Sublease Agreement Template Download

SUBLEASE AGREEMENT TEMPLATE DOWNLOAD

1. DOCUMENT PREAMBLE & RECITALS

THIS SUBLEASE AGREEMENT (hereinafter the "Sublease") is entered into and made effective as of this [Day] day of [Month], [Year] (hereinafter the "Effective Date"), by and between [Sublessor Company Name], a [State of Incorporation/Organization] [corporation/limited liability company] having its principal place of business at [Sublessor Address] (hereinafter the "Sublessor"), and [Sublessee Company Name], a [State of Incorporation/Organization] [corporation/limited liability company] having its principal place of business at [Sublessee Address] (hereinafter the "Sublessee").

RECITALS

WHEREAS, [Master Landlord Name] (hereinafter the "Master Landlord") and Sublessor entered into a certain master lease agreement dated [Master Lease Date] (hereinafter the "Master Lease"), a true and correct copy of which is attached hereto as Exhibit A, pursuant to which Master Landlord leased to Sublessor certain real property located at [Full Property Address], more particularly described in the Master Lease (hereinafter the "Master Premises"); and

WHEREAS, Sublessor desires to sublease to Sublessee, and Sublessee desires to sublease from Sublessor, a portion of the Master Premises consisting of approximately [Square Footage] rentable square feet, commonly known as [Suite/Floor Number] (hereinafter the "Subleased Premises"), upon the terms and conditions hereinafter set forth; and

WHEREAS, this Sublease is expressly subject and subordinate to all of the terms, covenants, and conditions of the Master Lease and requires the written consent of the Master Landlord where specified herein.

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

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2. OPERATIONAL DEFINITIONS

For purposes of this Sublease, the following terms shall have the meanings ascribed below, and unless otherwise expressly provided, these definitions shall apply to both singular and plural forms of the terms defined:

1. "Base Rent" means the fixed monthly rental amount payable by Sublessee to Sublessor in the initial amount of [Dollar Amount] ($[0.00]), subject to adjustment pursuant to Section 3.2.
2. "Business Day" means any day other than a Saturday, Sunday, or any other day on which commercial banks in the State of [Jurisdiction] are authorized or required by law to close.
3. "Default" means any breach, violation, or failure by a Party to observe, perform, or comply with any covenant, condition, agreement, representation, or warranty contained within this Sublease or the Master Lease (to the extent incorporated herein).
4. "Force Majeure Event" means acts of God, strikes, lockouts, labor disputes, acts of public enemies, wars, blockades, insurrections, riots, epidemics, pandemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, civil disturbances, explosions, or any other cause beyond the reasonable control of the Party claiming relief.
5. "Master Landlord" means [Master Landlord Name], or its designated successor, assign, or legal representative under the Master Lease.
6. "Master Lease" means that certain commercial lease agreement dated [Master Lease Date] between Master Landlord and Sublessor, including any amendments, addenda, exhibits, or renewals attached thereto.
7. "Master Premises" means the entirety of the real property leased by Master Landlord to Sublessor pursuant to the Master Lease.
8. "Permitted Use" means the use of the Subleased Premises strictly for general office and administrative purposes and for no other purpose whatsoever, in compliance with all applicable zoning, municipal, state, and federal laws.
9. "Security Deposit" means the sum of [Dollar Amount] ($[0.00]) deposited by Sublessee with Sublessor as security for the faithful performance and observance by Sublessee of the terms and conditions of this Sublease.
10. "Subleased Premises" means that specific portion of the Master Premises demised to Sublessee pursuant to this Sublease, consisting of approximately [Square Footage] rentable square feet located at [Subleased Premises Specifics].
11. "Term" means the initial term of this Sublease commencing on [Commencement Date] (the "Commencement Date") and expiring on [Expiration Date] (the "Expiration Date"), unless sooner terminated pursuant to the provisions hereof.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Demise and Term

Sublessor hereby subleases to Sublessee, and Sublessee hereby takes from Sublessor, the Subleased Premises for the Term, subject to all the terms, covenants, conditions, and limitations set forth in this Sublease and the Master Lease. The Term shall commence on the Commencement Date and shall expire on the Expiration Date.

