This is an agreement between a landlord and a sub-lessee of a tenant whereby the
landlord acknowledges the sub-lessee’s presence on the property. Sub-leasing property
can be a tricky endeavor, especially when the original lease agreement restricts sub-
leasing or requires the landlord’s written consent to the sub-lease. Under this
agreement, the landlord acknowledges the sub-lessee’s presence on the premises and
the sub-lessee agrees to be bound by the original lease agreement. This agreement is
ideal for individuals or small businesses that want to formalize a sub-lease agreement
with the landlord of the property.
THIS ATTORNMENT AGREEMENT (hereinafter referred to as the “Agreement”) is hereby
made and entered as of ____________________ [Instructions: Insert the date of this
agreement] by and between ____________________ [Instructions: Insert the name of the
Landlord] (hereinafter referred to as the “Lessor”), ________________________________
[Instructions: Insert the address of the Landlord] and ____________________ [Instructions:
Insert the name of the Sublessee] (hereinafter referred to as the “Sublesse”),
________________________________. [Instructions: Insert the address of the Sublesse]
WHEREAS, Lessor is the landlord of a certain building and land located
at ________________________________ [Instructions: Insert the address of the property
subject to this agreement] a description of said premises (hereinafter referred to as the
WHEREAS, Lessor has leased the Premises, by a certain Lease Agreement dated as of
____________________ [Instructions: Insert the date of the original lease agreement
between the original tenant and the Landlord] hereinafter called the Prime Lease
Agreement, to ___________________ [Instructions: Insert the name of the original tenant]
(hereinafter referred to as the “Lessee”); and
WHEREAS, a copy of the Prime Lease Agreement is attached to this Agreement as
Exhibit A and made a part of this Agreement; and
WHEREAS, Lessee and Sublessee are about to enter into a Sublease Agreement of a part of
the building at ________________________________ [Instructions: Insert the address of the
property subject to this agreement] and said Sublease Agreement being for a term
of _________ [Instructions: Insert the length of the Sublease Agreement] unless earlier
terminated as provided in the Sublease Agreement;
WHEREAS, a copy of the Sublease Agreement is attached to this Agreement as Exhibit B, and
made a part of this Agreement; and
WHEREAS, the parties to this Agreement are desirous of assuring the possession of Sublessee
of that part of the Building on the terms and conditions described in the Sublease Agreement for
the full balance of the term of the Sublease Agreement regardless of a termination of the Prime
Lease Agreement, unless the termination of the Prime Lease Agreement results from
condemnation or other catastrophe; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1. CONSENT OF LESSOR
Lessor consents to the subleasing of that part of the Premises described in the Sublease
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2. CONTINUATION OF SUBLEASE AFTER TERMINATION OF PRIME LEASE
If the Prime Lease Agreement terminates before the expiration of the then current term, unless
the termination results from condemnation or other catastrophe, the Sublease Agreement, if then
in existence, shall continue with the same force and effect as if Lessor and Sublessee had entered
into a lease agreement for a term equal to the then unexpired term of the Sublease Agreement, as
of the termination of the Prime Lease Agreement, containing the same terms, conditions, and
covenants as those contained in the Sublease Agreement, including the rights of renewal.
3. ATTORNMENT OF SUBLESSEE TO LESSOR
From and after the termination of the Prime Lease Agreement and if Sublessee's right of
possession shall be preserved:
A. The Sublessee will attorn as Tenant to Lessor, and Lessor will accept such attornment.
B. Lessor will have the same remedies by entry, action, or otherwise for the nonperformance
of any Agreement contained in the Sublease Agreement for the recovery of rent, the
doing of any waste, or any cause of forfeiture as Lessee had or would have had if the
Prime Lease Agreement had not been terminated.
C. After the attornment, Sublessee shall have the same remedies against Lessor for the
breach of any Agreement contained in the Sublease Agreement that Sublessee might have
had against Lessee if the prime lease Agreement had not been terminated, provided,
however, that Lessor shall not be subject to any offsets or defenses that Sublessee might
have against Lessee, Lessor shall not be liable for any act or omission of Lessee, and
Lessor shall not be bound by any rent or additional rent that Sublessee might have paid in
advance to Lessee.
D. Lessor and Sublessee will enter into a Supplemental Agreement containing the same
terms and conditions as those contained in the Sublease Agreement with such changes as
may be necessary by reason of the substitution of Lessor in the place of Lessee, except
that Lessor shall have such reasonable time as may be necessary to complete
the Building, subject to delays that may be caused by strikes, acts of God, and other
contingencies beyond the control of Lessor.
