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Sublease

This Sublease is made on [AGREEMENT DATE] between [SUBLESSOR NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [SUBLESSOR ADDRESS] (the "Sublessor") and [SUBLESSEE NAME], [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [SUBLESSEE ADDRESS] (the "Sublessee").

The parties agree as follows (the capitalized terms used in this Sublease, in addition to those above, being defined in section 24 (Definitions)):

1. Grant of Sublease. The Sublessor hereby leases to the Sublessor, and the Sublessee hereby leases from the Sublessor, the premises (the "Premises") described in section 2 (Key Terms) on the terms of this sublease.

2.  Key Terms

2.1. Description: [PREMISES DESCRIPTION]

2.2. Premises Address: [RENTAL ADDRESS]

2.3. Building: [BUILDING DESCRIPTION AND ADDRESS]

2.4. Total Building Rentable Area: [AREA]

2.5. Rentable Area (approx.): [RENTABLE AREA]

2.6. Load Factor (approx.) %: [LOAD FACTOR]%

2.7. Sublessee's Building Percentage: [BUILDING PERCENTAGE]%

2.8. Base Rent: $[BASE RENT AMOUNT] per month

2.9. Adjustments to monthly Base Rent: [ADJUSTMENT]

2.10. Base Year: [BASE YEAR]

2.11. Security Deposit: $[SECURITY DEPOSIT AMOUNT]

2.12. Terms of Lease: [Single/Double/Triple] net

2.13. Estimated Lease Start Date: [ESTIMATED LEASE START DATE]

2.14. Sublessor's Address for Notice: [SUBLESSOR'S ADDRESS FOR NOTICE]

2.15. Sublessee's Address for Notice: [SUBLESSEE'S ADDRESS FOR NOTICE]

3.  Use of Premises

3.1. Use for Stipulated Purpose. The Sublessee shall use the Premises only for [general office purposes] and not for any other purpose.

3.2. Prohibited Uses. The Sublessee shall not use the Premises for the purposes of storing, manufacturing, or selling any explosives, flammables, or other inherently dangerous substances other than chemicals properly stored and used for the permitted use.

4.  Possession and Quiet Enjoyment

4.1. Delivery of Possession. The Sublessor shall deliver possession of the Premises on the Start Date in an "as is" and with-all-faults condition, except that the Premises will be broom clean.

4.2. Quiet Enjoyment. The Sublessor shall maintain the Sublessee in exclusive, undisturbed, and uninterrupted possession and quiet enjoyment of the Premises against any person claiming by, through, or under the Sublessor.

4.3. Sublessee's Inspection. The Sublessee has

(a) inspected, or has had an opportunity to inspect, the Premises before signing this Sublease, and

(b) determined that the Premises may be used for their intended use.

4.4. As-Is Condition. [Subject to any other obligations of the Sublessor in this Sublease to make any improvements or repairs or to correct any defects, ]the Sublessee accepts the Premises in an "as is" condition and with all faults[ (other than latent defects)].

4.5. Required Consents. The Sublessor makes no representations as to the availability of any permits, licenses, or other consents that may be required by any Governmental Authority in order to make any Alterations to the Premises or to operate the premises for the uses intended by the Sublessee.

4.6. Condition of Premises. The Sublessor warrants that the existing heating, ventilating, and air conditioning system ("HVAC"), electrical, plumbing, fire alarm, sprinkler, lighting, and all other such elements in the Premises will be in good operating condition on the Start Date, and that the Premises and the Building, to the best of Sublessor's knowledge, do not contain hazardous substances.

4.7. Definition of "Start Date." In this Sublease, "Start Date" means the day that occurs on the earlier of

(a) the date the Sublessee commences occupancy under this Sublease of any portion of the Premises for the conduct of its business, and

(b) the estimated lease start date noted in section 2.13 (Estimated Lease Start Date).

5. Repair and Maintenance

5.1. Repair. The Sublessee shall be responsible for the repair of any damage to the Premises or the Building that is caused by the activity of the Sublessee or its employees, agents, customers, or invitees.

5.2. Maintenance. The Sublessee shall be responsible for all maintenance of the Premises.

5.3. Cleaning. The Sublessee will be responsible for keeping the Premises clean and free of trash and debris.

5.4. End of Term Repair and Cleaning. The Sublessee shall be responsible for the repair of any damage to the Premises or the Building caused by the removal of its property at the end of Sublease Term.