3.2 Rent and Payment Mechanics

1. Base Rent: Sublessee shall pay to Sublessor Base Rent in the amount of [Dollar Amount] per month, in advance, on or before the first (1st) day of each calendar month throughout the Term, without demand, deduction, offset, or counterclaim. If the Term commences on a day other than the first day of a calendar month, Base Rent for such fractional month shall be prorated on a per diem basis.
2. Additional Rent: Sublessee shall pay as Additional Rent all other sums, charges, and costs of any kind whatsoever that become due from Sublessee under this Sublease, including but not limited to utility charges, telecommunications costs, and any pro-rata share of operating expense increases passed through by Master Landlord under the Master Lease.
3. Method of Payment: All rent and other payments due hereunder shall be made via electronic wire transfer of immediately available funds to an account designated in writing by Sublessor, or by check drawn on a U.S. financial institution.
4. Late Charges: If Sublessee fails to pay any installment of Base Rent or Additional Rent within [Number] ([X]) days after the date when due, Sublessee shall pay to Sublessor a late charge equal to [Percentage, e.g., five percent (5%)] of the overdue amount to cover administrative costs associated with processing the delinquency.

3.3 Security Deposit

Upon the execution of this Sublease, Sublessee shall deposit with Sublessor the Security Deposit as security for the faithful performance of all terms and conditions of this Sublease. Sublessor may apply all or part of the Security Deposit to cure any Default by Sublessee or to repair any damage to the Subleased Premises caused by Sublessee or its agents, invitees, or employees. If Sublessor applies any portion of the Security Deposit, Sublessee shall, within ten (10) Business Days after written demand therefor, deposit cash with Sublessor in an amount sufficient to restore the Security Deposit to its original balance.

3.4 Condition of Subleased Premises

Sublessee acknowledges that it has inspected the Subleased Premises and accepts the same in its "AS-IS, WHERE-IS" condition, with all faults, as of the Commencement Date. Sublessor makes no warranties or representations, express or implied, regarding the physical condition of the Subleased Premises, its suitability for Sublessee's intended use, or the compliance of the Subleased Premises with any applicable laws, including the Americans with Disabilities Act (ADA).

3.5 Incorporation of Master Lease Terms

1. Except as otherwise expressly provided in this Sublease, the terms, covenants, and conditions of the Master Lease are incorporated herein by reference as if Sublessor were the "Landlord" thereunder, Sublessee were the "Tenant" thereunder, and the Subleased Premises were the "Premises" thereunder.
2. Sublessee assumes and agrees to perform all obligations of Sublessor under the Master Lease to the extent applicable to the Subleased Premises during the Term, provided, however, that Sublessee shall not be obligated to pay the rent reserved in the Master Lease except as expressly provided for Base Rent and Additional Rent herein.
3. If any provision of the Master Lease directly conflicts with any provision of this Sublease, the provision of this Sublease shall control as between Sublessor and Sublessee.

3.6 Insurance and Indemnification

1. Insurance: Throughout the Term, Sublessee shall, at its sole cost and expense, maintain commercial general liability insurance with a combined single limit of not less than [Dollar Amount, e.g., Two Million Dollars ($2,000,000)] per occurrence for bodily injury and property damage, naming Sublessor and Master Landlord as additional insureds. Sublessee shall provide Sublessor with certificates of insurance evidencing such coverage prior to the Commencement Date.
2. Indemnification: Sublessee shall defend, indemnify, and hold harmless Sublessor and Master Landlord from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach or default by Sublessee under this Sublease; (b) any act, omission, negligence, or willful misconduct of Sublessee or its agents, employees, contractors, or invitees; or (c) any use or occupancy of the Subleased Premises by Sublessee.

