Sublease Agreement Template Australia

SUBLEASE AGREEMENT

1. DOCUMENT PREAMBLE & RECITALS

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

SUBLESSOR: [Sublessor Company/Full Legal Name], [A.C.N. / A.B.N. if applicable], having its registered office or principal place of business at [Sublessor Address] ("Sublessor"); and

SUBLESSEE: [Sublessee Company/Full Legal Name], [A.C.N. / A.B.N. if applicable], having its registered office or principal place of business at [Sublessee Address] ("Sublessee").

RECITALS

WHEREAS: A. The Head Lessor, [Head Lessor Name] ("Head Lessor"), as lessor, and the Sublessor, as lessee, entered into a certain commercial lease agreement dated [Date of Head Lease] (the "Head Lease"), in respect of the premises known as [Full Postal Address of Premises] (the "Building"); B. Pursuant to the Head Lease, the Sublessor leases the real property more particularly described as [Suite/Floor Number, Building Name] comprising approximately [Square Metres] square metres (the "Premises"); C. The Sublessor desires to sublease the Premises to the Sublessee, and the Sublessee desires to take a sublease of the Premises from the Sublessor, upon the terms and conditions set forth herein; and D. This Agreement is expressly conditional upon obtaining the written consent of the Head Lessor pursuant to the terms of the Head Lease and the applicable property law statutes of the Commonwealth of Australia and the State or Territory of [Jurisdiction, e.g., New South Wales].

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

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2. OPERATIONAL DEFINITIONS

For the purposes of this Agreement, except where the context otherwise expressly requires, the following terms shall have the respective meanings set forth below:

1. "Act" means the [Relevant State/Territory Retail/Commercial Leasing Act, e.g., Retail Leases Act 1994 (NSW)], as amended from time to time.
2. "Base Rent" means the annual rent specified in Item [X] of the Schedule, payable in equal monthly installments in advance.
3. "Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which banks are open for general banking business in [Capital City, e.g., Sydney].
4. "Claim" includes any claim, demand, legal action, proceeding, liability, damage, loss, cost, or expense of whatever nature and wheresoever arising.
5. "Default" means any breach, non-observance, or non-performance of any covenant, condition, proviso, or obligation on the part of the Sublessee under this Agreement or the Head Lease.
6. "Head Lease" means the primary lease agreement dated [Date] between the Head Lessor and the Sublessor, a true and complete copy of which (excluding commercial financials) has been provided to the Sublessee.
7. "Head Lessor" means the superior landlord under the Head Lease and includes its successors and assigns.
8. "Outgoings" means all rates, taxes, levies, utility charges, service fees, and operating expenses apportioned to the Premises pursuant to the Head Lease and this Agreement.
9. "Permitted Use" means [Description of Permitted Commercial/Office Use] and no other purpose whatsoever.
10. "Premises" means that portion of the Building situated at [Address] comprising [Square Metres] square metres, as delineated on the plan annexed hereto as Schedule [X], together with the fixtures, fittings, and chattels listed therein.
11. "Security Deposit" means the unconditional bank guarantee or cash bond in the sum of [Dollar Amount ($0.00)] deposited pursuant to Clause 6.
12. "Sublease Term" means the term of this sublease commencing on [Start Date] and expiring on [End Date], unless terminated earlier in accordance with the provisions hereof.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Grant of Sublease

The Sublessor hereby subleases the Premises to the Sublessee, and the Sublessee hereby takes the Premises from the Sublessor, for the Sublease Term, subject to the rents, covenants, conditions, and stipulations hereinafter contained and subject to the terms of the Head Lease.

