Commercial Sublease (Reference #:___________)

Effective Date of this Agreement:

[Date] (the Effective Date)

This Agreement is by and between

[Sublessors full legal name] (Sublessor)
([Sublessors abbreviated name]),
a
[State], [Corporation / Partnership / Sole Proprietorship]
located at
[Address],
AND
a
located at

[Company Legal Name], [Company/abbreviated name]), (Sublessee)

[State], [Corporation / Partnership / Sole Proprietorship],
[Address]
[City], [State] [Zip Code]

Background
A.

This is an agreement (the Agreement or the "Sublease") to sublet real property

according to the terms specified below.

B.

The Sublessee and Sublessor are herein referred to individually as a Party and
collectively as Parties.

C.

The Lessor is the holder of the Master Lease (hereinafter defined) with respect to the
Premises (hereinafter defined). The Master Lease is the applicable lease with respect to
the Premises between the Lessor and the Sublessor.

D.

The Facilitator is the agent that has initiated or facilitated this Agreement, in part or in
full.

IN CONSIDERATION OF the Sublessor subletting and the Sublessee renting the Subleased
Premises (hereinafter defined), both Parties agree to keep, perform and fulfill the promises,
conditions and agreements below:
1. Subleased Premises
The Sublessor leases to the Sublessee a portion of the Premises (the Subleased Premises,
hereinafter defined) that is exactly 28 x 84 inches (rectilinear). The Premises are herein referred
to as that certain property more commonly known as [insert street address, with suite/apt
______________] (Premises). The Subleased Premises are more particularly described as
follows: [location of sublet rectangle within premises]
2. Term
The term (the "Term") of the Sublease is a periodic tenancy of a one year duration commencing at
12:00 noon on the tenth (10th) day of [Month], 20__, ending on the ninth (9th) day of [Month],
20__, and automatically continuing on a year-to-year basis unless and until the Sublessor or the
Sublessee exercises the termination provisions set forth herein to terminate the tenancy.

3. Payable Rent
Subject to the provisions of this Agreement, the adjusted monthly rent (the Payable Rent) to be
paid by Sublessee to Sublessor pursuant to the terms herein for the Subleased Premises is [$__].
If the Sublessees Home Premises Square Foot Rate (hereinafter defined) is less than the
Sublessors Square Foot Rate (hereinafter defined), the Payable Rent will be determined by
subtracting (a) the monthly cost of the applicable Sub-subleased Area [$__] (hereinafter defined)
from (b) the Total Subleased Premises Rental Rate [$__] (hereinafter defined).
The Payable Rent thus calculated will be equal to (a) the Sublessees Home Premises Square Foot
Rate [$__] (hereinafter defined) multiplied by (b) the square foot area of the Subleased Premises
(i.e,. 16.33square feet).
If the Sublessees Home Premises Square Foot Rate (hereinafter defined) is equal to or greater
than the Sublessors Square Foot Rate (hereinafter defined), the Sub-sublease Option (hereinafter
defined), will not be applicable, and the Payable Rent will be equal to (a) the Sublessors Square
Foot Rate multiplied by (b) the area of the Subleased Premises (16.33 square feet).
The Total Subleased Premises Rental Rate shall be determined by multiplying (a) the total area
of the Subleased Premises (the Subleased Premises Area) (16.33 square feet) by (b) [$__] the
per square foot monthly rental rate of the Premises (the Sublessors Square Foot Rate). The
Sublessors Square Foot Rate shall not exceed the amount of rent per square foot that the
Sublessor is required to pay pursuant to its applicable lease with respect to the Premises.
To avoid any ambiguity, the Sublessee and Sublessor hereby acknowledge and agree that the
Sublessee shall in no event be obligated or required to pay the Total Subleased Premises
Rental Rate to any party and that, notwithstanding anything herein to the contrary, the
Sublessee shall only be obligated hereunder to pay the Payable Rent.
All rental payments should be paid directly to the Sublessor by mailing such payment (in
immediately available funds) to Sublessor at the address in the introductory paragraph of this
agreement or at such other place as the Sublessor may designate at any time by giving notice
thereof to Sublessee pursuant to Section 5 of this Agreement.
4. Market Rate Differential and Sub-Sublease Option
4a. If the Sublessee has, prior to the Effective Date hereof, entered into a lease for a separate
premises (the Sublessees Home Premises) and the monthly rent or applicable mortgage rate for
the Sublessees Home Premises per square foot (the Sublessees Home Premises Square Foot
Rate) is less than the Sublessors Square Foot Rate, then the Sublessee has the right to elect, in
its sole and absolute discretion, and the Sublessor hereunder hereby agrees Sublessees unfettered
exercise of the following option (herein referred to as the Sub-sublease Option):
The Sublessor hereunder shall sublease back (or sub-sublease) a portion of the Subleased
Premises from the Sublessee (the Sub-subleased Area). The Sub-subleased Area shall be an

