Sub-Lease Agreement for Commercial Property - Form Pro · IN-law

DEED OF SUB-LEASE

This Deed of Sub-Lease ("Deed") is made and executed at ________, ________ on this ________:

BY AND BETWEEN

________, S/o, D/o, W/o ________, aged about ________ years, bearing PAN ________ and Aadhaar No. ________, residing at ________ (hereinafter referred to as the "Sub Lessor", which expression shall, unless repugnant to the context or meaning thereof, mean and include its legal heirs, executors, administrators, successors and permitted assigns) of the FIRST PART;

AND

________, S/o, D/o, W/o ________, aged about ________ years, bearing PAN ________ and Aadhaar No. ________, residing at ________ (hereinafter referred to as the "Sub Lessee", which expression shall, unless repugnant to the context or meaning thereof, mean and include its legal heirs, executors, administrators, successors and permitted assigns) of the SECOND PART.

(The Sub Lessor and the Sub Lessee are hereinafter individually referred to as a "Party" and collectively as the "Parties".)

WHEREAS:

A. By a Deed of Lease ("Original Lease") dated ________ entered into by and between the Sub Lessor and ________ (________) ("Original Lessor"/"Property Owner") and registered before the office of the Sub-Registrar at ________ on ________ under Serial No. ________, the Original Lessor demised the property described hereinafter unto the Sub Lessor for a term of ________, on and subject to the covenants, terms and conditions therein contained.

B. The Original Lease is valid and subsisting as on the date of execution of this Deed, and the terms thereof expressly permit the Sub Lessor to grant a sub-lease in respect of the Leased Premises.

C. The Sub Lessor is in lawful physical possession of the property situated at:

________

(hereinafter referred to as the "Leased Premises") together with the existing fixtures and fittings set out in the Annexure to this Deed.

D. The Sub Lessee has approached the Sub Lessor for the grant of a sub-lease in respect of the Leased Premises and the Sub Lessor has agreed to sub-lease the same to the Sub Lessee.

E. The Parties are now desirous of recording the terms and conditions governing the sub-lease of the Leased Premises as set forth hereinafter, the same being subject to and consistent with the Original Lease.

NOW THEREFORE THIS DEED WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER:

§ 1. INTERPRETATION

In this Deed, unless the context otherwise requires, the following rules of interpretation shall apply:

(a) words referring to one gender include every other gender;

(b) words in the singular include the plural and words in the plural include the singular;

(c) words referring to a person or persons include companies, firms, corporations, bodies corporate, associations of persons and vice versa;

(d) headings and titles are included for convenience only and shall not affect interpretation;

(e) each Party shall, at its own expense, take all reasonable steps and do all that is reasonably necessary to give full effect to this Deed;

(f) any obligation on a Party not to do something includes an obligation not to allow that thing to be done;

(g) references to any statute or statutory provision include references to such statute or provision as amended, modified or re-enacted from time to time.

§ 2. GRANT OF SUB-LEASE

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§ 3. PURPOSE

(a) The Sub Lessee shall use the Leased Premises only for the following purpose:

________

(b) The Leased Premises shall be exclusively used by the Sub Lessee and for no purpose other than as specified above. The Sub Lessee shall not use the Leased Premises for any unlawful purpose and shall forthwith notify the Sub Lessor upon becoming aware of any illegal activity on the Leased Premises. The Sub Lessee shall not store, or permit to be stored, on the Leased Premises any objectionable, hazardous or prohibited items contrary to any law in force during the Lease Period.

§ 4. SUB-LEASE RENT

(a) The Sub Lessee shall pay to the Sub Lessor a monthly rent of Rs. ________ (Rupees ________) in advance on or before the ________ day of each calendar month, by way of ________.

(b) In the event of any delay in payment of rent, interest at the rate of ________% (________ percent) per month shall be payable on the outstanding amount from the due date until the date of actual payment.

(c) If default is made in payment of rent for a period of ________ (________) consecutive months, the Sub Lessor shall be entitled, in addition to all other rights and remedies available under this Deed and applicable law, at its sole discretion, to terminate the sub-lease and take possession of the Leased Premises.

