Sublease Agreement Template Netherlands

COMMERCIAL SUBLEASE AGREEMENT

Document ID: NL-SUB-202X-V1.1
Effective Date: [Effective Date]
Version: 1.1
Governing Jurisdiction: The Netherlands (Dutch Law)

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

Disclaimer: This document is an institutional-grade template designed for commercial subleasing within the Netherlands. Dutch real estate law distinguishes heavily between independent commercial space (Article 7:230a of the Dutch Civil Code - Burgerlijk Wetboek) and residential living space, imposing strict mandatory statutory protections (huurbescherming) for the latter. Parties must ensure that the Underlying Lease permits subleasing and that the appropriate legal regime is applied. This template does not constitute formal legal counsel; parties are strongly advised to retain qualified Dutch legal counsel (advocaat) prior to execution.

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2. PARTIES & RECITALS

THIS COMMERCIAL SUBLEASE AGREEMENT (the "Sublease") is entered into as of [Effective Date] (the "Effective Date"), by and between:

1. [Sublessor Full Legal Name], a [Legal Entity Type, e.g., private company with limited liability (B.V.)], duly organized and existing under the laws of the Netherlands, having its registered office at [Principal Address of Sublessor, Netherlands], registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under KvK number [KvK Number], represented herein by [Authorized Signatory Name], acting in the capacity of [Title] (hereinafter referred to as the "Sublessor"); and

2. [Sublessee Full Legal Name], a [Legal Entity Type, e.g., private company with limited liability (B.V.)], duly organized and existing under the laws of the Netherlands, having its registered office at [Principal Address of Sublessee, Netherlands], registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under KvK number [KvK Number], represented herein by [Authorized Signatory Name], acting in the capacity of [Title] (hereinafter referred to as the "Sublessee").

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

RECITALS:

WHEREAS, the Sublessor is the lawful tenant of certain commercial real property located at [Full Street Address, Postal Code, City, Netherlands] (the "Master Premises") pursuant to a certain primary lease agreement dated [Date of Master Lease] (the "Master Lease") entered into between [Master Landlord Full Legal Name] (the "Master Landlord") and the Sublessor;

WHEREAS, a true, redacted copy of the Master Lease has been provided to the Sublessee, and the Sublessee acknowledges that its rights hereunder are strictly subordinate to the terms of the Master Lease;

WHEREAS, the Sublessor desires to sublease to the Sublessee, and the Sublessee desires to sublease from the Sublessor, a portion of the Master Premises consisting of approximately [Number] square meters of floor area, located on the [Floor Number] floor, together with the right to use common areas designated for such use, as more particularly described in Schedule A attached hereto (the "Subleased Premises"); and

WHEREAS, the Sublessor has obtained the necessary written consent from the Master Landlord to enter into this Sublease, a copy of which is attached hereto as Schedule B (or such consent is a condition precedent as set forth herein);

NOW, THEREFORE, in consideration of the mutual covenants, obligations, and conditions 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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3. OPERATIVE CLAUSES & LEGAL TERMS

Section 1: Grant of Sublease & Premises

1.1 Demise: Subject to the terms and conditions of this Sublease and the Master Lease, the Sublessor hereby subleases to the Sublessee, and the Sublessee hereby takes from the Sublessor, the Subleased Premises. 1.2 Condition: The Sublessee accepts the Subleased Premises in its current "as-is" state (as is, where is) as of the Commencement Date. The Sublessee acknowledges that the Sublessor makes no representations or warranties, express or implied, regarding the physical condition of the Subleased Premises or its suitability for the Sublessee's intended commercial use, except as explicitly set forth herein. 1.3 Subordination to Master Lease: This Sublease is expressly subject and subordinate at all times to the Master Lease and all covenants, conditions, restrictions, and rights contained therein. If the Master Lease terminates for any reason whatsoever, this Sublease shall automatically terminate simultaneously therewith, without any liability on the part of the Sublessor or Master Landlord to the Sublessee, except for any pre-existing breaches.