area equal to a fraction, (a) the numerator of which shall be (i) the Total Subleased Premises
Rental Rate [$ ] minus (ii) the product [$ ] of Sublessees Home Premises Square Foot Rate [$ ]
multiplied by the Subleased Premises Area (16.33square feet), and (b) the denominator of which
shall be the Sublessors Square Foot Rate. The Sub-subleased Area herein calculated is [n] square
feet with a monthly cost of [$ ].
The monthly cost of the Sub-subleased Area thus determined shall be payable to the Sublessee
and will thereafter be deducted from the Total Subleased Premises Rental Rate to determine the
Payable Rent for the Subleased Premises pursuant to Section 3 of this Agreement. The Payable
Rent will be equal to the Sublessees Home Premises Square Foot Rate multiplied by the
Subleased Premises Area. As a result, the Sublessees monthly rental amount (the Payable Rent)
shall not exceed the monthly cost of 16.33square feet of floor space at the Sublessees Home
Premises. If the Sublessees Home Premises Square Foot Rate is equal to or greater than the
Sublessors Square Foot Rate, the Sub-sublease option shall not take effect unless and until the
Sublessees Home Premises Square Foot Rate is less than the Sublessors Square Foot Rate
pursuant to Section 4b of this Agreement.
In the execution of this agreement it is understood that the time at which the Sub-sublease Option
becomes effective shall take place after the effective date of this Sublease, yet prior to the time at
which the first Payable Rent payment is due.
4b. Upon yearly renewal of this Sublease, the size of the Sub-subleased Area shall be readjusted
pursuant to the method outlined in Section 4a in order to reflect any changes to the either the
Sublessors Square Foot Rate or the Sublessees Home Premises Square Foot Rate. Following this
method, the Payable Rent shall continue to equal the product of (a) the Subleased Premises Area
multiplied by (b) the then-current Sublessees Home Premises Square Foot Rate. In the event of a
change to either of these variables, the Sub-subleased Area will contract or expand accordingly
and will be fixed at the applicable adjusted size for the remainder of the subsequent year. If the
Sublessees Home Premises Square Foot Rate shall at any point equal or exceed the then-current
Sublessors Square Foot Rate, the Sub-Sublease Option shall be suspended until such time as the
Sublessees Home Premises Square Foot Rate shall again be less than the Sublessors Square Foot
Rate.
5. Notices and Records
5a. Any notice that either party may or is required to give, shall be given by mailing the same,
postage prepaid, to the Sublessee at the address in the introductory paragraph of this Agreement,
or the Sublessor at the address in the introductory paragraph of this Agreement, or at such other
places as may be designated by the Parties in writing from time to time.
5b. In consideration of the Facilitators facilitation of this Agreement between the Parties, the
Parties herein agree to provide copies of any such notice to the Facilitator, at the same time that
notice is given to the other Party. The Parties furthermore agree to provide the Facilitator with
copies or digital scans of all Payable Rent checks, correspondence between the two Parties, and
other documentation relevant to or concerning this Agreement. Such documentation shall be sent
on a yearly basis and upon the request of the Facilitator to such address or electronic mail address
as may be designated by the Facilitator in writing from time to time. Both Parties agree that the
Facilitator shall retain full ownership of, and may reproduce, disclose, or release to the public any
such documents at any time, at the Facilitators sole and absolute discretion.

