Sublease Agreement Template Philippines

SUBLEASE AGREEMENT TEMPLATE

1. DOCUMENT PREAMBLE & RECITALS

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

THE SUBLESSOR: [Sublessor's Full Legal Name / Corporation Name], with principal place of business at [Sublessor's Registered Address] (hereinafter referred to as the "Sublessor");

AND

THE SUBLESSEE: [Sublessee's Full Legal Name / Corporation Name], with principal place of business at [Sublessee's Registered Address] (hereinafter referred to as the "Sublessee").

(The Sublessor and the Sublessee shall hereinafter be collectively referred to as the "Parties", and individually as a "Party".)

RECITALS

WHEREAS: A. The Republic of the Philippines is the governing jurisdiction for the real property subject to this Sublease; B. By virtue of that certain Master Lease Agreement dated [Date of Master Lease], annexed hereto as Exhibit A (the "Master Lease"), [Name of Original Landlord/Master Lessor] (the "Master Lessor") leased unto the Sublessor certain real property located at [Complete Physical Address of the Leased Premises in the Philippines] (the "Master Premises"); C. The Sublessor desires to sublease to the Sublessee, and the Sublessee desires to take and sublease from the Sublessor, a portion of the Master Premises, specifically [Description of specific floor, unit number, or square meters] (hereinafter referred to as the "Subleased Premises"); D. This Sublease is expressly subordinate and subject to all the terms, covenants, and conditions of the Master Lease, and requires the prior written consent of the Master Lessor unless otherwise expressly waived herein;

NOW, THEREFORE, for and in consideration of the mutual covenants, terms, and conditions contained herein, and 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 Sublease, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

1. "Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in [City/Municipality, Philippines] are authorized or required by law to remain closed.
2. "Default" means any breach, violation, or non-fulfillment of any covenant, term, condition, or obligation under this Sublease.
3. "Master Lease" means the primary lease contract executed between the Master Lessor and the Sublessor, dated [Date], including any amendments, renewals, or extensions thereof.
4. "Master Lessor" means [Name of Master Lessor], the fee simple owner or primary lessee of the real property from whom the Sublessor derives its leasehold interest.
5. "Philippine Peso" or "PHP" means the lawful currency of the Republic of the Philippines.
6. "Security Deposit" means the cash sum deposited by the Sublessee with the Sublessor pursuant to Section 3.2 to secure the faithful performance of the Sublessee's obligations hereunder.
7. "Sublease Term" means the fixed duration of this Sublease as defined in Section 3.1, including any duly executed renewals or extensions.
8. "Subleased Premises" means that specific portion of the Master Premises measuring approximately [Number] square meters, located at [Floor/Unit/Building Name], intended exclusively for [Permitted Commercial/Residential Use].
9. "Utilities" means all services consumed within the Subleased Premises, including but not limited to electricity, water, telecommunications, internet, and air conditioning charges.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Term

The term of this Sublease shall commence on [Start Date] (the "Commencement Date") and shall expire on [Expiration Date] (the "Termination Date"), unless sooner terminated or extended in accordance with the provisions of this Sublease. There is no right of automatic renewal; any holding over shall be strictly governed by Section 3.6.

3.2 Rent and Security Deposit

1. Base Rent: The Sublessee shall pay to the Sublessor, without need of prior demand, notice, or set-off, a monthly Base Rent in the amount of Philippine Pesos [Spelled out amount] (PHP [Numeric Amount]), exclusive of Value-Added Tax (VAT) and withholding taxes, payable on or before the [Day] day of each calendar month.
2. Security Deposit: Upon the execution of this Sublease, the Sublessee shall deposit with the Sublessor the sum of Philippine Pesos [Spelled out amount] (PHP [Numeric Amount]), equivalent to [Number] months' rent, as a Security Deposit. The Security Deposit shall be held by the Sublessor without interest as security for the faithful performance by the Sublessee of all terms, covenants, and conditions of this Sublease.
3. Withholding Tax: If applicable under Philippine law, the Sublessee shall withhold the required creditable withholding tax from its rental payments, remit the same to the Bureau of Internal Revenue (BIR), and provide the Sublessor with the official BIR Certificate of Creditable Tax Withheld at Source (Form 2307) within the statutory period.

3.3 Utilities and Association Dues

1. Unless otherwise agreed in writing, the Sublessee shall be solely responsible for and shall pay directly to the utility providers or reimburse the Sublessor for all Utilities consumed within the Subleased Premises based on sub-meter readings or proportional allocation.
2. Condominium association dues, building administration fees, and common use service areas (CUSA) charges amounting to PHP [Numeric Amount] per month shall be paid by the [Sublessee / Sublessor] concurrently with the monthly Base Rent.

3.4 Use of Subleased Premises

The Subleased Premises shall be used exclusively for [Specify precise permitted use, e.g., corporate office operations / back-office support] and for no other purpose whatsoever. The Sublessee shall not use, store, or permit the use or storage of any hazardous, toxic, flammable, or explosive materials within the Subleased Premises, and shall strictly comply with all local ordinances, national laws, fire codes, and building administration rules of the Republic of the Philippines.

3.5 Maintenance, Repairs, and Alterations

1. The Sublessee acknowledges that it has inspected the Subleased Premises and accepts the same in its current physical condition ("as-is").
2. The Sublessee shall, at its own sole expense, keep the interior of the Subleased Premises in a clean, sanitary, and tenantable condition.
3. The Sublessee shall not make any structural alterations, additions, or improvements to the Subleased Premises without the prior written consent of both the Sublessor and the Master Lessor. All non-trade fixtures and permanent improvements affixed to the Subleased Premises shall become the property of the Master Lessor upon the termination of this Sublease, without obligation of reimbursement.

