Sublease Agreement Template

SUBLEASE AGREEMENT TEMPLATE FREE

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:

SUBLESSOR: [Sublessor Company Name], a [State of Incorporation] [Corporation/LLC], having its principal place of business at [Sublessor Address] (hereinafter referred to as the "Sublessor"), and

SUBLESSEE: [Sublessee Company Name], a [State of Incorporation] [Corporation/LLC], having its principal place of business at [Sublessee Address] (hereinafter referred to as the "Sublessee").

Sublessor and Sublessee may collectively be referred to herein as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, [Master Landlord Company Name] (hereinafter the "Master Landlord") and Sublessor (as tenant) entered into a certain master lease agreement dated [Date of Master Lease] (hereinafter the "Master Lease"), a true and correct copy of which is attached hereto as Exhibit A, pursuant to which Sublessor leases certain real property located at [Full Street Address of Premises] (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/Office Number, if applicable] (hereinafter the "Subleased Premises"), upon the terms and conditions hereinafter set forth; and

WHEREAS, this Agreement is subject and subordinate in all respects to the Master Lease, and requires the express written consent of the Master Landlord where indicated;

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 covenant and agree as follows:

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2. OPERATIONAL DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings ascribed below, and such meanings shall apply equally to the singular and plural forms of the terms defined:

1. "Additional Rent" means all sums of money, other than Base Rent, that shall become due and payable by Sublessee to Sublessor pursuant to the terms of this Agreement, including, without limitation, utility charges, maintenance fees, and pro-rata shares of operating expenses.
2. "Base Rent" means the fixed monthly recurring financial obligation payable by Sublessee to Sublessor under Section 3.1 hereof, exclusive of any Additional Rent or taxes.
3. "Business Day" means any calendar day other than a Saturday, Sunday, or any other day on which national banks are authorized or required by law to close in the State of [Jurisdiction].
4. "Default" means the occurrence of any event, breach, or failure of performance specified in Section 4.1 of this Agreement.
5. "Master Lease" means that certain underlying lease agreement between Master Landlord and Sublessor dated [Date], including all amendments, exhibits, and riders attached thereto.
6. "Master Landlord" means [Master Landlord Name], the fee owner and/or primary lessor of the Master Premises.
7. "Permitted Use" means general professional office use and/or [Specific Commercial Use] consistent with local zoning laws and the terms of the Master Lease.
8. "Security Deposit" means the monetary sum deposited by Sublessee with Sublessor pursuant to Section 3.4 as security for the full and faithful performance of all terms of this Agreement.
9. "Subleased Premises" means that specific portion of the Master Premises demised to Sublessee under this Agreement, comprising approximately [Square Footage] square feet located at [Address/Suite Number].
10. "Term" means the initial fixed period of this Agreement as set forth in Section 3.2, including any duly exercised renewal terms.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Rent and Payment Terms

Sublessee shall pay to Sublessor Base Rent in the amount of [Dollar Amount] ($[0.00]) per month, payable in advance on or before the first (1st) day of each calendar month throughout the Term.

• Payment Method: All payments of Base Rent and Additional Rent shall be made via wire transfer, ACH, or check delivered to Sublessor’s designated address, without demand, setoff, counterclaim, or deduction whatsoever.
• Late Charges: If any installment of Base Rent or Additional Rent is not received by Sublessor within five (5) Business Days after its due date, Sublessee shall pay a late charge equal to [Percentage, e.g., 5]% of the overdue amount, or the maximum rate permitted by applicable law, to compensate Sublessor for administrative costs.
• Proration: If the Term commences on a day other than the first day of a calendar month, or terminates on a day other than the last day of a calendar month, the Base Rent for such fractional month shall be prorated on a per diem basis.

3.2 Term and Possession

• Initial Term: The Term of this Sublease shall commence on [Start Date] (the "Commencement Date") and shall expire on [End Date] (the "Expiration Date"), unless terminated earlier in accordance with the provisions hereof.
• Condition of Premises: Sublessee accepts the Subleased Premises in its "AS-IS, WHERE-IS" condition as of the Commencement Date. Sublessor makes no warranties or representations, express or implied, regarding the physical condition of the Subleased Premises or its suitability for Sublessee's intended use.

3.3 Security Deposit

Upon execution of this Agreement, Sublessee shall deposit with Sublessor the sum of [Dollar Amount] ($[0.00]) as a Security Deposit.