Section 2: Term

2.1 Commencement Date: The term of this Sublease shall commence on [Start Date] (the "Commencement Date") and, unless sooner terminated in accordance with the provisions of this Sublease or the Master Lease, shall expire on [End Date] (the "Term"). 2.2 Holding Over: If the Sublessee remains in possession of the Subleased Premises after the expiration or termination of this Sublease without the express written consent of the Sublessor and Master Landlord, the Sublessee shall be deemed a tenant at sufferance and shall pay to the Sublessor an occupation indemnity (gebruiksvergoeding) equal to 200% of the Base Rent payable immediately prior to such expiration or termination, calculated on a daily basis, without prejudice to the Sublessor’s right to claim damages for unlawful occupation.

Section 3: Rent, Service Charges, and Payment Terms

3.1 Base Rent: Throughout the Term, the Sublessee shall pay to the Sublessor as base rent the sum of [Amount in EUR] EUR per annum (the "Base Rent"), exclusive of turnover tax (BTW), payable in equal monthly installments of [Monthly Amount in EUR] EUR in advance on or before the first (1st) day of each calendar month. 3.2 Service Charges & Utilities: In addition to the Base Rent, the Sublessee shall pay to the Sublessor a monthly advance payment of [Service Charge Amount in EUR] EUR (exclusive of BTW) for utilities, property management services, maintenance of common areas, and heating, ventilation, and air conditioning (HVAC) supplied to the Subleased Premises, as itemized in Schedule C (the "Service Charges"). A final annual reconciliation of actual costs versus advance payments shall be conducted by the Sublessor within six (6) months following the end of each calendar year. 3.3 Turnover Tax (BTW): All amounts stated herein are exclusive of Dutch Turnover Tax (Omzetbelasting / BTW). The Sublessee warrants that it operates a business that qualifies for at least a 90% VAT-taxed performance threshold under Article 11, paragraph 1, item b, sub 5 of the Dutch Turnover Tax Act 1968 (Wet op de omzetbelasting 1968), and that it shall jointly opt with the Sublessor for taxed rental. If this option is revoked or found invalid through no fault of the Sublessor, the Base Rent shall be increased by an amount equivalent to the applicable BTW rate without right of recovery. 3.4 Invoicing & Payment Method: The Sublessor shall issue a formal electronic invoice to the Sublessee no later than five (5) business days prior to the due date. All payments shall be made in Euros (EUR) by wire transfer to the designated bank account of the Sublessor:

• Bank Name: [Bank Name]
• IBAN: [IBAN Number]
• BIC/SWIFT: [BIC/SWIFT Code] 3.5 Late Payment & Interest: Time is of the essence regarding all payment obligations. If the Sublessee fails to pay any sum due under this Sublease on the due date, the Sublessee shall automatically be in default (verzuim) without the requirement of a notice of default (ingebrekestelling). The overdue amount shall accrue statutory commercial interest (wettelijke handelsrente) pursuant to Article 6:119a of the Dutch Civil Code, compounded monthly, alongside a flat-rate administrative recovery fee of €40.00 pursuant to the Dutch Decree on Compensation for Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten).

Section 4: Security Deposit

4.1 Deposit Amount: Upon execution of this Sublease, the Sublessee shall deposit with the Sublessor the sum of [Deposit Amount in EUR] EUR (the "Security Deposit") as security for the faithful performance of all terms, covenants, and conditions of this Sublease. 4.2 Form of Deposit: The Security Deposit shall be paid via wire transfer or, subject to the Sublessor’s prior written approval, provided in the form of an unconditional, first-demand bank guarantee (bankgarantie) issued by a reputable Dutch financial institution. No interest shall accrue or be payable to the Sublessee on cash security deposits. 4.3 Drawdown and Replenishment: If the Sublessee defaults in the full and timely performance of any provision of this Sublease, the Sublessor may, without prejudice to any other remedy, draw upon, use, apply, or retain the whole or any part of the Security Deposit to cure such default, cover unpaid rent, repair damages, or compensate for losses. If the Sublessor draws upon the Security Deposit, the Sublessee shall restore the deposit to its original full amount within ten (10) business days following written demand. 4.4 Return of Deposit: The Security Deposit (or remainder thereof) shall be returned to the Sublessee without interest within thirty (30) days following the expiration or termination of this Sublease, provided that the Subleased Premises have been vacated, inspected, and returned to the Sublessor in compliance with Section 9.

