Agreement to Sublease/Sublet

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									This is an agreement made between a sublandlord and a subtenant whereby the
subtenant agrees to sublease certain premises subject to certain conditions and
covenants. This long-form template agreement, as drafted, provides that a head lease
and operations agreement already exist between the head landlord and tenant. This
form contains both standard clauses and opportunities for the use of optional terms and
conditions making it fully customizable to fit the needs of the contracting parties. This
document is useful to landlords or commercial tenants seeking to form a sublease
                          AGREEMENT TO SUBLEASE/SUBLET

THIS SUBLEASE MADE the ______ day of _______________, 2_________


            a corporation incorporated under the laws of the State of _____________

                                                                             (the “Sublandlord”)


            a corporation incorporated under the laws of the State of _____________

                                                                               (the “Subtenant”)

1.     WHEREAS by a lease dated the _____ day of ______________, 2____, between
       _____________________ as Landlord (the “Head Landlord”) and the Sublandlord as
       Tenant, a copy of which is attached hereto as “Schedule A” (the “Head Lease”). The
       Head Landlord did lease to the Sublandlord the land and buildings (the “Premises”)
       known municipally as ___________________________;

2.     WHEREAS the Sublandlord has agreed to sublease to the Subtenant a portion of the
       Premises municipally known as ____________________ including access to Common
       Areas as shown on the sketch attached as Schedule “C” hereto (the “Subpremises”) on
       the terms and conditions contained herein;

3.     AND WHEREAS the consent of the Head Landlord has been obtained pursuant to the
       terms of the Head Lease.

NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained, and of other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged), the parties hereby agree and covenant as follows:

                                  ARTICLE I- INTERPRETATION


In this Agreement, the following terms shall have the meanings set out below unless the context
requires otherwise:
“Sublease” means this Sublease and any amendment, recital, instrument, exhibit or schedule
supplemental or ancillary to this Sublease, and the expressions, “hereof”, “hereto”, “hereunder”,
”hereby” and similar expressions refer to this agreement and not to any particular Section or
other portion of this Sublease.

“Applicable Law” means, with respect to any Person, property, transaction, event or other
matter, any law, rule, statute, regulation, order, judgment, decree, treaty or other requirement
having the force of law in relation or applicable.

“Business Day” means any day, other than Saturday, Sunday or any statutory holiday in the
State of ______________.

“Common Areas” means the various entrances and corridors within the _______________.

“Confidential Information” of a Party means all information (and all documents and other
tangible items which record information, whether on paper, in computer readable format or
otherwise) relating to a Party, the Head Lease or Sublease which, at the time concerned is of a
confidential nature, and is learned by the other Party as a result of the relationship under this
Agreement, but not including any information or documents or other tangible items which at the
time concerned:

       (i)     have become generally available to the public other than as a result of disclosure
by a Party or any of its officers, employees or agents (its “Representatives”); or

        (ii)    were available to a Party or its Representatives on a non-confidential basis prior
to the date of this Agreement.

“Parties” means both parties to this Sublease so long as they remain parties to this Sublease.

“Party” means anyone of the Parties to this Sublease.

“Person” or “person” includes an individual, a corporation, a joint venture, a partnership, a trust
or trustee, an unincorporated organization, the government of a country or any agency of any
such government and words importing persons have a similar meaning.

                                            ARTICLE II


The Parties agree to comply with the provisions of the Operations Agreement entered into by
the Parties and dated the _____ day of _____________, 2______, attached as Schedule “B”
which outlines the terms and conditions for use of the _______________________ including
access to the Common Areas located in an adjacent to the _________________, proportionate
sharing of various operational matters and costs, on the terms and conditions set out therein
and as amended from time to time (“Operations Agreement”).

The Sublandlord hereby demises and subleases the Subpremises to the Subtenant, to have and to
hold the Subpremises (unless sooner terminated pursuant to other provisions hereof), for the
period of _____________ (___) months/years, from and including the _____ day of
___________, 2______ to and including the ____ day of __________, 2_____ (the “Term”).

                                            ARTICLE III


In the event that the Parties agree to enter into a new lease at the end of the Term, the Parties
shall negotiate the new lease or a renewal of the lease in good faith both acting reasonably
having regard for the circumstances.

                                            ARTICLE IV


The Subtenant covenant and agrees to pay during the Term, to the Sublandlord, a monthly rent of
_______________ ($__________) Dollars payable on the _____ day of each and every month
(“Basic Rent”). If the Term ends on any day other than the last day of a month, Basic Rent and
additional rent (the “Additional Rent’), if any, for such fraction of a month shall be adjusted on a
per diem basis, based upon a period of 365 days.

