Sublease Agreement Template Germany

SUBLEASE AGREEMENT TEMPLATE GERMANY

1. Document Preamble & Recitals

This Sublease Agreement (hereinafter the "Agreement") is entered into and made effective as of [Effective Date] (hereinafter the "Effective Date"), by and between:

Sublessor: [Sublessor Legal Name], a [Legal Entity Type, e.g., GmbH / UG / private individual], having its registered office at [Sublessor Registered Address], registered in the commercial register maintained by the local court (Amtsgericht) of [City] under registration number [HRB Number], represented by [Name and Title of Signatory] (hereinafter the "Sublessor"); and

Sublessee: [Sublessee Legal Name], a [Legal Entity Type, e.g., GmbH / UG / private individual], having its registered office at [Sublessee Registered Address], registered in the commercial register maintained by the local court (Amtsgericht) of [City] under registration number [HRB Number], represented by [Name and Title of Signatory] (hereinafter the "Sublessee").

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

Recitals

WHEREAS, the Sublessor is the lawful lessee of certain commercial/residential premises located at [Street Address, Postal Code, City, Federal State], Germany (hereinafter the "Master Premises"), pursuant to a primary lease agreement dated [Date of Master Lease] entered into between [Landlord Legal Name] (hereinafter the "Primary Landlord") and the Sublessor (hereinafter the "Master Lease");

WHEREAS, the Primary Landlord has granted written consent to the subleasing of the Subleased Premises pursuant to Section 540 of the German Civil Code (Bürgerliches Gesetzbuch - "BGB"), a copy of which written consent is attached hereto as Exhibit A;

WHEREAS, the Sublessor desires to sublease a portion of the Master Premises to the Sublessee, and the Sublessee desires to lease said portion from the Sublessor, under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations 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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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 assigned to them below:

1. "Subleased Premises" means that specific portion of the Master Premises consisting of approximately [Number] square meters of floor space located on the [Floor Number] floor, specifically designated and outlined in red on the floor plan attached hereto as Exhibit B.
2. "Base Rent" means the fixed monthly financial consideration payable by the Sublessee to the Sublessor for the use and occupancy of the Subleased Premises, excluding Operating Costs and Value-Added Tax.
3. "Operating Costs" (Betriebskosten) means the operational and ancillary costs relating to the Subleased Premises and the building as defined under Section 2 of the German Ordinance on Operating Costs (Betriebskostenverordnung - BetrKV), apportioned pro rata to the Sublessee.
4. "Security Deposit" (Kaution) means the monetary collateral provided by the Sublessee to secure the faithful performance of all obligations under this Agreement, pursuant to Section 551 BGB (for residential) or commercial custom.
5. "Master Lease" means the primary lease agreement between the Primary Landlord and the Sublessor, including any amendments, renewals, or extensions thereof.
6. "Business Day" means any calendar day other than a Saturday, Sunday, or a statutory public holiday recognized in the Federal State of [Federal State, e.g., Berlin], Germany.
7. "Statutory Notice Period" means the termination notice periods mandated by the BGB, specifically Section 573c BGB for residential leases or commercial custom and practice.

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3. Substantive Terms & Obligations

Clause 3.1: Grant of Sublease

The Sublessor hereby subleases to the Sublessee, and the Sublessee hereby takes from the Sublessor, the Subleased Premises, subject to all the terms, covenants, and conditions of this Agreement and the Master Lease.

Clause 3.2: Term

1. This Agreement shall commence on [Lease Start Date] (hereinafter the "Commencement Date") and shall expire on [Lease End Date], unless terminated earlier in accordance with the provisions of this Agreement or applicable German law (hereinafter the "Term").
2. Any holding over by the Sublessee after the expiration or termination of the Term shall not constitute an extension or renewal of this Agreement pursuant to Section 545 BGB. Section 545 BGB is hereby expressly excluded.