6. Alterations, Improvements, and Additions

6.1. Consent for Alterations. The Sublessee shall not make or allow to be made any alterations of or improvements or additions to the Premises (collectively, "Alterations") without the Sublessor's prior written consent.

6.2. Costs of Alterations. The Sublessee will be solely responsible for the planning, construction, and completion of any Alterations.

6.3. Manner of Construction. The Sublessee shall ensure that all Alterations made on its behalf will be done in a good and workmanlike manner. 

6.4. No Liens. The Sublessee shall not permit any mechanic's or other liens to be placed upon the Premises in connection with any Alterations.

6.5. Landlord's Property. All Alterations become the property of the Landlord. The Sublessee shall surrender them with the Premises upon the termination or expiration of this Sublease.

7.  Surrender of Premises

7.1. Surrender. Upon the termination or expiration of this Sublease, the Sublessee shall

(a) surrender the Premises to the Sublessor broom-clean and in good order and condition, ordinary wear and tear and casualty damage excepted,

(b) surrender all keys to the Premises to the Sublessor,

(c) remove all of its property and repair all damage resulting from the removal, and

(d) restore the Premises to the condition existing as of the Start Date.

7.2. Sublessee's Property. Any items that the Sublessee has not removed from the Premises as permitted or required under this Sublease will be deemed to be abandoned. The Sublessor may remove, store, and dispose of these items at the Sublessee's expense. The Sublessee waives all claims against the Sublessor resulting from the Sublessor's retention and disposal of any such items.

8.  Security Deposit

8.1. Payment. The Sublessee shall pay the Security Deposit to the Sublessor on or before the Start Date.

8.2. Application of Deposit against Expenses. The Sublessor may apply as much of the Security Deposit as necessary against any expenses that it incurs in exercising its right to remedy any breach by the Sublessee of any of its material obligations under this Sublease.

9.  Payment Obligations

9.1. Base Rent. The Sublessee shall pay the Base Rent monthly to the Sublessor.

9.2. Rental Payments. The Base Rent will be due and payable, in advance on the first day of each month, without any deductions or setoff.

9.3. Additional Rent. The Sublessee shall pay to the Sublessor, in addition to its obligation to pay Rent, any amounts that are payable to Landlord under the Prime Lease for any additional services that are provided solely for the benefit of the Subtenant or the Premises (such as for excess electrical consumption and additional HVAC provided during non-business hours), in excess of the services that the Landlord provides to the Sublessor without additional charge under the Master Lease.

9.4. Payment Net of Taxes. All payments owed by the Sublessee are exclusive of taxes. The Sublessee shall pay, and the Sublessor shall collect and remit, any taxes payable.

9.5. Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by Law, whichever is less. 

9.6. Late Fees. If the Sublessee does not make any payment owing under this Sublease within [15] business days of its due date, the Sublessee shall pay to the Sublessor, in addition to the outstanding amount and any other charges due under this Sublease, a late fee equal to $[LATE FEE AMOUNT].

10. Term

10.1. Initial Term. The initial term of this Sublease will be for [INITIAL TERM] [months/years], starting on the Start Date, unless earlier terminated by either party in accordance with this Sublease.

10.2. Renewal Terms. The term of this Sublease will automatically renew for additional [RENEWAL TERM] year periods unless terminated earlier. If a party elects not to renew this Sublease, that party shall provide Notice of that intention to the other party at least [NON-RENEWAL NOTICE PERIOD] days before the renewal date.

10.3. Effect of Holding Over. The Sublessee has no right to hold over in the Premises following the expiration or termination of this Sublease. If it does hold over and continue in possession of the Premises, its continued occupancy will be considered a month-to-month tenancy at a Base Rent equal to the 150% of the then-current Base Rent, subject to all the terms of this Sublease.

11. Sublessee's Acknowledgements. The Sublessee acknowledges to the Sublessor as follows:

11.1. Reference to Master Lease. The Sublessee has received a copy of the master lease relating to the Building in which the Premises are located (the "Master Lease") dated [DATE OF MASTER LEASE] between [NAME OF MASTER LESSOR] (the "Landlord") and the Sublessor.

11.2. Sublessee Responsibility for Obligations of Master Lease. Except for payment of Base Rent under this Sublease, the Sublessee shall perform all of the Sublessor's obligations under the Master Lease that relate to the Premises.

