Sublease Agreement Template Quebec

SUBLEASE AGREEMENT TEMPLATE QUEBEC

1. DOCUMENT PREAMBLE & RECITALS

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

THE SUBLESSOR: [Sublessor Entity Name], a [Legal Structure, e.g., corporation / partnership] duly incorporated under the laws of [Jurisdiction], having its principal place of business at [Sublessor Address] (hereinafter referred to as the "Sublessor"),

AND

THE SUBLESSEE: [Sublessee Entity Name], a [Legal Structure, e.g., corporation / partnership] duly incorporated under the laws of [Jurisdiction], having its principal place of business at [Sublessee Address] (hereinafter referred to as the "Sublessee").

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

RECITALS

WHEREAS the Sublessor is the tenant under a certain master lease agreement dated [Date of Master Lease] (the "Master Lease") entered into with [Landlord Entity Name] (the "Master Landlord"), pursuant to which the Sublessor leases certain commercial/residential premises located at [Street Address, Suite Number, City, Province], postal code [Postal Code] (the "Building");

WHEREAS the Master Lease covers the premises more particularly described in the Master Lease (the "Master Premises");

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 feet, legally and physically described as [Detailed description of the subleased space, e.g., entire 4th floor or Suite 400] (the "Subleased Premises");

WHEREAS this Sublease Agreement is strictly subject and subordinate to all terms, covenants, and conditions of the Master Lease, and requires the written consent of the Master Landlord pursuant to the Civil Code of Québec (CCQ);

NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and 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 set forth below:

1. "Additional Rent" means all sums of money, other than Base Rent, payable by the Sublessee pursuant to this Agreement, including its proportionate share of operating costs, utilities, property taxes, and other pass-through charges assessed under the Master Lease.
2. "Base Rent" means the fixed monthly or annual monetary consideration paid by the Sublessee to the Sublessor for the exclusive use and occupation of the Subleased Premises, excluding all Additional Rent and applicable taxes.
3. "Civil Code" or "CCQ" means the Civil Code of Québec, S.Q. 1991, c. 64, as amended from time to time.
4. "Commencement Date" means [Date Sublease Commences], subject to Section 3.2.
5. "Expiration Date" means [Date Sublease Expires], unless terminated earlier in accordance with the provisions of this Agreement or the Master Lease.
6. "Force Majeure Event" means any act of God, strike, lockout, labor dispute, war, terrorism, riot, epidemic, pandemic, governmental regulation, fire, flood, or other catastrophe beyond the reasonable control of the affected Party.
7. "Master Landlord Consent" means the written authorization executed by the Master Landlord approving this Sublease pursuant to Article 1870 of the Civil Code of Québec.
8. "Master Lease" means the primary lease agreement executed between the Master Landlord and the Sublessor dated [Date], including all amendments, renewals, and schedules thereto.
9. "Master Premises" means the entire premises demised to the Sublessor under the Master Lease.
10. "Subleased Premises" means that specific, delineated portion of the Master Premises subleased to the Sublessee hereunder, as more fully described in the Recitals.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

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 the terms, covenants, conditions, and provisos contained herein and in the Master Lease.

3.2 Term

The term of this Sublease shall commence on the Commencement Date and shall expire on the Expiration Date, unless terminated earlier in accordance with this Agreement. The Sublessee acknowledges that this Sublease is coterminous with or lesser than the term of the Master Lease and shall automatically expire upon the termination of the Master Lease for any reason.

3.3 Rent and Payment Terms

1. Base Rent: The Sublessee shall pay to the Sublessor as Base Rent the sum of [Dollar Amount] per [month/year], payable in equal consecutive monthly installments on or before the first (1st) day of each calendar month during the term.
2. Additional Rent: The Sublessee shall pay as Additional Rent its proportionate share ([Percentage]%) of all operating expenses, utility charges, and municipal or school taxes levied against the Master Premises that are passed through to the Sublessor under the Master Lease.
3. Applicable Taxes: All rent and other sums payable under this Agreement are exclusive of the Goods and Services Tax (GST), the Quebec Sales Tax (QST), and any other applicable consumption taxes, which shall be paid concurrently by the Sublessee to the Sublessor.
4. Late Charges: Any amount not paid when due shall bear interest at the rate of [Percentage, e.g., 18%] per annum, calculated daily and compounded monthly, from the due date until paid in full, without prejudice to any other remedies available to the Sublessor.

3.4 Security Deposit

Upon execution of this Agreement, the Sublessee shall deposit with the Sublessor the sum of [Dollar Amount] as a security deposit (the "Security Deposit"). The Security Deposit shall be held by the Sublessor as security for the faithful performance by the Sublessee of all provisions of this Agreement. The Security Deposit shall not bear interest and may be applied against any default by the Sublessee, without prejudice to any other remedy.

3.5 Use of Subleased Premises

The Sublessee shall use and occupy the Subleased Premises exclusively for [Permitted Commercial/Business Use] and for no other purpose whatsoever, in strict compliance with all municipal bylaws, provincial statutes, federal laws, and the use restrictions set forth in the Master Lease.

3.6 Incorporation of Master Lease Terms

1. Except as otherwise expressly provided herein, the terms, conditions, rights, and obligations of the Master Lease are incorporated into this Sublease by reference.
2. Where terms of the Master Lease are incorporated herein, references to "Landlord" shall be construed as "Sublessor," references to "Tenant" shall be construed as "Sublessee," and references to "Premises" shall be construed as "Subleased Premises."
3. In the event of any direct conflict between the provisions of the Master Lease and this Sublease Agreement, the strict terms of this Sublease Agreement shall govern as between the Sublessor and the Sublessee, provided that nothing herein shall expand the rights of the Sublessee beyond those granted to the Sublessor under the Master Lease.