(d) Provided that a written notice shall first be given by the Sub Lessor to the Sub Lessee of its intention to terminate the sub-lease and take possession. If the Sub Lessee pays the arrears of rent within ________ (________) days of such notice, the Sub Lessor shall not be entitled to terminate; failing which the sub-lease shall stand automatically terminated without any further act on the part of the Sub Lessor.

§ 5. TERM OF THE SUB-LEASE

(a) The sub-lease shall commence on ________ and shall continue for a period of ________ (________) months ("Lease Period") unless terminated earlier in accordance with the terms hereof. In no event shall the Lease Period extend beyond the term of the Original Lease.

(b) Upon expiry of the Lease Period, the sub-lease may be renewed on mutually agreed terms, provided a written request for renewal is made by the Sub Lessee at least ________ (________) months before the expiry of the Lease Period. If no such notice is given, the sub-lease shall terminate upon expiry of the Lease Period.

§ 6. SUB-LEASE AND ASSIGNMENT

(a) The Sub Lessee shall not further sublet, assign, license or otherwise part with possession of the Leased Premises, in whole or in part, without the prior written consent of the Sub Lessor and, where required, the Original Lessor. Any such sublet, assignment or licence granted without such prior written approval shall be null and void, and the Sub Lessor shall be entitled to terminate the sub-lease at its sole discretion.

§ 7. SECURITY DEPOSIT

(a) The Sub Lessee has paid to the Sub Lessor a sum of Rs. ________ (Rupees ________) as an interest-free refundable security deposit, the receipt whereof the Sub Lessor hereby acknowledges.

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(c) In the event the Sub Lessor assigns its rights under this Deed to a third party ("New Sub Lessor") or to the Original Lessor, the security deposit shall be transferred accordingly, and the Sub Lessor shall thereafter have no liability for its return.

§ 8. UTILITIES AND MAINTENANCE

(a) The Sub Lessee shall pay common area and maintenance charges to the maintenance service provider of the building, as applicable. The maintenance charges presently payable are Rs. ________ (Rupees ________), payable at the following interval: ________.

(b) Any increase in the maintenance charges shall be borne by the ________.

(c) The Sub Lessee shall pay electricity, water and other utility charges at actuals directly to the authorities concerned. The relevant meter readings as on the date of this Deed are annexed hereto.

§ 9. TELEPHONE, INTERNET AND DATA

(a) The Sub Lessee may, at its own cost and in its own name, apply for, obtain and install telephone, internet, broadband and/or cable connections in the Leased Premises, and shall remove the same and pay all dues thereon upon expiry or termination of the sub-lease.

§ 10. STRUCTURAL ADDITIONS

(a) The Sub Lessee shall not carry out any structural additions, modifications or alterations to the Leased Premises without the prior written consent of the Sub Lessor and, where required, the Original Lessor. Where such work is approved and a contractor is to be engaged, the contractor shall also be approved in writing by the Sub Lessor before commencement of work.

(b) The Sub Lessee may install and remove its own fittings and fixtures without causing damage to the Leased Premises. The Sub Lessor may, at its sole discretion, require any such fittings and fixtures to be removed upon vacation of the Leased Premises.

§ 11. COMPLIANCE WITH LAWS

(a) The Sub Lessee shall comply with all applicable laws, rules, regulations and bye-laws of the local and statutory authorities in relation to the Leased Premises, as well as the rules and regulations of the building association where the Leased Premises is situated.

§ 12. POSSESSION

(a) Possession of the Leased Premises shall be handed over to the Sub Lessee simultaneously with the execution of this Deed on ________, provided an amount equivalent to the security deposit and first month's rent has been paid to the Sub Lessor.

(b) If the Sub Lessor is unable to hand over possession on the said date due to unforeseen circumstances, the Sub Lessor shall not be liable for damages, and the Sub Lessee shall not be liable to pay rent until possession is delivered.

§ 13. REPAIRS

(a) Day-to-day and minor repairs (including fuse replacements, light bulbs/tubes, leaking taps, water-pump maintenance and the like) shall be carried out by the ________ at its own cost. Major repairs, whether structural or to electrical, water, plumbing or seepage, shall be attended to by the Sub Lessor or the Original Lessor. If the Sub Lessor or Original Lessor fails to carry out such repairs on receiving notice, the Sub Lessee may undertake the necessary repairs and the Sub Lessor shall reimburse the costs incurred within ________ (________) days.