11.3. Primacy of Master Lease. This Sublease is subject and subordinate to the terms of the Master Lease. 

11.4. Need for Landlord's Consent. This Sublease is subject to the Landlord's prior written consent.

12. Insurance

12.1. Sublessee's Insurance. The Sublessee shall maintain a policy or policies of comprehensive general liability insurance in connection with its activities on and in the Premises, issued by an insurance company approved by the Sublessor. The Sublessee shall pay all premiums on these policies in full on or before their due dates. The Sublessee shall ensure that its insurance coverage will list the Sublessor as an additional insured. At the Sublessor's request, the Sublessee shall provide it with evidence of coverage under this section 12.1 (Sublessee's Insurance).

12.2. Sublessor's Insurance. The Sublessor shall maintain fire and extended coverage insurance on the Building and the Premises in the amounts required under the Master Lease, but excluding coverage of any Sublessee improvements and any of the Sublessee's personal property located on or in the Premises.

13. Utilities and Services

13.1. Utility Charges. The Sublessee shall pay all utility charges that are separately metered or charged to the Premises. The Sublessee shall pay a fair and reasonable portion of the charges for any utility that is not separately metered or charged to the Premises.

13.2. Phone and Data. The Sublessee shall pay [TELEPHONE SERVICE PERCENT]% of the monthly telephone and Internet service charges for which it is directly responsible.

13.3. After-Hours HVAC. The Sublessor shall calculate charges for after-hours HVAC service at $[UNIT AMOUNT] per hour. The Sublessor may change the amount of this charge at any time upon Notice to the Sublessee.

13.4. Sublessor's Option to Pay. If the Sublessee fails to pay any utility or service provided to the Premises, the Sublessor may itself pay the amount due and invoice the Sublessee.

14.  Taxes

14.1. Property Taxes. The Sublessee shall pay when due all general real estate taxes and installments of special assessments applicable to the Premises.

14.2. Personal Property Taxes. The Sublessee shall pay all personal property taxes applicable to the Sublessee's personal property on the Premises.

15. Compliance

15.1. Compliance with Laws. The Sublessee shall comply with all Laws applicable to the Premises.

15.2. Hazardous Material. The Sublessee shall not, and none of its employees, agents, suppliers, shippers, customers, and invitees shall, bring any hazardous material on to the Premises, nor permit any hazardous material to exist or remain at or upon, or stored, or disposed of from or used, at the Premises in breach of any applicable Laws or in a manner as would result in any liability under any applicable Laws.

16.  No Liens. The Sublessee shall keep the Premises and the Building free of liens and encumbrances.

17.  No Public Filings. The Sublessee shall not file or otherwise place this Sublease on the public record without the Landlord's prior written consent, which consent the Sublessor may withhold or deny.

18.  Parking. The Sublessee will be entitled to the Sublessee's proportionate share of the parking rights that the Sublessor has in connection with the Premises under the Master Lease.

19. Right of Entry and Inspection

19.1. Right of Entry. The Sublessor and the Landlord may each enter the Premises at any time[ upon reasonable Notice to the Sublessee] to make repairs or alterations, or to show it to potential buyers, lenders, or sublessees. The Sublessee shall permit them to enter on the Premises to do so.

19.2. Inspection. The Sublessee shall, upon reasonable Notice from the Sublessor, provide access to the Premises during normal business hours for the purpose of conducting an inspection to verify that the Sublessee is in compliance with the terms of this Sublease. The Sublessee shall cooperate in the Sublessor's inspection.

19.3. Conduct of Inspection. The Sublessor shall

(a) conduct any inspection in a manner so as not to unreasonably disrupt the Sublessee's business, and

(b) shall restrict the scope, manner, and duration of its inspection to that reasonably necessary to achieve its purpose. 

20.  Indemnification

20.1. Sublessee's Indemnity. The Sublessee shall indemnify the Sublessor[ and its officers, directors, employees, agents, and affiliates,] against all claims, liability, and expenses (including attorneys' fees) arising from any third party claim or proceeding arising from or related to

(a) any third party that performed work or provided materials or supplies for the Sublessee or any Person claiming under the Sublessee, or

(b) any environmental damages arising solely from the Sublessee's use of the Premises.

20.2. Sublessor's Indemnity. The Sublessor shall indemnify the Sublessee[ and its officers, directors, employees, agents, and affiliates,] against all claims, liability, and expenses (including attorneys' fees) arising from any claim or proceeding brought by the Landlord against the Sublessor arising from or related to any obligation of the Sublessor to the Landlord that has not been assigned to the Sublessee under this Sublease.

20.3. Notice of Claim. A party shall give prompt Notice to the other party of any claim or potential claim for indemnification under this section 20 (Indemnification).