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4. DEFAULT, TERMINATION, AND REMEDIES

4.1 Events of Default

The occurrence of any one or more of the following events shall constitute an immediate Event of Default by Sublessee under this Sublease:

1. Failure by Sublessee to pay any installment of Base Rent, Additional Rent, or any other monetary obligation when due, where such failure continues for a period of five (5) Business Days after written notice thereof from Sublessor.
2. Failure by Sublessee to observe or perform any non-monetary covenant, condition, or agreement contained in this Sublease or the incorporated Master Lease, where such failure continues for a period of thirty (30) Business Days after written notice thereof from Sublessor (provided that if such non-monetary default cannot reasonably be cured within thirty (30) Business Days, Sublessee shall not be in Default if it commences to cure within such period and diligently and continuously prosecutes the same to completion).
3. The filing of a petition by or against Sublessee under any bankruptcy, insolvency, or similar law; the appointment of a receiver, trustee, or custodian for all or a substantial portion of Sublessee's assets; or the making of a general assignment for the benefit of creditors.
4. The abandonment or vacating of the Subleased Premises by Sublessee for a continuous period exceeding twenty (20) Business Days.

4.2 Remedies Upon Default

Upon the occurrence of an Event of Default, Sublessor shall have the right, at its sole election, to pursue any one or more of the following legal or equitable remedies without further notice or demand:

1. Termination of Sublease: Terminate this Sublease and Sublessee's right to possession of the Subleased Premises, whereupon Sublessee shall immediately surrender possession of the Subleased Premises to Sublessor. Sublessor may recover from Sublessee all damages incurred by reason of Sublessee's default, including the worth at the time of award of the unpaid rent that would have been earned under the balance of the Term.
2. Acceleration of Rent: Declare the entire balance of Base Rent and Additional Rent for the remainder of the Term to be immediately due and payable.
3. Self-Help and Cure: Enter the Subleased Premises, by force if necessary, to cure any default of Sublessee, and charge Sublessee for all costs and expenses incurred in connection therewith, plus interest at the maximum rate permitted by law.
4. Injunctive Relief: Seek injunctive relief to restrain any actual or threatened breach of this Sublease.

4.3 Cumulative Remedies

All remedies available to Sublessor under this Sublease, at law, or in equity are cumulative and non-exclusive. The exercise by Sublessor of any single remedy shall not constitute a waiver of or preclude the pursuit of any other remedy.

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5. BOILERPLATE LEGAL PROVISIONS

5.1 Severability

If any provision of this Sublease is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be deemed severed from this Sublease, and the remaining provisions shall remain in full force and effect.

5.2 Entire Agreement

This Sublease, together with the Master Lease incorporated herein by reference and all attached exhibits, constitutes the entire agreement between Sublessor and Sublessee regarding the subject matter hereof. This Sublease supersedes all prior negotiations, discussions, understandings, and agreements, whether oral or written. No modification or amendment of this Sublease shall be valid or binding unless executed in writing by both Parties.

5.3 Force Majeure

Neither Party shall be held liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Sublease, for failure or delay in fulfilling or performing any obligation under this Sublease (except for the obligation to pay rent and other monetary sums) when such failure or delay is caused by or results from a Force Majeure Event, provided that the affected Party gives prompt written notice to the other Party detailing the particulars of the event.

5.4 Governing Law and Forum Selection

This Sublease shall be interpreted, construed, and enforced in accordance with the laws of the State of [Jurisdiction], without regard to its conflict of laws principles. Any legal action, proceeding, or arbitration arising out of or relating to this Sublease shall be instituted exclusively in the state or federal courts located in [County] County, [State]`, and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

5.5 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Sublease, including its formation, interpretation, breach, or termination, shall be resolved through binding arbitration administered by the [Arbitration Association Name, e.g., American Arbitration Association] in accordance with its commercial arbitration rules. The arbitration shall be conducted before a single arbitrator in [City, State], and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

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6. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Sublease Agreement to be duly executed by their respective authorized officers as of the Effective Date first written above.

SUBLESSOR:

[Sublessor Company Name]

By: _________________________________________
Name: [Signatory Name]
Title: [Signatory Title]
Date: [Date]

SUBLESSEE:

[Sublessee Company Name]

By: _________________________________________
Name: [Signatory Name]
Title: [Signatory Title]
Date: [Date]

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CONSENT OF MASTER LANDLORD

The undersigned Master Landlord hereby consents to the subletting of the Subleased Premises by Sublessor to Sublessee pursuant to the terms and conditions of this Sublease Agreement. This consent shall not be construed as a release of Sublessor from any of its obligations under the Master Lease.

MASTER LANDLORD:

[Master Landlord Company Name]

By: _________________________________________
Name: [Signatory Name]
Title: [Signatory Title]
Date: [Date]