Clause 3.3: Rent and Payment Terms

1. Base Rent: The Sublessee shall pay to the Sublessor a monthly Base Rent in the amount of [Amount in Figures] Euros ([Amount in Words] EUR), exclusive of applicable Value-Added Tax (VAT).
2. Operating Costs Advance: In addition to the Base Rent, the Sublessee shall pay a monthly advance payment for Operating Costs in the amount of [Amount in Figures] Euros ([Amount in Words] EUR).
3. Total Monthly Payment: The total monthly payment of [Sum of Base Rent and Operating Costs] Euros ([Sum in Words] EUR) plus statutory VAT (currently [19]%), resulting in a total sum of [Total Amount including VAT] Euros, shall be paid by the Sublessee in advance on or before the third (3rd) Business Day of each calendar month, free of bank charges, to the following bank account designated by the Sublessor:
   • Account Holder: [Account Holder Name]
   • IBAN: [IBAN]
   • BIC/SWIFT: [BIC/SWIFT]
   • Bank Name: [Bank Name]
4. Operating Costs Reconciliation: The Sublessor shall provide an annual Operating Costs statement to the Sublessee within a reasonable timeframe following receipt of the corresponding statement from the Primary Landlord. Any resulting balance shall be paid or refunded within thirty (30) calendar days of statement receipt.

Clause 3.4: Security Deposit

1. The Sublessee shall provide a Security Deposit in the amount of [Amount in Figures] Euros ([Amount in Words] EUR), equivalent to [Number] months' Base Rent, prior to the handover of the Subleased Premises and no later than [Deposit Due Date].
2. The Security Deposit may be provided via a cash deposit into a segregated account or via an unconditional, irrevocable, first-demand bank guarantee (selbstschuldnerische, unbedingte Bürgereleistungsgarantie) issued by a first-class German bank.
3. The Sublessor shall invest the cash Security Deposit in accordance with Section 551 para. 3 BGB (where applicable). The Security Deposit shall be returned to the Sublessee, minus any lawful deductions for damages, arrears, or outstanding claims, within a reasonable period following the expiration or termination of this Agreement and the complete surrender of the Subleased Premises.

Clause 3.5: Use of Premises and Condition

1. The Sublessee shall use the Subleased Premises exclusively for [Permitted Use, e.g., commercial office purposes / residential living] and for no other purpose without the prior written consent of the Sublessor and the Primary Landlord.
2. The Sublessee acknowledges that it has inspected the Subleased Premises and accepts the same in its current "as-is" condition (wie besichtigt), subject to the handover protocol (Übergabeprotokoll) to be executed upon the Commencement Date.

Clause 3.6: Maintenance, Repairs, and Alterations

1. The Sublessee shall, at its own expense, maintain the interior of the Subleased Premises in a clean, safe, and good condition, and shall perform minor repairs (Kleinreparaturen / Bagatellschäden) up to an individual cost limit of [Amount, e.g., 150.00] Euros and an annual aggregate limit of [Amount, e.g., 500.00] Euros, pursuant to standard German leasing practices.
2. The Sublessee shall not make any structural alterations, installations, or modifications to the Subleased Premises or the Master Premises without the prior written consent of the Sublessor and the Primary Landlord.

Clause 3.7: Sublessor Representations and Master Lease Compliance

1. The Sublessor represents and warrants that it holds a valid leasehold interest in the Master Premises and that the Master Lease is in full force and effect.
2. The Sublessee expressly agrees to observe, perform, and comply with all applicable terms, covenants, and restrictions of the Master Lease (attached hereto as Exhibit C, with confidential commercial terms redacted) to the extent they apply to the Subleased Premises, as if the Sublessee were the primary tenant thereunder.
3. The Sublessee shall not commit any act or omission that would constitute a default under the Master Lease.

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4. Default, Termination, and Remedies

Clause 4.1: Ordinary Termination

1. Ordinary termination of this Agreement shall be governed by the statutory provisions of the BGB, unless otherwise explicitly modified herein.
2. Any notice of termination must be executed in written form (Schriftform, Section 126 BGB) and delivered in accordance with the formal notice requirements of this Agreement.