20.4. Exclusive Remedies. The rights granted under this section 20 (Indemnification) are the exclusive remedies available under this Sublease in connection with the claims and losses that this section addresses.

21. Casualty and Eminent Domain

21.1. No Exercise of Termination Rights. In the event of a fire or other casualty affecting the Premises, or of a taking of all or a part of the Premises under the power of eminent domain, the Sublessor shall not exercise any rights it may have permitting it to terminate or continue with the Master Lease as a result of a casualty or condemnation without the Sublessee's prior written consent. If the Sublessee fails to respond to the Sublessor's Notice to Sublessee of this request within [10] days, the Sublessee will be deemed to have consented.

21.2. Abatement. To the extent that the Sublessor is entitled to an abatement of its rent under the Master Lease as a result of the occurrence of a casualty or condemnation, the Sublessee will also be entitled to a comparable abatement of Base Rent and any additional rent that it owes under this Sublease.

22.  Termination

22.1. Termination of Master Lease. This Sublease will terminate automatically without Notice to the Sublessor upon the expiration or termination of the Master Lease.

22.2. Sublessor's Right to Terminate. The Sublessor may terminate this Sublease under any of the following conditions:

(a) upon [five] business days' Notice to the Sublessee that a payment of Rent was not received when due,

(b) upon Notice to the Sublessee if the Sublessee vacates, is absent from, or fails to conduct business on the Premises for a period of more than [10] consecutive business days,

(c) upon [five] business days' Notice to the Sublessee if any items of default set forth in the Master Lease where the obligation is incorporated into this Sublease remain uncured after the cure period provided in the Master Lease, or

(d) upon [10] business days' Notice to the Sublessee upon the occurrence of the breach of any other of its material obligations under this Sublease.

22.3. Alternative Remedies. Upon the occurrence of the Sublessee's breach of one of its material obligations under this lease, other than the obligation to pay Rent, the Sublessor may, instead of exercising its right to terminate the Sublease,

(a) upon Notice to the Sublessee, re-enter and take possession of the Premises and re-let or attempt to re-let the Premises for the Sublessee's account,

(b) by Notice to the Sublessee, declare all Rent immediately due and payable, in which case all Rent to the end of the then-current term will be accelerated, or

(c) exercise any remedies that are provided to the Landlord in those circumstances under the Master Lease.

22.4. Acceleration of Rent. If the Sublessor accelerates the Rent under section 22.3 (Alternative Remedies), it may immediately take any available legal action as it considers advisable to collect the accelerated Rent owing.

22.5. Surrender of Possession. If the Sublessor chooses to terminate this Sublease upon the Sublessee's default in its performance of any material term of this Sublease,

(a) the Sublessee shall immediately surrender possession of the Premises to the Sublessor (including possession of any improvements), and

(b) the Sublessor may terminate the Sublessee's possession of the Premises by any lawful means.

22.6. Sublessee's Right to Terminate. The Sublessee may terminate this Sublease effective on [NOTICE PERIOD FOR DEFAULT] business days' Notice to the Sublessor 

(a) if the Sublessor does not deliver possession of the Premises within [OPTION TO TERMINATE DAYS] business days of the Start Date, unless the Sublessor's default is cured before the end of that period, or

(b) if the Sublessor fails to perform any its obligations under this Sublease within a reasonable time, but in no event later than [30] business days after the Sublessee's Notice of that failure to the Sublessor, unless the Sublessor's default is cured before the end of that period, or

(c) if, as a result of casualty or condemnation the Sublessor becomes entitled to terminate the Master Lease.

22.7. Termination upon Insolvency Event. This Sublease will terminate immediately upon the occurrence of any of the following:

(a) Insolvency. The Sublessee admits in writing that it is insolvent or unable to pay its debts, or fails generally to pay its debts as they become due.

(b) Bankruptcy. The Sublessee files a voluntary petition, or one or more of its creditors file a petition, seeking its rehabilitation, liquidation, or reorganization under any Law relating to bankruptcy, insolvency, or other relief of debtors and the petition is not removed within 90 days of filing.

(c) Receivership. A receiver or other custodian is appointed to take possession of substantially all of the Sublessee's assets.

(d) Dissolution. The Sublessee takes any action toward the dissolution or winding up of its affairs or the cessation or suspension of its activities.

(e) Liquidation. A court of competent jurisdiction enters a decree or order directing the winding up or liquidation of the Sublessee or of all or substantially all of its assets.