• The Security Deposit shall be held by Sublessor as security for the faithful performance by Sublessee of all provisions of this Agreement.
• If Sublessee defaults with respect to any provision of this Agreement, Sublessor may, but shall not be obligated to, use, apply, or retain all or any portion of the Security Deposit for the payment of any Rent in default, or for the payment of any other loss or damage sustained by Sublessor resulting from such default.
• Within thirty (30) days following the expiration or termination of this Agreement and surrender of the Subleased Premises, Sublessor shall return the unused balance of the Security Deposit to Sublessee, without interest.

3.4 Permitted Use and Compliance

• Use Restriction: The Subleased Premises shall be used and occupied exclusively for the Permitted Use and for no other purpose whatsoever.
• Master Lease Compliance: Sublessee shall comply with all applicable terms, covenants, conditions, and restrictions of the Master Lease that apply to the Subleased Premises. Sublessee shall not commit, or permit to be committed, any act or omission that would constitute a default under the Master Lease.

3.5 Maintenance, Repairs, and Alterations

• Maintenance: Sublessee shall keep the interior of the Subleased Premises in a clean, safe, and sanitary condition, and shall repair any damage caused by Sublessee, its employees, agents, invitees, or contractors.
• Alterations: Sublessee shall not make any structural alterations, additions, or improvements to the Subleased Premises without the prior written consent of both Sublessor and Master Landlord.

3.6 Insurance and Indemnification

• Sublessee's Insurance: Sublessee shall, at its sole expense, maintain during the entire Term commercial general liability insurance with minimum limits of [Dollar Amount, e.g., $1,000,000] per occurrence and [Dollar Amount, e.g., $2,000,000] in the aggregate, naming Sublessor and Master Landlord as additional insureds.
• Indemnification: Sublessee agrees to defend, indemnify, and hold harmless Sublessor and Master Landlord from and against any and all claims, liabilities, losses, damages, costs, or expenses (including reasonable attorneys' fees) arising out of or resulting from Sublessee’s use or occupancy of the Subleased Premises, its breach of this Agreement, or any negligent or wrongful act or omission of Sublessee or its agents.

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4. DEFAULT, TERMINATION, AND REMEDIES

4.1 Events of Default

The occurrence of any of the following shall constitute a material "Default" by Sublessee under this Agreement:

1. Monetary Default: Failure by Sublessee to pay any installment of Base Rent, Additional Rent, or the Security Deposit within five (5) Business Days after written notice that the same is due.
2. Covenant Default: Failure by Sublessee to observe, perform, or comply with any other term, covenant, or condition of this Agreement, and such failure continues for a period of thirty (30) Business Days after written notice thereof from Sublessor.
3. Bankruptcy/Insolvency: The filing of a petition by or against Sublessee under any bankruptcy or insolvency law, the appointment of a receiver for all or substantially all of Sublessee’s assets, or an assignment for the benefit of creditors.
4. Master Lease Breach: Any act or omission by Sublessee that causes a default under the Master Lease.

4.2 Notice and Cure Periods

Except where a shorter notice period is explicitly provided herein (such as monetary defaults), the breaching Party shall have thirty (30) Business Days from the date of receipt of written notice of default to cure any curable non-monetary breach before the non-breaching Party may exercise legal remedies.

4.3 Legal Recourse and Remedies

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 remedies without further notice or demand:

1. Termination of Sublease: Terminate this Agreement and Sublessee’s right to possession of the Subleased Premises, whereupon Sublessee shall immediately surrender the Subleased Premises to Sublessor.
2. Injunction and Damages: Recover from Sublessee all damages incurred by Sublessor as a result of the default, including past due Rent, future Rent discounted to present value, reasonable attorneys’ fees, and costs of re-letting.
3. Cumulative Remedies: Exercise any other remedy available at law or in equity, all remedies being cumulative and non-exclusive.

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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 modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected thereby.

5.2 Entire Agreement

This Agreement, together with the attached exhibits and the Master Lease (insofar as incorporated herein), constitutes the entire agreement between Sublessor and 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 this Agreement shall be 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 Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, national emergency, pandemic, epidemics, or government orders (each a "Force Majeure Event"), provided that the affected Party gives prompt written notice to the other Party and uses diligent efforts to resume performance.

5.4 Governing Law

This Agreement shall be construed, interpreted, and governed by the laws of the State of [Jurisdiction], without regard to its conflict of laws principles.

5.5 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved through binding arbitration administered by the [Arbitration Association, e.g., American Arbitration Association] in accordance with its commercial arbitration rules. The place of arbitration shall be [City, State], and judgment on the award rendered by the arbitrator(s) 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]

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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 pursuant to the terms of this Sublease Agreement, without releasing Sublessor from any liability under the Master Lease.

MASTER LANDLORD:
[Master Landlord Company Name]

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