3.2 Rent and Outgoings

1. Base Rent: The Sublessee shall pay to the Sublessor the Base Rent of [Dollar Amount ($0.00)] per annum, exclusive of Goods and Services Tax (GST), payable in equal monthly installments of [Dollar Amount ($0.00)] in advance on the first (1st) day of each calendar month.
2. Outgoings: The Sublessee shall pay or reimburse the Sublessor for [Percentage]% of all Outgoings and operational costs levied by the Head Lessor or municipal authorities in respect of the Premises within fourteen (14) days of receipt of a valid tax invoice.
3. GST: All consideration provided under this Agreement is exclusive of GST unless otherwise specified. If GST is payable on any supply made under this Agreement, the recipient shall pay to the supplier an additional amount equal to the GST payable, concurrently with the primary payment.
4. Interest on Late Payments: Without prejudice to any other rights or remedies, if the Sublessee fails to pay any sum due under this Agreement within seven (7) days of the due date, the Sublessee shall pay interest on such overdue amount at the rate of [Interest Rate, e.g., 2%] per annum above the cash rate target determined by the Reserve Bank of Australia from time to time, calculated daily from the due date until the date of actual payment.

3.3 Permitted Use

The Sublessee shall use and occupy the Premises strictly for the Permitted Use and for no other purpose. The Sublessee shall not permit any nuisance, noxious trade, or illegal activity to be conducted upon the Premises and shall comply with all applicable laws, regulations, and statutory requirements of local, state, and federal authorities.

3.4 Incorporation of Head Lease Terms

1. This Sublease is expressly subject to all the terms, covenants, conditions, restrictions, and provisions of the Head Lease. A copy of the Head Lease is annexed hereto as Schedule [X] and is incorporated herein by reference as if set out at length.
2. Where obligations are imposed upon the Head Lessor under the Head Lease, the Sublessor shall use reasonable commercial endeavors to procure the performance of such obligations by the Head Lessor for the benefit of the Sublessee.
3. The Sublessee shall not do, omit, or permit anything to be done that would constitute a breach of the Head Lease by the Sublessor as tenant thereunder.

3.5 Maintenance, Repairs, and Alterations

1. Maintenance: The Sublessee shall keep the interior of the Premises in good, clean, and tenantable repair and condition (fair wear and tear excepted).
2. Structural Alterations: The Sublessee shall not make any structural alterations, additions, or improvements to the Premises without the prior written consent of the Sublessor and the Head Lessor, which consent shall not be unreasonably withheld or delayed, subject to any conditions imposed by the Head Lessor.
3. Make Good Obligations: Upon the expiration or earlier termination of this Agreement, the Sublessee shall, at its sole cost and expense, remove all of its trade fixtures, equipment, and signage, repair any damage caused by such removal, and yield up the Premises in the same condition as they were in at the commencement of the Sublease Term, fair wear and tear excepted.

3.6 Insurance and Indemnity

1. Sublessee Insurance: The Sublessee shall, at its own expense, effect and maintain throughout the Sublease Term public liability insurance for a minimum sum of [Dollar Amount, e.g., $20,000,000] per single occurrence, plate glass insurance, and workers' compensation insurance as required by law.
2. Indemnity: The Sublessee occupies the Premises at its own risk and releases the Sublessor and Head Lessor, to the maximum extent permitted by law, from all claims and demands of every kind resulting from any accident, damage, or injury on the Premises, save where caused by the negligence or willful misconduct of the Sublessor. The Sublessee indemnifies and shall keep indemnified the Sublessor against all Claims arising from the Sublessee’s occupation, use, default, or negligence.

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4. DEFAULT, TERMINATION, AND REMEDIES

4.1 Events of Default

The occurrence of any of the following events shall constitute an immediate Event of Default by the Sublessee:

1. Failure by the Sublessee to pay Base Rent, Outgoings, or any other monetary sum within seven (7) days of the due date for payment.
2. Breach by the Sublessee of any non-monetary covenant, term, or condition of this Agreement or the Head Lease.
3. The making of an order, passing of a resolution, or appointment of an administrator, liquidator, receiver, or manager in respect of the Sublessee under the Corporations Act 2001 (Cth), or the execution of a deed of company arrangement.
4. Execution, distress, or other process of law being levied against the assets of the Sublessee on the Premises.
5. Abandonment or vacation of the Premises by the Sublessee for a continuous period exceeding twenty-one (21) days without prior written notice to the Sublessor.

4.2 Notice and Cure Periods

Upon the occurrence of an Event of Default (other than a failure to pay monetary sums, which shall be governed strictly by Clause 4.1.1), the Sublessor shall issue a formal notice in writing specifying the nature of the Default. The Sublessee shall have a period of thirty (30) business days from the date of receipt of such notice to remedy the specified Default (the "Cure Period"), provided that if the Default is incapable of being remedied within thirty (30) business days, the Sublessee shall have commenced and is diligently prosecuting steps to remedy such Default to the reasonable satisfaction of the Sublessor.