6. Termination
6a. Either Party may terminate the lease after one year by giving notice to the other Party at least
60 days prior to the date of termination. If no Party gives notice, the lease shall be
automatically renewed for an additional year, and shall continue to be renewed on a yearly
basis unless and until such time as either Party gives notice of at least 60 days prior to the
end of any yearly term. The Sublessor shall give any legally required notices regarding this
automatic renewal to the Sublessee as may be required by the jurisdiction in which this
Agreement was executed. If the Sublessor or Sublessee intends to terminate this Lease at the end
of any one-year term, they shall notify the Facilitator pursuant to Section 5 of this Agreement.
6b. Upon yearly renewal of this Agreement the Total Subleased Premises Rental Rate shall be
adjusted to reflect any changes to the Sublessors Square Foot Rate pursuant to the terms herein.
6c. In consideration of the Sublessors subletting of the Subleased Premises and agreeing to the
Sub-sublease Option herein, the Sublessee agrees to the following: Considering that the Sublessor
has entered into or intends to enter into an agreement with another party (the Additional
Agreement) (the agreement with reference number _________), if the Sublessor intends to
terminate the Additional Agreement pursuant to the terms therein, the Sublessee shall, prior to the
prospective date of termination, offer to enter into an agreement (the Supplemental Agreement)
with the lessor or sublessor of the Additional Agreement. If this offer is accepted, the
Supplemental Agreement shall commence on the date of termination of the Additional
Agreement. The term of the Supplemental Agreement shall be for the remainder of the term of
this Agreement at which time, pursuant to the terms therein, it will be automatically renewed
unless notice is given. The terms of the Supplemental Agreement shall be substantially similar to
the terms of this Agreement, however, the Subleased Premises of the Supplemental Agreement
shall be the location defined in the Additional Agreement.
Both Parties herein agree that this Agreement shall automatically terminate at the same time as
the Additional Agreement. The Sublessor shall give notice to the Sublessee of their intent to
terminate the Additional Agreement at least 60 days prior to the prospective date of termination of
the Additional Agreement. The Sublessor shall also give notice to the Facilitator at least 60 days
prior to the prospective date of termination of the Additional Agreement.
7. Use
Uses Permitted. The Sublessee may occupy and use the premises [select the term that applies,
delete the others: (a) only with the written consent of the Sublessor/ (b) for office use/ (c) for
any lawful purpose/ (d) other please specify purpose and type of use permitted]. The Sublessee
may occupy or use the Subleased Premises in this manner [select the term that applies, delete
the others: (a) during the normal business hours of the Premises/ (b) at any time/ (c) other]. The
Subleased Premises shall be for no other purpose. The Sublessor represents that the Subleased
Premises may lawfully be used for such purpose.
The Sublessor [select the term that applies, delete the others: (a) is not required to keep the
Subleased Premises clear/ (b) is required to keep the Subleased Premises clear/ (c) is required to
keep the Subleased Premises clear upon request of the Lessee with __ days notice/ (d) other-

please specify] for the use of the Sublessee.

It is preferred that the Subleased Premises not be marked within the physical space of the
Premises. The Sublessor will not be required to announce or otherwise make known the presence
of the Subleased Premises.
8. Alterations
The Sublessee shall not, without first obtaining the written consent of the Sublessor, make any
alterations, additions, or improvements, in, to or about the Subleased Premises.
9. Ordinances & Statutes
The Sublessee shall comply with all statutes, ordinances and requirements of all municipal, state
and federal authorities now in force, or that may hereafter be in force, pertaining to the Subleased
Premises, occasioned by or affecting the use by the Lessee.
10. Duties and Performance of Sublessee
The Parties herein agree that the Sublessee shall not be obligated to perform any specific duties in
relation to the Subleased Premises outside of a timely payment of Payable Rent and the adherence
to the terms herein agreed to.
11. Assignment & Subletting
The Sublessee shall not assign this Sublease or sublet any portion of the Subleased Premises
without prior written consent of the Sublessor, except under certain circumstances pursuant to
Section 4 of this Agreement and agreed to herein.
Consent to sublease shall not be unreasonably withheld unless it is based upon refusal by the
Lessor to give consent, in the Lessor's sole judgment. Any such assignment or subletting without
consent shall be void.
12. Indemnification of Sublessor and Facilitator
12a. The Sublessor and its agents shall not be liable for any damage to property entrusted to the
employees of the building, nor for loss or damage to any property by theft or damage, nor from
any injury to or damage to persons or property resulting from any cause whatsoever, unless
caused by or due to the negligence or willful misconduct of the Sublessor, its agents or
employees. The Sublessor shall not be liable for any latent defect in the Subleased Premises or in
the building of which they are a part.
12b. Both Parties shall hold the Facilitator and its agents and commissioners harmless for any
claims arising in any way from this Agreement, the Facilitators role in facilitating it, or the
Facilitators exercise of any rights, options, or provisions contained herein. If any action or
proceeding is brought by reason of any such claim in which the Facilitator is named as a party,
the Sublessee and the Sublessor in equal measure shall defend the Facilitator therein at their

expense by counsel reasonably satisfactory to the Facilitator.

