Sublease Agreement Template Texas

SUBLEASE AGREEMENT TEMPLATE TEXAS

1. DOCUMENT PREAMBLE & RECITALS

THIS SUBLEASE AGREEMENT (hereinafter the "Sublease") is entered into and made effective as of this [Day] day of [Month], [Year] (hereinafter the "Effective Date"), by and between [Sublessor Name], with its principal place of business at [Sublessor Address] (hereinafter the "Sublessor"), and [Sublessee Name], with its principal place of business at [Sublessee Address] (hereinafter the "Sublessee").

RECITALS

WHEREAS, [Primary Landlord Name] (hereinafter the "Master Landlord") and Sublessor (as Tenant) entered into a certain master lease agreement dated [Master Lease Date] (hereinafter the "Master Lease"), attached hereto as Exhibit A, covering the real property located at [Property Street Address], Suite [Suite Number], City of [City], [County] County, Texas, [Zip Code] (hereinafter the "Premises"); and

WHEREAS, Sublessor desires to sublease to Sublessee, and Sublessee desires to sublease from Sublessor, the Premises, subject to the terms, covenants, and conditions hereinafter set forth; and

WHEREAS, this Sublease is expressly contingent upon the written consent of the Master Landlord, to be executed concurrently herewith or attached hereto as Exhibit B;

NOW, THEREFORE, for and in consideration of the mutual covenants, promises, and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows:

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2. OPERATIONAL DEFINITIONS

For purposes of this Sublease, the following terms shall have the meanings ascribed to them below:

1. "Base Rent" means the fixed monthly financial consideration payable by Sublessee to Sublessor for the use and occupancy of the Premises, as further defined in Section 3.1.
2. "Business Day" means any day other than a Saturday, Sunday, or a state or federal holiday observed in the State of Texas.
3. "Default" means the failure of a Party to perform, observe, or comply with any material covenant, agreement, obligation, or condition contained in this Sublease beyond any applicable notice and cure period.
4. "Master Lease" means that certain commercial lease agreement dated [Master Lease Date], by and between Master Landlord and Sublessor, governing the primary tenancy of the Premises.
5. "Master Landlord" means [Primary Landlord Name], the fee owner or primary lessee of the real property superior to Sublessor's leasehold interest.
6. "Permitted Use" means the exclusive commercial use of the Premises for [Describe Permitted Business Use, e.g., general corporate office operations] and for no other purpose without the prior written consent of Sublessor and Master Landlord.
7. "Premises" means that portion of the real property leased by Sublessor under the Master Lease, specifically consisting of approximately [Number] rentable square feet located at [Property Street Address], Suite [Suite Number], [County] County, Texas.
8. "Security Deposit" means the financial sum deposited by Sublessee with Sublessor pursuant to Section 3.3 to secure the faithful performance of Sublessee's obligations hereunder.
9. "Term" means the fixed duration of this Sublease, commencing on [Sublease Start Date] and expiring on [Sublease End Date], unless sooner terminated in accordance with the provisions hereof or the Master Lease.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

3.1 Demise, Term, and Rent

1. Demise: Sublessor hereby subleases to Sublessee, and Sublessee hereby takes from Sublessor, the Premises, subject to all the terms, covenants, and conditions of this Sublease and the Master Lease.
2. Term: The Term of this Sublease shall commence on [Sublease Start Date] (the "Commencement Date") and shall terminate unconditionally on [Sublease End Date] (the "Expiration Date"), unless terminated earlier pursuant to law or the provisions of this Sublease.
3. Base Rent: Sublessee shall pay to Sublessor as Base Rent the sum of [Written Dollar Amount] ($[Numeric Amount]) per calendar month, payable in advance on or before the first (1st) day of each calendar month during the Term, without demand, deduction, or setoff, delivered to Sublessor at the address set forth in the preamble or via electronic wire transfer pursuant to instructions provided by Sublessor.
4. Pro-Rata Rent: If the Commencement Date falls on a day other than the first day of a calendar month, the Base Rent for such partial month shall be prorated on a per diem basis and paid on the Commencement Date.

3.2 Incorporation of Master Lease Terms

1. Subordinate Nature: This Sublease is subordinate and subject in all respects to the Master Lease and all matters to which the Master Lease is subordinate. A true and complete copy of the Master Lease has been provided to Sublessee, with financial terms redacted if mutually agreed, and Sublessee acknowledges it has read and is familiar with the terms thereof.
2. Assumption of Obligations: Except as otherwise expressly provided herein, all terms, conditions, covenants, and obligations of the Tenant under the Master Lease are incorporated herein by reference and made binding upon Sublessee as if Sublessee were the "Tenant" and Sublessor were the "Landlord" thereunder. In the event of any conflict between the terms of the Master Lease and this Sublease, the terms of this Sublease shall govern as between Sublessor and Sublessee, provided that nothing herein shall expand the rights of Sublessee beyond those granted to Sublessor under the Master Lease.

3.3 Security Deposit

1. Deposit Amount: Concurrently with the execution of this Sublease, Sublessee shall deposit with Sublessor the sum of [Written Dollar Amount] ($[Numeric Amount]) as a Security Deposit.
2. Holding and Application: The Security Deposit shall be held by Sublessor as security for the faithful performance by Sublessee of all terms, covenants, and conditions of this Sublease. Sublessor shall not be required to keep the Security Deposit in a segregated account, nor shall it bear interest. If Sublessee defaults with respect to any provision of this Sublease, Sublessor may use, apply, or retain all or any portion of the Security Deposit for the payment of rent or any other sum in default, or for the payment of any damages sustained by Sublessor due to Sublessee's breach.
3. Return of Deposit: Within thirty (30) days following the expiration or termination of this Sublease and the surrender of the Premises by Sublessee in compliance with all requirements hereof, Sublessor shall return the unused portion of the Security Deposit to Sublessee.