§ 14. INSPECTION

(a) The Sub Lessor or Original Lessor and/or its authorised personnel shall have the right to enter and inspect the Leased Premises upon prior written notice of ________ during the following hours: ________.

(b) In case of an emergency, no prior notice shall be required.

§ 15. TAXES AND STAMP DUTY

(a) The Sub Lessor shall be responsible for payment of property tax and municipal taxes pertaining to the Leased Premises during the Lease Period, and the Sub Lessee shall reimburse the same upon demand. Any other statutory taxes or duties levied by Government or governmental departments shall be borne by the ________.

(b) Goods and Services Tax payable on the rent under the applicable GST legislation, if any, shall be borne by the ________.

(c) The stamp duty payable on this Deed under the applicable Stamp Act and the registration charges payable under the Registration Act, 1908, shall be borne by the ________. The Parties acknowledge that, where the term and/or aggregate rent so require, this Deed is compulsorily registrable under Section 17 of the Registration Act, 1908, and shall be duly stamped and registered.

§ 16. OBLIGATIONS OF THE SUB LESSEE

(a) The Sub Lessee shall pay the rent and all other charges payable under this Deed regularly and on the due dates specified herein.

(b) The Sub Lessee shall maintain the Leased Premises in good and tenantable condition and shall not cause or permit any damage to the Leased Premises, fixtures or fittings, save normal wear and tear.

(c) The Sub Lessee shall not do or permit anything which may render void or voidable any insurance policy in respect of the Leased Premises or the building.

(d) The Sub Lessee shall not cause any nuisance, annoyance or disturbance to other occupants of the building or to neighbouring premises.

(e) The Sub Lessee shall permit the Sub Lessor or its authorised representatives to enter and inspect the Leased Premises in accordance with this Deed.

(f) The Sub Lessee shall observe and comply with all the terms, covenants and conditions of the Original Lease in so far as they are applicable, and shall not do or omit to do anything which may result in a breach of the Original Lease.

§ 17. OBLIGATIONS OF THE SUB LESSOR

(a) The Sub Lessor shall ensure that the Original Lease remains valid and subsisting during the Lease Period and shall duly observe and perform all the terms, covenants and conditions of the Original Lease on its part.

(b) The Sub Lessor shall pay all rent and other amounts due to the Original Lessor under the Original Lease regularly and on the due dates, so as to ensure uninterrupted use and enjoyment of the Leased Premises by the Sub Lessee.

(c) The Sub Lessor shall not do or omit to do any act which may result in termination of the Original Lease or otherwise prejudice the rights of the Sub Lessee under this Deed.

(d) The Sub Lessor shall ensure peaceful and quiet enjoyment of the Leased Premises by the Sub Lessee during the Lease Period, subject to the Sub Lessee duly performing its obligations hereunder.

§ 18. REPRESENTATIONS AND WARRANTIES OF THE SUB LESSOR

(a) The Sub Lessor holds a valid and subsisting leasehold interest in the Leased Premises under the Original Lease and has the right, power and authority to grant this sub-lease.

(b) The Sub Lessor has paid and shall pay all existing and future municipal rates, taxes, levies and outgoings in respect of the Leased Premises for which it is responsible.

(c) The Sub Lessee, on duly paying the rent and other charges and observing the terms hereof, shall be entitled to quiet and peaceful enjoyment of the Leased Premises during the term, without obstruction or disturbance by the Sub Lessor or any person lawfully claiming through or under it.

(d) Save as expressly stated above, the Sub Lessor makes no representation or warranty, express or implied, as to the condition of the Leased Premises, which the Sub Lessee takes on an "as-is-where-is" basis.

§ 19. REPRESENTATIONS AND WARRANTIES OF THE SUB LESSEE

(a) The Sub Lessee shall pay the rent on the due dates in the manner specified and shall observe and abide by all the terms and conditions of this Deed and the Original Lease.

(b) The Sub Lessee shall hand over vacant possession of the Leased Premises to the Sub Lessor immediately upon expiry or earlier termination of this Deed, remove all its fittings and fixtures, and reinstate the Leased Premises, subject to normal wear and tear.

(c) The Sub Lessee shall at all times keep the Leased Premises in good condition.

§ 20. INSURANCE

(a) The ________ shall be responsible for insuring the Leased Premises.

