, strikes, lockouts, or governmental restrictions (each a "Force Majeure Event"), provided that the affected Party gives prompt written notice to the other Party and uses commercially reasonable efforts to resume performance as soon as practicable.

5.4 Governing Law and Attornment

This Agreement shall be governed by, interpreted, and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any choice of law principles. Each Party irrevocably attorns to the exclusive jurisdiction of the courts of competent jurisdiction sitting in the Judicial District of [Judicial District, e.g., Montreal], Quebec, in respect of any legal action or proceeding arising out of or relating to this Agreement.

5.5 Language Clause

The Parties acknowledge that they have expressly required that this Agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que la présente convention ainsi que tous les documents y rattachés soient rédigés en langue anglaise.

5.6 Notices

Any notice, demand, consent, or other communication required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by registered or certified mail (postage prepaid and return receipt requested), or transmitted by recognized overnight courier or verified electronic mail to the respective addresses set forth in the preamble of this Agreement (or to such other address as a Party may designate by notice hereunder). Notices shall be deemed delivered upon actual receipt or refusal of delivery.

---

6. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have executed this Sublease Agreement Form Quebec under seal by their duly authorized officers or representatives, effective as of the Effective Date first written above.

SUBLESSOR:

[Sublessor Legal Name]

By: ___________________________________
Name: [Signatory Name]
Title: [Title, e.g., President / Director]
Date: [Date of Signature]

I/We have the authority to bind the corporation.

---

SUBLESSEE:

[Sublessee Legal Name]

By: ___________________________________
Name: [Signatory Name]
Title: [Title, e.g., Chief Executive Officer]
Date: [Date of Signature]

I/We have the authority to bind the corporation.

---

ACKNOWLEDGMENT AND CONSENT OF MASTER LANDLORD

(Optional / Required pursuant to Section 3.8)

The undersigned Master Landlord hereby acknowledges receipt of a copy of this Sublease Agreement and, pursuant to Article 1870 of the Civil Code of Québec, hereby consents to the sublease of the Subleased Premises by the Sublessor to the Sublessee upon the terms and conditions herein contained, without releasing the Sublessor from its primary obligations under the Master Lease.

MASTER LANDLORD:

[Master Landlord Legal Name]

By: ___________________________________
Name: [Signatory Name]
Title: [Title]
Date: [Date of Signature]