13. Destruction of Subleased Premises
In the event that the building in which the Subleased Premises may be situated is destroyed to an
extent of not less than one-third of the replacement costs thereof, the Lessor or Sublessor may
elect to terminate this Sublease whether the demised Subleased Premises be injured or not. A total
destruction of the building in which the Subleased Premises may be situated shall terminate this
Lease.
14. Sublessors Remedies Upon Default
If the Sublessee defaults in the payment of Payable Rent, or any additional rent, or defaults in the
performance of any of the other covenants or conditions of this Agreement, the Sublessor may
give the Sublessee written notice of such default and if the Sublessee does not cure any such
default within ten (10) business days after the giving of such notice (or, if such other default is of
such a nature that it cannot be completely cured within such period, if the Lessee does not
commence such curing within such ten (10) business days and thereafter proceed with reasonable
diligence and in good faith to cure such default), then the Sublessor may terminate this Sublease
by giving not less than thirty (30) calendar days written notice to the Sublessee. On the date
specified in such notice the term of this Sublease shall terminate, and the Sublessee shall then quit
and surrender the Subleased Premises to the Sublessor, but the Sublessee shall remain liable as
hereinafter provided. If this Sublease shall have been so terminated by the Sublessor, the
Sublessor may at any time thereafter resume possession of the Subleased Premises by any lawful
means and remove the Sublessee or other occupants and their effects. No failure to enforce any
term shall be deemed a waiver
15. Security Deposit
No security deposit shall be required of the Sublessee for the Subleased Premises.
16. Taxes
(a) The Sublessor or their agent, or (b) the Lessor or their agent shall be responsible for paying
any and all applicable taxes on the Subleased Premises.
17. Common Area Expenses, Utilities and Other Expenses
The Sublesee shall not be required to pay for any expenses outside of the agreed upon monthly
Payable Rent. Common area expenses, utilities, maintenance and other expenses shall not be
charged to the Sublessee.
18. Waiver
No failure of the Sublessor, the Sublessee, or the Facilitator to enforce any term of this
Agreement shall be deemed to be a waiver.
19. Heirs, Assigns & Successors

This Agreement is binding upon and inures to the benefit of the heirs, assigns and successors in
interest to the parties.
20. Representation on Authority of Parties/Signatories
Each person signing this Agreement represents and warrants that he or she is duly authorized and
has legal capacity to execute and deliver this Agreement on behalf of their respective corporation,
sole proprietorship, partnership or other entity. Each Party represents and warrants to the other
that the execution and delivery of the Agreement and the performance of such Party's obligations
hereunder have been duly authorized and that the Agreement is a valid and legal agreement
binding on such Party and enforceable in accordance with its terms.
21. Subordination
This Sublease is and shall be subordinated to all existing and future liens and encumbrances
against the property. If any proceedings are brought for foreclosure, or in the event of the exercise
of the power of sale under any mortgage or deed of trust made by the Sublessor covering the
Subleased Premises, the Sublessee shall recognize such purchaser as the Sublessor under this
Sublease.
22. Severability
If any provision of this Agreement is found invalid or unenforceable under judicial decree or
decision, the remainder shall remain valid and enforceable according to its terms. Without
limiting the previous, it is expressly understood and agreed that each and every provision of this
Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of
damages is intended by the Parties to be severable and independent of any other provision and to
be enforced as such. Further, it is expressly understood and agreed that if any remedy under this
Agreement is determined to have failed of its essential purpose, all other limitations of liability
and exclusion of damages set forth in this Agreement shall remain in full force and effect.
23. Governing Law
This Agreement shall be governed by the laws of the State of [State] applicable to Agreements
made and fully performed in [State] by [State] residents.
24. Entire Agreement
The Parties acknowledge that this Agreement expresses their entire understanding and
Agreement, and that there have been no warranties, representations, covenants or understandings
made by either party to the other except such as are expressly set forth in this section. The Parties
further acknowledge that this Agreement supersedes, terminates and otherwise renders null and
void any and all prior Agreements or contracts, whether written or oral, entered into between the
Sublessee and the Sublessor with respect to the matters expressly set forth in this Agreement.

This contract has not been drafted for any particular set of facts. If a person were to
use this form they are advised to seek the help of an attorney. Both Parties have had
an opportunity to consult with an attorney of their choice and at their cost.

Understood, Agreed & Approved

We have carefully reviewed this contract and agree to and accept all of its terms and
conditions. We are executing this Agreement as of the Effective Date above.

Sublessee:

Sublessor:

____________________________________
By

______________________________________
By

____________________________________
Name

______________________________________
Name

____________________________________
Title

______________________________________
Title

____________________________________

______________________________________

Date

Date

Facilitator or Agent:
_______________________________________
By
_______________________________________
Name
_______________________________________
Date