                                            ARTICLE V


The Subtenant agrees to pay to the Sublandlord all amounts in respect of the Subpremises the
Subtenant’s proportionate share of operating costs, all as set out in the Operations Agreement.
The Subtenant covenants and agrees with the Sublandlord to pay to the Sublandlord, at the same
time as Additional Rent is payable hereunder and all applicable taxes presently or hereafter
imposed from time to time upon the Subtenant or in respect of this Sublease and payable on
account of the rental of the Subpremises or the Sublandlord’s receipt of the rents and other
amounts and charges hereunder.

                                            ARTICLE VI


The Subtenant shall have driveway access and parking privileges upon the terms and conditions
as set out in Schedule “D” attached hereto.

                                           ARTICLE VII

The Subtenant covenants with the Sublandlord:

       (a)    to pay Basic Rent and Additional Rent provided herein, as well as any taxes
              imposed thereon, as herein provided;

       (b)    to pay directly to the Head Landlord the costs of any special or additional
              services in respect of the Subpremises;

       (c)    to perform or cause to be performed all of the covenants of the Sublandlord as
              Tenant under the Head Lease relating to the Subpremises, including, without
              limitation, the performance of the Tenant’s repairs therein but excluding the
              obligations of the Sublandlord as to Rent payable as Tenant under the Head
              Lease (the obligations of the Subtenant in that respect being the payment of
              Basic Rent and Additional Rents for the Subpremises as provided herein);

       (d)    not to do or omit to be done any act or thing upon the Subpremises which would
              cause a breach of any of the Sublandord’s obligations as Tenant under the Head

       (e)    not to use the Subpremises or any purpose other than such uses as permitted in
              the Head Lease;

       (f)    at its own expense, to repair and maintain and keep the Subpremises and every
              part thereof and improvements placed therein in good order and condition, and
              promptly make all needed repairs and replacements in accordance with the
              terms of the Head Lease and;

       (g)    not to assign, sublet or part with or share possession of any part of the
              Subpremises or allow the same to be used or occupied by any persons other
              than the Subtenant without the prior consent in writing of the Sublandlord,
              which consent may not be unreasonably withheld, and of the Head Landlord in
              accordance with the provisions of the Head Lease.

                                          ARTICLE VIII


The Subtenant shall take out and keep in force during the Term such insurance policies in respect
of the Subpremises as shall comply with the obligations of the Sublandlord as Tenant under the
Head Lease, and shall be subject to the same obligations and the same limitations of liability
with respect to damage, loss, or injury as set out in the Head Lease. The Subtenant shall name
the Sublandlord and the Head Landlord as additional named insureds, as their interest may
appear, in such insurance policies. The Subtenant shall provide, upon the request of the
Sublandlord, certificates of its insurance policies and shall, throughout the Term, provide
evidence of renewal or replacement of same.
                                          ARTICLE IX


The Sublandlord covenants with the Subtenant:

       (a)    for quite enjoyment;

       (b)    to pay the Rent reserved by the Head Lease;

       (c)    to perform or cause to be performed all of its obligations under the Head Lease
              in respect of the Premises other than the Subpremises; and

       (d)    to enforce, for the benefit of the Subtenant, and other lawful occupants of the
              Subpremises, the obligations of the Head Landlord under the Head Lease with
              the intent that the benefit of such covenants shall be enjoyed by the Subtenant
              and its permitted subtenants and assigns; and, notwithstanding anything else
              herein contained, the obligations of the Sublandlord with respect to the
              covenants and obligations of the Head Landlord are limited to the foregoing.

       (e)    that it shall not assign its rights under the Head Lease without the prior written
              consent of the Subtenant.

                                          ARTICLE X


In the event of damage of destruction to the Subpremises or the building of which the
Subpremises forms a part by any casualty or occurrence:

       (a)    Basic Rent and Additional Rent hereunder shall abate if ant to the extent Rent
              under the Head Lease abates in respect of the Subpremises under the terms of
              the Head Lease;

       (b)    This Sublease shall terminate if the Head Landlord or the Sublandlord shall
              become entitled to terminate and shall terminate the Head Lease; and

       (c)    The Subtenant, if the Subpremises are restored by the Head Landlord in
              accordance with the provisions of the Head Lease, shall perform all of the
              obligations of the Sublandlord with respect to the repair and restoration of the

                                          ARTICLE XI

       (a)     The rights and obligations of the Subtenant with respect to the installation,
               alteration or removal of fixtures and improvements shall be governed by the
               applicable provisions of the Head Lease, it being agreed that all fixtures and
               improvements shall be deemed to comply with the provisions of the Sublease if
               they are made in compliance with the provisions of the Head Lease, and the
               approval of the Head Landlord and the Sublandlord thereto (such approval not
               to be unreasonably withheld) shall have been obtained. The Subtenant shall pay
               all costs and fees chargeable by the Head Landlord under the Head Lease with
               respect to alterations or changes to the Subpremises.