(f) General Assignment. The Sublessee makes a general assignment for the benefit of its creditors.

(g) Attachment. Any attachment, execution, or other judicial seizure is levied against all or substantially all of the Sublessee's assets.

23. Liability for Damages

23.1. Foreseeability. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entering into this agreement.

23.2. Waiver of Claims. The Sublessee hereby waives all claims that it may have against the Landlord or the Sublessor or both for any damage to person or property, except to the extent caused by

(a) the negligence or willful misconduct of the Sublessor or any agents, or

(b) the Sublessor's breach of any material term of this Sublease.

24. Definitions. In addition to the terms at the top of the first page of this Sublease, the following definitions apply:

24.1. "Alterations" is defined in section 6.1 (Consent for Alterations).

24.2. "Base Rent" is defined in section 2.8 (Base Rent)

24.3. "Buildingdefined in section 2.3 (Building).

24.4. Governmental Authority” means

(a) the government of the United States or any other nation, or any of its or their geographical or political units or subdivisions, and

(b) any body, agency, tribunal, arbitrator, court, authority, or other entity that exercises executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or relating to, government.

24.5.  "HVAC" is defined in section 4.6 (Condition of Premises).

24.6. Law” means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

24.7. "Landlord" is defined in section 11.1 (Reference to Master Lease).

24.8. "Master Lease" is defined in section 11.1 (Reference to Master Lease).

24.9. Notice” means any notice, request, direction, or other document that a party can or must make or give under this Sublease.

24.10. "Premises" is defined in section 1 (Grant of Sublease).

24.11. "Start Date" is defined in section 4.7 (Definition of "Start Date").

25. General Provisions

25.1. Entire Agreement. This Sublease contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

25.2. Further Assurances. Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this Sublease.

25.3. Amendment. This Sublease may only be amended by a written document signed by both parties.

25.4. Assignment

(a) No Assignment by Sublessee. The Sublessee may not assign this Sublease or any of its obligations under this Sublease or sublet the Premises without the prior written consent of both the Landlord and the Sublessor, which consent either of them may withhold or deny.

(b) Void Assignment or Sublease. If the Sublessee engages or purports to engage in any action that is prohibited under paragraph (a) (No Assignment by Sublessee) of this section 25.4 (Assignment) without the Landlord's consent, the Sublessor may immediately terminate this Sublease.

(c) Assignment by SublessorThe Sublessor may assign this Sublease or any of its rights and obligations under this Sublease, effective upon Notice to the Sublessee,

(d) to any subsidiary or affiliate, or

(e) in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of the Sublessor’s obligations.

25.5. No Brokers, etc. No broker, agent, or other intermediary acted for any party in connection with the transactions contemplated under this Sublease.

25.6. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party’s address specified in sections 2.14 or 2.15, as the case may be, or to the address that a party has notified to be that party’s address for the purposes of this section 25.6 (Notices).

(c) Receipt of Notice. A Notice given in accordance with this Sublease will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing.

25.7. Remedies Cumulative. Except as provided in section 19.4 (Exclusive Remedies), the rights and remedies available to a party under this Sublease are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

25.8. Survival. Sections 4.12 (End of Term Repair and Cleaning), 5.4 (No Lien), 5.5 (Landlord's Property), 6 (Surrender of Premises), 7.2 (Application of Deposit against Expenses), 9.3 (Effect of Holding Over), 12 (Utilities and Services), and 19 (Indemnification) survive the termination or expiration of this Sublease.

25.9. Severability. If any part of this Sublease is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

25.10. Waiver. A party’s failure or neglect to enforce any of rights under this Sublease will not be deemed to be a waiver of that party's rights.

25.11. Governing Law. This Sublease will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

25.12. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this Sublease or the transactions relating to its subject matter.

25.13. Attorney Fees. If either party brings legal action to enforce its rights under this Sublease, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

25.14. Interpretation

(a) Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

(b) Headings. The headings used in this Sublease and its division into sections and other subdivisions do not affect its interpretation.

(c) Internal References. References in this Sublease to sections and other subdivisions are to those parts of this Sublease.

25.15. Counterparts. This Sublease may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

25.16. Effectiveness of Sublease. Subject to receipt of the Landlord's consent, this Sublease is effective as of the date shown at the top of the first page, even if any signatures are made after that date.

 This Sublease has been signed by the parties.

[SUBLESSOR NAME]

By:   ___________________________________

Name:

Title:

Date:

[SUBLESSEE NAME]

By:  ___________________________________

Name:

[Title:]

Date:

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