Clause 4.2: Extraordinary Termination for Cause (Fristlose Kündigung aus wichtigem Grund)

1. Either Party may terminate this Agreement with immediate effect for cause (wichtiger Grund) pursuant to Sections 543 and 569 BGB.
2. Without limiting the generality of the foregoing, a "wichtiger Grund" shall include:
   • The failure of the Sublessee to pay Base Rent or Operating Costs amounting to two consecutive rental periods, or an amount exceeding two months' rent over a longer period, pursuant to Section 543 para. 2 no. 3 BGB.
   • The unauthorized subleasing or assignment of the Subleased Premises by the Sublessee to a third party.
   • The termination of the Master Lease by the Primary Landlord for reasons attributable to the Sublessor or through no fault of the Sublessor, provided that the Sublessor has diligently defended its rights.
   • Severe and repeated breaches of house rules, public peace, or damage to the fabric of the building, following an unsuccessful written warning.

Clause 4.3: Notice Cure Periods

1. In the event of a contractual breach that does not constitute an immediate statutory ground for extraordinary termination, the non-defaulting Party shall issue a formal written notice to cure to the defaulting Party.
2. The defaulting Party shall rectify the specified breach within a mandatory cure period of thirty (30) Business Days from the date of receipt of such notice, unless a shorter period is prescribed by mandatory statutory law.

Clause 4.4: Remedies Upon Default

Upon the occurrence of an uncured default or upon termination of this Agreement, the Sublessor reserves all legal and equitable remedies under German law, including claims for damages for loss of rent (Schadensersatz wegen Nichterfüllung), eviction actions (Erhlagungsklagen), and immediate retention of the Security Deposit.

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5. Boilerplate Legal Provisions

Clause 5.1: Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, in whole or in part, under the laws of Germany, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions. Section 139 BGB (partial nullity) is hereby expressly excluded.

Clause 5.2: Entire Agreement

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, representations, and agreements, whether oral or written. No amendment, modification, or supplement to this Agreement shall be valid unless executed in writing (Schriftform) by duly authorized representatives of both Parties.

Clause 5.3: Force Majeure

Neither Party shall be held liable for any delay or failure in performance under this Agreement (excluding payment obligations for rent accrued prior to the event) if such delay or failure arises from an unforeseeable, unavoidable event beyond the reasonable control of the affected Party, including acts of God, war, acts of terrorism, civil unrest, labor strikes, pandemics, or governmental decrees (each a "Force Majeure Event"). The affected Party shall promptly notify the other Party in writing upon the occurrence of a Force Majeure Event.

Clause 5.4: Governing Law

This Agreement, and any contractual or non-contractual obligations arising out of or in connection with it, shall be governed by, construed, and enforced in accordance with the substantive laws of the Federal Republic of Germany, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Clause 5.5: Dispute Resolution and Jurisdiction

1. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, breach, termination, or validity, the Parties shall attempt in good faith to resolve such dispute through executive negotiation for a period of thirty (30) calendar days.
2. If the dispute is not resolved through negotiation, exclusive jurisdiction for all disputes arising out of or in connection with this Agreement shall be vested in the competent courts located in [City, e.g., Frankfurt am Main], Germany, to the extent permitted by mandatory statutory venue rules (such as Section 29a Code of Civil Procedure (Zivilprozessordnung - ZPO) for residential premises).

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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 signatories, having read and understood all terms and conditions contained herein.

Sublessor:

Entity Name: [Sublessor Legal Name]

By: ___________________________________________
Name: [Signatory Name]
Title: [Signatory Title, e.g., Managing Director / Geschäftsführer]
Date: [Date]

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Sublessee:

Entity Name: [Sublessee Legal Name]

By: ___________________________________________
Name: [Signatory Name]
Title: [Signatory Title, e.g., Managing Director / Geschäftsführer]
Date: [Date]

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Exhibits Index:

• Exhibit A: Written Consent of the Primary Landlord (Zustimmungserklärung des Hauptvermieters)
• Exhibit B: Floor Plan and Designation of Subleased Premises (Grundriss und Mietflächenbezeichnung)
• Exhibit C: Redacted Master Lease Agreement (Hauptmietvertrag - geschwärzt)