4. FAILURE OF LESSEE TO RENEW PRIME LEASE
A. If the rights of renewal given to Sublessee in the Sublease Agreement are rendered
ineffectual by the failure of Lessee or its successors or assigns to exercise the right of
renewal given in the Prime Lease Agreement, Sublessee may, subject to the conditions
and limitations set forth in this Agreement, give notice and obtain a lease agreement of
the character referred to in this Section.
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B. If the right of renewal contained in the prime lease Agreement is allowed to lapse,
Sublessee may, within _______ [Instructions: Insert the number of days notice
required] days after the lapse, notify Lessor of Sublessee's election to enter into a lease
Agreement with Lessor. As soon as possible, Lessor and Sublessee then will enter into a
form of lease Agreement that Sublessee would have been entitled to obtain from the then
holder of Lessee's interest in the prime lease Agreement if the lapsed right of renewal in
the Prime Lease Agreement and Sublessee's right of renewal in the Sublease Agreement
had been seasonably exercised.
C. The form of lease agreement and agreement that Sublessee may obtain under this Section
shall be based on the Sublease Agreement as presently drafted, with any changes that
may be necessary by reason of the substitution of Lessor in place of Lessee and shall not
be affected by any subsequent modification.
D. Sublessee shall have no rights under this section if it shall fail to give the above-stated
notice within the requisite period.
E. The rights under this Section shall inure only to Sublessee or any subsidiary of, or
corporations controlled by Sublessee, including a corporation into or with which
Sublessee may be merged or consolidated, provided, however, the rights under this
section shall not inure to any other assignee of the Sublease Agreement.
5. SALE BY LESSOR
Lessor, as used in this instrument, signifies only the owner for the time being of the Premises. In
the event of any sale of the Premises, the owner shall be and is entirely freed and relieved of all
covenants and obligations of Lessor under this Agreement, provided, however, the provisions of
this Agreement shall bind any subsequent owner of the Premises.
6. DEFAULT BY LESSEE
If any defaults are made by Lessee under the Prime Lease Agreement, Lessor agrees, subject to
the conditions of this Agreement that Sublessee may, but shall not be obligated to, make
payments to cure the default. Lessor agrees to accept any sums so tendered if tendered prior to
the expiration of any grace period, provided, however, that Lessor shall not be obligated to
accept any payments that would have the effect of waiving any claim for damages that Lessor
may, at any time, have against Lessee or its successors in interest unless the payment by
Sublessee is of the entire amount of the claim for damages then or later to accrue.
7. AGREEMENTS BETWEEN LESSEE AND SUBLESSEE
Sublessee or its successors or assigns may not enter into any Agreement that modifies,
surrenders, or merges the Sublease Agreement. Agreements made in contravention of the
provisions of this section have no force or effect as to Lessor.
8. LIABILITY IMPOSED BY LESSOR
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If any lease agreement or tenancy comes into existence between Lessor and Sublessee, pursuant
to the provisions of this Agreement, the provisions of this Agreement apply to any liability
imposed by Lessor by reason of any such lease agreement or tenancy.
9. MODIFICATION OF PRIME LEASE
Nothing contained in this Agreement shall be construed as to modify any of the provisions of the
Prime Lease Agreement as between Lessor and Lessee or to waive any rights that Lessor may
now or later have against Lessee by reason of the Prime Lease Agreement.
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the
validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.
11. NO WAIVER
The failure of either party to this Agreement to insist upon the performance of any of the terms
and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions
of this Agreement, shall not be construed as subsequently waiving any such terms and
conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
12. GOVERNING LAW
This Agreement shall be governed by, construed, and enforced in accordance with the laws of
the State of ______________________. [Instructions: Insert the state’s laws that will govern
Unless provided herein to the contrary, any notice provided for or concerning this Agreement
shall be in writing and shall be deemed sufficiently given when sent by certified or registered
mail if sent to the respective address of each party as set forth at the beginning of this
14. ATTORNEY’S FEES
In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the
action shall pay to the successful party, in addition to all the sums that either party may be called
on to pay, a reasonable sum for the successful party's attorney fees.
15. MANDATORY ARBITRATION
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Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this
Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the
parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators
shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The
arbitration shall be governed by the rules of the American Arbitration Association then in force
16. ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
17. MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
18. ASSIGNMENT OF RIGHTS
The rights of each party under this Agreement are personal to that party and may not be assigned
or transferred to any other person, firm, corporation, or other entity without the prior, express,
and written consent of the other party.
This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute but one and the same instrument.
20. COMPLIANCE WITH LAWS
In performing under this Agreement, all applicable governmental laws, regulations, orders, and
other rules of duly-constituted authority will be followed and complied with in all respects by
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
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PRIMARY LEASE AGREEMENT
[Instructions: Attach the primary lease agreement between the original tenant and the
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[Instructions: Attach the sublease agreement between the original tenant and the sub-
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