Section 5: Permitted Use & Compliance with Laws

5.1 Permitted Use: The Sublessee shall use and occupy the Subleased Premises exclusively for general administrative office purposes and commercial operations associated with [Specify Business Type, e.g., software development and corporate management] and for no other purpose whatsoever, without the prior written consent of the Sublessor and the Master Landlord. 5.2 Regulatory Compliance: The Sublessee shall, at its sole cost and expense, strictly comply with all applicable local, regional, and national laws, regulations, zoning ordinances, environmental statutes, fire safety codes, and building guidelines of the Netherlands, including any municipal permits (omgevingsvergunning) required for its specific business operations within the Subleased Premises. 5.3 Nuisance and Restrictions: The Sublessee shall not cause or permit any nuisance, unreasonable noise, vibration, foul odor, or interference with the peaceful enjoyment of other occupants of the Master Premises or neighboring properties.

Section 6: Maintenance, Repairs, and Alterations

6.1 Sublessor Obligations: The Sublessor shall maintain the structural elements of the Master Premises, roof, foundations, and core building installations in accordance with its obligations under the Master Lease, provided such maintenance is not necessitated by the acts, omissions, or negligence of the Sublessee. 6.2 Sublessee Maintenance Obligations: The Sublessee shall, at its sole expense, maintain the interior of the Subleased Premises in a clean, safe, and sanitary condition, carrying out minor day-to-day maintenance (kleine herstellingen pursuant to Dutch Decree on Minor Repairs - Besluit kleine herstellingen) and replacing any interior light fixtures, floor coverings, and interior glass damaged during the Term. 6.3 Alterations: The Sublessee shall not make any structural alterations, additions, or improvements to the Subleased Premises without the prior written consent of the Sublessor and the Master Landlord. Any non-structural alterations approved and installed by the Sublessee shall become the property of the Master Landlord upon expiration of the Sublease, unless the Sublessor or Master Landlord requires their removal at the Sublessee's sole expense prior to vacating.

Section 7: Insurance and Indemnification

7.1 Sublessee Insurance: The Sublessee shall, at its own expense, maintain comprehensive commercial general liability insurance (bedrijfsaansprakelijkheidsverzekering - AVB) with a minimum coverage limit of [Amount in EUR, e.g., 2,500,000] EUR per occurrence, property damage insurance covering all trade fixtures, furniture, and equipment located within the Subleased Premises, and plate glass insurance. The Sublessor and Master Landlord shall be named as additional insureds. 7.2 Mutual Indemnification: The Sublessee shall defend, indemnify, and hold harmless the Sublessor, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach by the Sublessee of this Sublease; (b) any negligence or willful misconduct of the Sublessee, its employees, invitees, or contractors; or (c) any injury or property damage occurring within the Subleased Premises, except to the extent caused by the gross negligence or willful misconduct of the Sublessor.

Section 8: Termination & Default

8.1 Events of Default: Each of the following events shall constitute an immediate "Event of Default" by the Sublessee:

• (a) Failure to pay Base Rent, Service Charges, or any other sum within ten (10) calendar days after its due date;
• (b) Breach of any non-monetary covenant, condition, or obligation under this Sublease, which breach remains uncured for fifteen (15) calendar days following written notice from the Sublessor;
• (c) The filing of a petition in bankruptcy by or against the Sublessee, the filing of an application for suspension of payments (surseance van betaling), or the declaration of bankruptcy (faillissement) under Dutch insolvency laws; or
• (d) The attachment, execution, or seizure of the Sublessee’s assets at the Subleased Premises. 8.2 Remedies upon Default: Upon the occurrence of an Event of Default, the Sublessor may, without prejudice to any other rights or remedies provided under Dutch law, exercise any of the following remedies:
• (a) Terminate this Sublease with immediate effect via registered mail or bailiff's notification (deurwaardersexploot);
• (b) Re-enter and take possession of the Subleased Premises, removing all persons and property therefrom;
• (c) Accelerate all remaining rental payments due for the remainder of the Term; and
• (d) Pursue judicial enforcement and damages.