4.3 Remedies upon Default

1. If an Event of Default continues uncured beyond the expiration of the applicable Cure Period, the Sublessor may, at its sole option and without prejudice to any other rights or remedies available at law or in equity:
   • Re-enter the Premises (or any part thereof in the name of the whole) with or without legal process, eject the Sublessee and all persons claiming through it, and repossess the Premises.
   • Terminate this Agreement by written notice to the Sublessee.
   • Recover from the Sublessee all damages, losses, costs, and expenses incurred by the Sublessor as a direct or indirect result of the Default, including legal costs on a solicitor-and-client basis and loss of future rent for the remainder of the Sublease Term.
2. Head Lease Termination Trigger: If the Head Lease is terminated for any reason whatsoever, this Agreement shall automatically terminate concurrently therewith, and the Sublessee shall have no Claim against the Sublessor arising from such termination, except in respect of any antecedent breach by the Sublessor.

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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 of competent jurisdiction, such provision shall be severed to the extent of its invalidity or unenforceability, and the remaining provisions hereof shall remain in full force and effect and continue to bind the Parties.

5.2 Entire Agreement

This Agreement, together with the Schedules annexed hereto and the Head Lease incorporated by reference, constitutes the entire agreement between the Sublessor and the Sublessee with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings, and contemporaneous agreements. No modification or amendment to this Agreement shall be valid unless executed in writing by both Parties.

5.3 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (excluding the obligation to pay rent or money) if such failure or delay arises from acts of God, war, terrorism, civil commotion, pandemic, government restriction, fire, flood, or other natural disaster beyond the reasonable control of the affected Party, provided that the affected Party promptly notifies the other Party in writing and uses all reasonable endeavors to mitigate the effects thereof.

5.4 Governing Law and Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State or Territory of [Jurisdiction, e.g., New South Wales] and the Commonwealth of Australia. The Parties submit to the exclusive jurisdiction of the courts of [Jurisdiction] and any courts competent to hear appeals therefrom.

5.5 Dispute Resolution

1. In the event of any dispute, difference, or controversy arising out of or in connection with this Agreement (a "Dispute"), either Party may give written notice to the other setting out the particulars of the Dispute.
2. Within ten (10) Business Days of receipt of such notice, senior representatives of each Party shall meet in good faith to attempt to resolve the Dispute amicably.
3. If the Dispute is not resolved within twenty (20) Business Days of the initial notice, the Parties shall refer the Dispute to formal mediation administered by the Australian Disputes Centre (ADC) before commencing any court proceedings, with the costs of mediation to be shared equally.

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6. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Sublease Agreement to be duly executed under hand and seal by their respective duly authorized officers as of the Effective Date.

SUBLESSOR

Entity Name: [Sublessor Company Name / Legal Entity]
ABN/ACN: [ABN / ACN Number]

Executed by authority of the Board of Directors in accordance with section 127 of the Corporations Act 2001 (Cth):

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Signature of Director / Authorized Officer

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Name of Director / Authorized Officer (Print)

Date: [DD / MM / YYYY]

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SUBLESSEE

Entity Name: [Sublessee Company Name / Legal Entity]
ABN/ACN: [ABN / ACN Number]

Executed by authority of the Board of Directors in accordance with section 127 of the Corporations Act 2001 (Cth):

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Signature of Director / Authorized Officer

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Name of Director / Authorized Officer (Print)

Date: [DD / MM / YYYY]

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HEAD LESSOR CONSENT (ACKNOWLEDGEMENT)

The Head Lessor hereby consents to the subleasing of the Premises by the Sublessor to the Sublessee pursuant to the terms of this Agreement, without releasing the Sublessor from any of its ongoing covenants and obligations under the Head Lease.

Entity Name: [Head Lessor Company Name / Legal Entity]

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Signature of Authorized Representative

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Name of Authorized Representative (Print)

Date: [DD / MM / YYYY]