3.4 Maintenance, Repairs, and Alterations

1. Condition of Premises: Sublessee accepts the Premises in its "AS-IS, WHERE-IS" condition as of the Commencement Date, with all faults, and Sublessor makes no representations or warranties, express or implied, regarding the condition of the Premises or its suitability for Sublessee's intended use.
2. Maintenance: Sublessee shall, at its sole cost and expense, maintain the interior of the Premises in a clean, safe, and sanitary condition, and shall perform all maintenance and non-structural repairs necessitated by Sublessee's specific use or acts of negligence.
3. Alterations: Sublessee shall not make any structural alterations, additions, or improvements to the Premises without the prior written consent of both Sublessor and Master Landlord.

3.5 Insurance and Indemnification

1. Sublessee's Insurance: Sublessee shall, at its sole cost and expense, maintain throughout the Term commercial general liability insurance insuring against claims for bodily injury, personal injury, or property damage arising out of Sublessee's occupancy of the Premises, with a combined single limit of not less than [Dollar Amount, e.g., $1,000,000] per occurrence and [Dollar Amount, e.g., $2,000,000] in the aggregate. Sublessor and Master Landlord shall be named as additional insureds on all such policies.
2. 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: (a) Sublessee's use and occupancy of the Premises; (b) any breach or default by Sublessee under this Sublease; or (c) any negligent act or omission or willful misconduct of Sublessee, its agents, employees, contractors, or invitees.

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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 "Event of Default" by Sublessee under this Sublease:

1. Failure by Sublessee to pay Base Rent or any other monetary obligation within five (5) days after the same is due;
2. Failure by Sublessee to perform or observe any other non-monetary covenant, condition, or agreement contained in this Sublease within thirty (30) business days after written notice thereof from Sublessor;
3. The filing of a petition by or against Sublessee under any bankruptcy or insolvency law, or the appointment of a receiver or trustee for all or substantially all of Sublessee's assets;
4. The abandonment or vacation of the Premises by Sublessee for a period exceeding thirty (30) consecutive days.

4.2 Notice and Cure Periods

Except for the failure to pay monetary obligations (which shall require a five [5] day grace period and no additional cure period beyond that specified in Section 4.1.1), Sublessor shall provide written notice of any non-monetary Default to Sublessee. Sublessee shall have thirty (30) business days from the receipt of such notice to cure said Default. If the Default cannot reasonably be cured within thirty (30) business days, Sublessee shall not be in Default if it commences to cure within such period and diligently and continuously prosecutes the same to completion.

4.3 Sublessor's 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 notice or demand:

1. Termination: Terminate this Sublease and Sublessee's right to possession of the Premises, whereupon Sublessee shall immediately surrender the Premises to Sublessor. Sublessor may recover from Sublessee all damages incurred by reason of such default, including the worth at the time of award of the unpaid rent which would have been payable under the balance of the Term.
2. Possession Without Termination: Terminate Sublessee's right to possession of the Premises without terminating this Sublease, enter the Premises, and relet the same on such terms as Sublessor may deem advisable, crediting Sublessee with the net proceeds of such reletting.
3. Performance on Behalf of Sublessee: Cure the Default on behalf of Sublessee, in which case all reasonable costs and expenses incurred by Sublessor in so doing, together with interest at the maximum rate permitted by Texas law, shall be immediately due and payable by Sublessee as additional rent.
4. Cumulative Remedies: Pursue any other remedy now or hereafter available to Sublessor under the laws of the State of Texas or equity.

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5. BOILERPLATE LEGAL PROVISIONS

5.1 Severability

If any provision of this Sublease or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Sublease, and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this Sublease shall be valid and enforced to the fullest extent permitted by law.

5.2 Entire Agreement

This Sublease, including the Recitals and Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement between Sublessor and Sublessee pertaining to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. No amendment, modification, or waiver of any provision of this Sublease 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 Sublease, for any failure or delay in fulfilling or performing any term of this Sublease (except for the obligation to pay Base Rent and other monetary sums) when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of the affected Party, including acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, national or regional emergencies, strikes, embargoes, or governmental action (each a "Force Majeure Event").

5.4 Governing Law and Venue

This Sublease shall be construed, interpreted, and governed by, and enforced in accordance with, the internal laws of the State of Texas, without regard to its conflict of laws principles. Any legal action, suit, or proceeding arising out of or relating to this Sublease shall be instituted exclusively in the state or federal courts located in [County] County, Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding.

5.5 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Sublease, including its formation, performance, breach, or termination, the Parties agree to first attempt in good faith to resolve the matter through direct business negotiations. If the dispute is not resolved within fifteen (15) Business Days of notice of the dispute, either Party may submit the dispute to non-binding mediation administered by a mutually agreed mediation service in [County] County, Texas. If mediation does not resolve the dispute within thirty (30) days of commencement, either Party may pursue its legal remedies in a court of competent jurisdiction pursuant to Section 5.4.

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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 Entity Name]

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

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SUBLESSEE:

[Sublessee Entity Name]

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

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MASTER LANDLORD CONSENT (ACKNOWLEDGMENT)

The undersigned Master Landlord hereby consents to the sublease of the Premises by Sublessor to Sublessee upon the terms and conditions set forth in this Sublease Agreement, without releasing Sublessor from any of its obligations under the Master Lease.

MASTER LANDLORD:
[Master Landlord Entity Name]

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