Section 9: Surrender of Premises

9.1 Delivery of Possession: Upon the expiration or earlier termination of this Sublease, the Sublessee shall peacefully vacate and surrender the Subleased Premises to the Sublessor in the same clean, operational condition as received, ordinary wear and tear excepted. 9.2 Removal of Property: The Sublessee shall remove all of its personal property, trade fixtures, IT equipment, and signage prior to the expiration date. Any property left behind shall be deemed abandoned and may be disposed of by the Sublessor at the Sublessee's sole expense. A joint check-in/check-out inspection protocol (opnamestaat) shall be executed by both Parties upon vacation.

Section 10: Confidentiality

10.1 Scope: The Parties agree that all financial terms of this Sublease, business records, and operational information exchanged hereunder shall be deemed confidential information. Neither Party shall disclose such information to any third party without the prior written consent of the other Party, except as required by applicable mandatory law or regulatory authorities.

Section 11: Governing Law and Dispute Resolution

11.1 Governing Law: This Sublease, and any non-contractual obligations arising out of or in connection with it, shall be governed exclusively by, and construed in accordance with, the laws of the Netherlands, without regard to its conflict of laws principles. 11.2 Jurisdiction: Any dispute, controversy, or claim arising out of or relating to this Sublease, including its conclusion, binding effect, amendment, or termination, shall be submitted to the exclusive jurisdiction of the competent court (Rechtbank) in the district where the Subleased Premises are located, with preliminary relief proceedings (kort geding) remaining available before the President of the District Court.

Section 12: Miscellaneous Provisions

12.1 Entire Agreement: This Sublease, together with Schedules A, B, and C, constitutes the entire agreement between the Sublessor and Sublessee with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written. 12.2 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, and the remaining provisions shall remain in full force and effect. 12.3 Amendments & Waivers: No modification, amendment, or waiver of any provision of this Sublease shall be effective unless executed in writing and signed by authorized representatives of both Parties. 12.4 Notices: All notices, demands, or requests required under this Sublease shall be in writing and delivered personally, sent by registered mail (aangetekende brief), or transmitted via confirmed electronic mail to the official addresses set forth in the preamble of this Sublease. 12.5 Counterparts: This Sublease may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution via certified digital signature platforms (e.g., DocuSign, Adobe Sign) shall have full legal validity under eIDAS regulations.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

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

FOR [SUBLESSOR FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Managing Director / Director]
Company: [Sublessor Full Legal Name]
Date: [Date]

FOR [SUBLESSEE FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Managing Director / Director]
Company: [Sublessee Full Legal Name]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Open this document template in Microsoft Word or Google Docs. Locate all bracketed placeholders (e.g., [Company Full Legal Name], [Amount in EUR]) and replace them with accurate, verified data corresponding to the transaction.
2. Master Lease Verification: Prior to signing, obtain and review the original Master Lease to confirm that subleasing is explicitly permitted or that written consent from the Master Landlord has been secured (to be appended as Schedule B).
3. Chamber of Commerce Check: Verify the corporate authority of each signatory by checking recent Dutch Chamber of Commerce (Kamer van Koophandel - KvK) extracts to ensure the signing individuals possess sole or joint statutory representation authority (zelfstandig bevoegd or gezamenlijk bevoegd).
4. Digital Execution (eIDAS Compliance): Execute the finalized document using an enterprise-grade digital signature provider compliant with EU eIDAS regulations (such as DocuSign or Adobe Sign) to guarantee cryptographic integrity and non-repudiation.
5. Record Retention: Store the fully executed PDF/A file, alongside accompanying KvK extracts, Master Landlord consent, and proof of payment of the Security Deposit, in a secure corporate contract repository for a mandatory statutory retention period of at least seven (7) years under Dutch fiscal compliance rules.