§ 21. DEFAULT

(a) Any breach of the terms of this Deed by the Sub Lessee which is not cured within ________ of receipt of written notice from the Sub Lessor shall constitute a default. Breaches include, without limitation, failure to pay rent, engaging in unlawful activity, damaging or destroying the Leased Premises or common areas, or violation of any provision of this Deed.

(b) Where more than one person constitutes the Sub Lessee, all such persons shall be jointly and severally liable for the obligations under this Deed.

§ 22. TERMINATION

(a) The Sub Lessor shall be entitled to terminate the sub-lease in the event of a default by the Sub Lessee which is not cured within ________ of receipt of written notice in that regard.

(b) The Sub Lessor may terminate this Deed by giving written notice of ________ to the Sub Lessee.

(c) The Sub Lessee may terminate this Deed by giving written notice of ________ to the Sub Lessor.

(d) Upon the expiry, termination or determination of the Original Lease or of this Deed, the obligations of the Parties hereunder shall, save for accrued rights and liabilities, stand extinguished.

(e) Upon any termination, the Sub Lessee shall deliver vacant physical possession of the Leased Premises to the Sub Lessor simultaneously with the Sub Lessor refunding the security deposit after adjustment of all monies due and payable by the Sub Lessee.

§ 23. DISPUTE RESOLUTION

(a) Any dispute, difference or claim arising out of or in connection with this Deed (the "Dispute") shall be dealt with as set out in this clause.

(b) A Dispute shall be deemed to arise when one Party serves on the other a written notice setting out the nature of the Dispute (a "Notice of Dispute").

(c) Upon service of a Notice of Dispute, the Parties shall use all reasonable efforts to resolve the Dispute amicably through negotiation within a period of ________.

(d) Failing amicable resolution, the Dispute shall be referred to and finally resolved by arbitration by a sole arbitrator to be appointed by mutual consent of the Parties, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be ________ and the arbitration shall be conducted in the English language. The award shall be final and binding on the Parties.

(e) Subject to the foregoing, the courts at ________ shall have exclusive jurisdiction over any matter arising out of this Deed.

§ 24. GOVERNING LAW

This Deed shall be governed by and construed in accordance with the laws of India, including the Transfer of Property Act, 1882 and the Indian Contract Act, 1872.

§ 25. INDEMNITY

Each Party shall defend, indemnify and hold harmless the other Party from and against any claim, liability, demand, loss, damage, cost, expense or judgment arising as a result of any breach by such Party of this Deed or any misrepresentation made herein.

§ 26. AMENDMENT

No alteration, addition or deletion to this Deed shall be valid unless made by way of a supplementary deed in writing duly executed by both Parties.

§ 27. SPECIAL CONDITIONS

The Sub Lessee agrees that it shall not, without the prior written permission of the Sub Lessor, carry out the following activities in the Leased Premises:

________

§ 28. CONFLICT WITH ORIGINAL LEASE

In the event of any conflict between the provisions of the Original Lease and this Deed, the Original Lease shall govern and prevail, save to the extent expressly modified by the terms of this Deed as between the Parties hereto.

§ 29. NOTICES

Any notice or other communication required or authorised by this Deed shall be given in writing in English by:

(a) delivery by hand (a written acknowledgement of receipt being sufficient evidence of service); or

(b) dispatch by a nationally recognised courier; or

(c) electronic mail to the email addresses notified by the Parties in writing;

to the relevant Party at the address set out in the recital clause of this Deed, or such other address as may be notified in writing.

§ 30. SEVERABILITY

If any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired thereby.

§ 31. WAIVER

No failure or delay by either Party in exercising any right under this Deed shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right. The remedies herein are cumulative and not exclusive of any remedies provided by law.

§ 32. COUNTERPARTS

This Deed may be executed in ________ counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Deed on the day, month and year first hereinabove written.

Annexure 1 – Copy of Original Lease Deed

Annexure 2 – Fixtures and Fittings

Annexure 3 – Meter Readings

___________________________

SUB LESSOR: ________

___________________________

SUB LESSEE: ________

SIGNED AND AGREED BY THE ORIGINAL LESSOR (consent to sub-lease):

Name: ________

Dated: ________

________________________

Signature

WITNESSES:

1. Name: ________, Address: ________, Signature: ________________________

2. Name: ________, Address: ________, Signature: ________________________