       (b)     At the end of the Term, the Subtenant shall surrender and yield up the
               Subpremises in such state as the Sublandlord is required to surrender and yield
               up the Premises at the end of the term of the Head Lease. Notwithstanding the
               foregoing, the Subtenant shall not be required to restore the Subpremises to its
               original condition as to the commencement of the term of the Head Lease nor to
               remove any leasehold improvements that existed prior to the Term, but shall, at
               the Sublandlord’s option, at the expiration of the Term or earlier termination of
               this Sublease, restore the Subpremises to its original condition as at the
               commencement of the Term and/or remove any leasehold improvements
               installed by or for the Subtenant, subject to the rights of the Head Landlord
               under the Head Lease. The Subtenant’s rights to remove fixtures shall be limited
               to removal of its fixtures and not those of the Sublandlord.

                                           ARTICLE XII


It is understood and agreed that the Subtenant shall accept the Subpremises in an “as is”
condition, and the Subtenant acknowledges that the Sublandlord has made no representations or
warranties with respect to the condition thereof.

                                           ARTICLE XIII
13.1   NOTICE

Any notice, certificate, consent, determination or other communication required or permitted to
be given or made under this Agreement shall be in writing and shall be effectively given if (i)
delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent prepaid by fax or
other similar means of electronic communication, in each case to the following addresses:

       (a)     The Sublandlord at:


              Facsimile: ________________
              Attention: ________________

       (b)    The Subtenant at:



              Attention: ________________
              Facsimile: ________________

Any such communication so given or made shall be deemed to have been given or made and to
have been received on the day of delivery if delivered, or on the day of faxing or sending by
other means of recorded electronic communication, provided that such day in either event is a
business day and the communication is so delivered, faxed or sent prior to 4:30 p.m. on such day.
Otherwise such communication shall be deemed to have been given and made and to have been
received on the next following Business Day. Any such communication sent by mail shall be
deemed to have been given and made to have been received on the fifth (5th) Business Day
following the mailing thereof; provided however that no such communication shall be mailed
during any actual or apprehended disruption of postal services. Any such communication given
or made in any other manner shall be deemed to have been given or made and to have been
received only upon actual receipt. The Sublandlord or Subtenant may from time to time, by
notice in writing to the other, designate another address in the United States as the address to
which notices are to be mailed to it.

                                          ARTICLE XIV


       (a)    The Subtenant acknowledges and agrees that this Sublease is subject to and
              subordinate to its terms of the Head Lease and the Subtenant is subject to all the
              rights and privileges of the Head Landlord under the Head Lease in the same
              manner and to the same extent as the Sublandlord, except as provided herein.

       (b)    Except as herein expressly provided, or as modified by the provision of this
              Sublease, all terms, conditions, covenants and agreements contained in the Head
              Lease shall apply to and be binding upon the parties hereto, and their respective
              successors and permitted assigns, the appropriate changes of reference being
              deemed to have been made (that is, every reference therein to “Landlord” being
              changed on such incorporation to a reference to the Sublandlord, every
              reference to “Tenant” being changed on such incorporation to a reference to the
              Subtenant and every reference to “Premises” being changed on such
              incorporation to a reference to the Subpremises, where the context requires),
              with the intent that such provisions shall govern the relationship in respect of
              such matters as between the Sublandlord and the Subtenant.

       (c)    Capitalized words not otherwise defined herein shall have the meaning ascribed
              to them in the Head Lease.

       (d)    Whenever, under the terms of the Head Lease, the consent or approval of the
              Head Landlord is required, the Subtenant shall be required to obtain both the
              consent or the approval of the Head Landlord and the Sublandlord.

                                         ARTICLE XV


The following are Schedules attached to and incorporated in this Sublease by reference and are
deemed to be an integral party hereof:

       (a)    Schedule A – Head Lease between Head Landlord and Sublandlord;

       (b)    Schedule B – Operations Agreement;

       (c)    Schedule C – Sketch showing location of Sublease Premises, Common Areas and
              Access and Parking; and

       (d)    Schedule D - Subtenant’s Access and Parking.