3.6 Subordination and Flow-Through of Master Lease Terms

1. This Sublease is expressly subordinate to the Master Lease. The Sublessee hereby acknowledges receipt of a redacted copy of the Master Lease and agrees to observe, perform, and be bound by all applicable terms, covenants, and conditions of the Master Lease as if the Sublessee were the tenant thereunder.
2. If the Master Lease terminates for any reason whatsoever, this Sublease shall automatically terminate concurrently therewith, and the Sublessor shall have no liability to the Sublessee arising from such termination, provided that such termination is not a direct result of the Sublessor's willful breach of the Master Lease.

3.7 Representations and Warranties

The Parties represent and warrant that:

1. They possess full legal capacity and corporate authority to execute, deliver, and perform their respective obligations under this Sublease.
2. The execution of this Sublease does not violate any existing contract, court order, or statutory provision to which they are bound under the laws of the Republic of the Philippines.

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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 "Event of Default" under this Sublease:

1. Monetary Default: Failure of the Sublessee to pay Base Rent, Security Deposit, Utilities, or any other financial obligation within five (5) Business Days after the same becomes due;
2. Non-Monetary Default: Failure of the Sublessee to observe, keep, or perform any other provision, covenant, or condition of this Sublease for a period of thirty (30) Business Days after written notice thereof has been given by the Sublessor;
3. Insolvency: The filing of a petition in bankruptcy, reorganization, or insolvency against or by the Sublessee, or the appointment of a receiver or liquidator for all or substantially all of the Sublessee's assets under Philippine law (e.g., Financial Rehabilitation and Insolvency Act - FRIA).

4.2 Notice and Cure Periods

Except for monetary defaults which shall be subject to a strict five (5) Business Day cure period upon receipt of notice, the Sublessee shall have a period of thirty (30) Business Days from receipt of written notice from the Sublessor to cure any other curable non-monetary Event of Default.

4.3 Remedies upon Default

Upon the occurrence of an Event of Default and the expiration of the applicable cure period, the Sublessor may, at its sole option and without prejudice to any other right or remedy available under Philippine law, exercise any or all of the following legal recourses:

1. Termination: Declare this Sublease terminated by giving written notice of termination to the Sublessee, whereupon the Sublease Term shall immediately cease and desist;
2. Eviction and Repossession: Re-enter and take peaceful possession of the Subleased Premises, utilizing lawful self-help or judicial ejectment proceedings (accion publiciana or unlawful detainer) under Philippine Rules of Court, and eject the Sublessee and all persons claiming under it;
3. Forfeiture of Deposit: Forfeit the Security Deposit in partial or full satisfaction of unpaid rents, damages, or outstanding utility obligations, without prejudice to claiming further actual damages;
4. Damages: Recover all unpaid rents accrued up to the time of termination, plus liquidated damages equivalent to the remaining unexpired rental value of the Sublease Term, and reasonable attorney's fees of not less than twenty-five percent (25%) of the total amount due, plus costs of suit.

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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 or tribunal of competent jurisdiction under the laws of the Republic of the Philippines, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions of this Sublease shall remain in full force and effect.

5.2 Entire Agreement

This Sublease, including all attached Exhibits and the Master Lease incorporated by reference, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

5.3 Force Majeure

Neither Party shall be held liable for any delay or failure in performance of its non-monetary obligations under this Sublease if such delay or failure arises from an event of Force Majeure, including acts of God, natural disasters (typhoons, earthquakes, volcanic eruptions), acts of war, civil unrest, government restrictions, epidemics, or pandemics, which are beyond the reasonable control of the affected Party and could not have been prevented by the exercise of due diligence. Financial inability to pay, however, shall under no circumstances constitute an event of Force Majeure.

5.4 Governing Law and Jurisdiction

This Sublease shall be governed by, construed, and enforced in accordance with the substantive laws of the Republic of the Philippines.

5.5 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Sublease, including its formation, breach, termination, or invalidity, shall be settled in the first instance through good-faith executive negotiations. If the dispute remains unresolved within thirty (30) days from the initial written demand, the dispute shall be submitted to binding arbitration administered by the [Philippine Dispute Resolution Center, Inc. (PDRCI) / Construction Industry Arbitration Commission (CIAC)] in accordance with its rules, with the venue of arbitration strictly in [City, Philippines], and conducted in the English language. Notwithstanding the foregoing, the Sublessor retains the right to institute judicial proceedings for unlawful detainer or injunctive relief before the proper courts of [City/Municipality where the property is located].

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6. FORMAL EXECUTION BLOCK

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

SUBLESSOR:

[SUBLESSOR COMPANY NAME]

By:

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[Name of Signatory]
[Title / Designation]
Date: [Date]

SUBLESSEE:

[SUBLESSEE COMPANY NAME]

By:

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[Name of Signatory]
[Title / Designation]
Date: [Date]

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SIGNED IN THE PRESENCE OF:

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[Name of Witness 1]

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[Name of Witness 2]

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
[CITY/MUNICIPALITY OF]) S.S.

BEFORE ME, a Notary Public for and in [City/Municipality], personally appeared the following persons exhibiting to me their competent evidence of identity:

Known to me and to me known to be the same persons who executed the foregoing instrument consisting of [Number] pages, including this page where the Acknowledgment is written, and acknowledged to me that the same is their free and voluntary act and deed as well as that of the corporations they respectively represent.

WITNESS MY HAND AND SEAL this [Day] day of [Month], [Year] at [City], Philippines.

Doc. No. [______];
Page No. [______];
Book No. [______];
Series of [202X].

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NOTARY PUBLIC