3.7 Condition of Premises and Maintenance

1. The Sublessee accepts the Subleased Premises in its "AS-IS, WHERE-IS" condition as of the Commencement Date.
2. The Sublessee shall maintain the interior of the Subleased Premises in a clean, safe, and sanitary condition, and shall perform all minor repairs necessitated by its operations. The Sublessee shall not make any structural alterations, renovations, or improvements to the Subleased Premises without the prior written consent of both the Sublessor and the Master Landlord.

3.8 Insurance and Indemnification

1. Insurance: The Sublessee shall, at its sole expense, maintain throughout the term comprehensive general liability insurance with a minimum limit of [Dollar Amount, e.g., $5,000,000] per occurrence, naming the Sublessor and the Master Landlord as additional insureds.
2. Indemnification: The Sublessee covenants to defend, indemnify, and hold harmless the Sublessor and the Master Landlord from and against any and all claims, actions, damages, liabilities, and expenses (including legal fees on a solicitor-client scale) arising out of or resulting from the Sublessee's use and occupation of the Subleased Premises, its negligence, or any breach of this Agreement.

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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" by the Sublessee under this Agreement:

1. Failure by the Sublessee to pay any installment of Base Rent, Additional Rent, or any other monetary sum within five (5) business days after the same becomes due;
2. Failure by the Sublessee to observe, perform, or comply with any other non-monetary covenant, term, or condition of this Agreement for a period of thirty (30) business days after written notice thereof is given by the Sublessor;
3. The filing of a petition in bankruptcy by or against the Sublessee, the making of an assignment for the benefit of creditors, the appointment of a receiver or trustee for all or substantially all of the Sublessee's assets, or the initiation of any winding-up or liquidation proceedings under the Bankruptcy and Insolvency Act or similar legislation;
4. The abandonment or vacation of the Subleased Premises by the Sublessee for a consecutive period exceeding fifteen (15) days.

4.2 Notice and Cure Periods

Except for monetary defaults (which shall be subject to the grace period specified in Section 4.1.1 without requirement of formal default notice), the Sublessor shall provide the Sublessee with written notice specifying the nature of any alleged default. The Sublessee shall have thirty (30) business days from the receipt of such notice to cure said default, failing which the Sublessor may exercise its legal remedies.

4.3 Sublessor's Remedies

Upon the occurrence of an Event of Default and the expiration of any applicable cure period, the Sublessor may, at its sole discretion and without limiting any other rights or remedies available at law or in equity under the Civil Code of Québec:

1. Terminate this Sublease Agreement immediately upon written notice to the Sublessee, re-enter the Subleased Premises, and expel the Sublessee without being deemed guilty of any manner of trespass;
2. Sue for and recover all past due rent, accelerated rent for the remainder of the term (to the extent permitted by law), damages, and costs incurred in retaking possession;
3. Exercise the remedies of resiliation or specific performance pursuant to the provisions of the Civil Code of Québec.

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5. BOILERPLATE LEGAL PROVISIONS

5.1 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed herefrom, and the remaining provisions shall remain in full force and effect, provided that such severance does not fundamentally alter the economic or legal substance of the bargain struck by the Parties.

5.2 Entire Agreement

This Agreement, together with the Master Lease (as incorporated herein) and any schedules explicitly attached hereto, constitutes the entire agreement between the Sublessor and the Sublessee pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, and representations, whether oral or written.

5.3 Force Majeure

Neither Party shall be held liable or deemed in default for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by a Force Majeure Event, provided that the affected Party gives prompt written notice to the other Party. Financial hardship or inability to pay shall under no circumstances constitute a Force Majeure Event.

5.4 Governing Law and Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws in force in the Province of Québec and the federal laws of Canada applicable therein. Each Party irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction sitting in the judicial district of [Judicial District, e.g., Montréal], Province of Québec.

5.5 Language Clause

The Parties acknowledge that they have expressly required that this Agreement and all related documents be drafted in the English language. Les parties reconnaissent avoir expressément exigé que la présente convention ainsi que tous les documents y rattachés soient rédigés en langue anglaise.

5.6 Condition Precedent (Master Landlord Consent)

This Agreement is expressly conditioned upon and subject to the receipt of the written consent of the Master Landlord pursuant to Article 1870 of the Civil Code of Québec. If such consent is not obtained within [Number] days of the execution of this Agreement, either Party may terminate this Agreement by written notice, whereupon all security deposits shall be refunded in full to the Sublessee without deduction.

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6. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have executed this Sublease Agreement under seal through their duly authorized officers and representatives, effective as of the Effective Date first written above.

SUBLESSOR:

[Sublessor Entity Name]

Per: _____________________________________
Name: [Signatory Name]
Title: [Signatory Title, e.g., President / Director]
Date: ____________________________________
I have the authority to bind the corporation.

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SUBLESSEE:

[Sublessee Entity Name]

Per: _____________________________________
Name: [Signatory Name]
Title: [Signatory Title, e.g., President / Director]
Date: ____________________________________
I have the authority to bind the corporation.

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ACKNOWLEDged AND CONSENTED TO BY MASTER LANDLORD:

[Master Landlord Entity Name]

Per: _____________________________________
Name: [Signatory Name]
Title: [Signatory Title]
Date: ____________________________________
I have the authority to bind the corporation.