                                        ARTICLE XVI


       (a)    No right to Renew. The Subtenant acknowledges and agrees that is has no
              rights or options to renew the Term of the Sublease, and that nothing in this
              Sublease shall obligate the Sublandlord to exercise any option to renew, option
              to lease additional space or other discretionary right under the Head Lease.

       (b)    Registration.

              (i)    Neither the Subtenant nor anyone on the Subtenant’s behalf or claiming
                     under the Subtenant (including any Transferee) shall register in full this
                     Sublease or any Transfer against the Lands. The Subtenant may register a
                     notice or caveat of this Sublease provided that a copy of the Sublease is
                     not attached.

              (ii)   Upon the expiration or earlier termination of the Term, the Tenant shall
                     immediately discharge or otherwise vacate any such notice or caveat.
(c)   Force Majeure. Notwithstanding any other provision contained herein, in the
      event that either the Sublandlord or the Subtenant should be delayed, hindered
      or prevented from the performance of any act required hereunder by reason of
      any unavoidable delay, including strikes, lockouts, unavailability of materials,
      inclement weather, acts of God or any other cause beyond its reasonable care
      and control, but not including insolvency or lack of funds, then performance of
      such act shall be postponed for a period of time equivalent to the time lost by
      reason of such delay. The provisions of this Section 17.1(c) shall not under any
      circumstances operate to excuse the Tenant from prompt payment of Rent
      and/or any other charges payable under this Sublease.

(d)   Time of Essence. Time shall be of the essence of this Sublease in all respects.

(e)   Further Assurances. Each Party shall, promptly do, execute, deliver or cause to
      be done, executed and delivered all further acts, documents and things in
      connection with this Sublease that the other Parties may require, for the
      purposes of giving effect to this Sublease.

(f)   Entire Agreement. The sublease (together with all other agreements or
      documents executed by the parties contemplated by this Agreement) constitutes
      the entire sublease among the Parties pertaining to the subject matter of this
      Sublease and such other agreements and documents and supersedes all prior
      agreements, understandings, negotiations and discussions, whether oral or
      written including, without limitation, any confidentiality agreements which may
      have been entered into among the Parties prior to the date hereof. There are no
      conditions, warranties, representations or other agreements among the Parties
      in connection with the subject matter of this Sublease (whether oral or written,
      express or implied, statutory or otherwise) except as specifically set out in this
      Sublease or in such other agreements and documents.

(g)   Further Assurances. The Sublandlord and the Subtenant hereby agree, from
      time to time and at any time hereafter, to execute such further assurances as
      may be necessary or desirable to more effectively sublease the interests of the
      Sublandlord in the Head Lease together with all benefits and advantages to be
      derived there from and to carry out the true intention of this Sublease.

(h)   Examination by Subtenant. The submission of this Sublease for examination by
      the Subtenant, whether or not executed by the Sublandlord, shall not constitute
      an offer or agreement, and there shall be no obligation on the part of the
      Sublandlord to the Subtenant hereunder until the Sublease has been fully
      executed and delivered by both the Sublandlord and the Subtenant.

(i)   Number, Gender, Effect of Headings. Unless the context otherwise required,
      words importing the singular in number only shall include the plural and vice
      versa, words importing the use of general shall include the masculine, feminine
             and neutral genders, and words importing persons shall include individuals,
             corporations, governmental bodies and other legal or business entities. The
             division of this Sublease into Articles and Sections and the insertion of headings
             are for convenience or reference only, and shall not affect the construction or
             interpretation of this Sublease.

      (j)    Severability. Any provision of this Agreement which, as it may relate to a Party,
             is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be
             ineffective to the extent of such prohibition or unenforceability and shall be
             severed from the balance of this Agreement, all without affecting the remaining
             provisions in this Agreement or affecting the validity or enforceability of such
             provision in any other jurisdiction.

      (k)    Counterparts. This Sublease may be executed by the parties hereto in separate
             counterparts, each of which so executed shall be deemed to be an original. Such
             counterparts together shall constitute one, and the same instrument and,
             notwithstanding the date of execution, shall be deemed to bear the effective
             date set forth above.

      (l)    Delivery by Facsimile. Delivery of an executed copy of a signature page to this
             Sublease by facsimile transmission shall be effective as delivery as of an original
             executed copy of this Sublease, and each party hereto undertakes to provide
             each other party with a copy of the Sublease bearing original signatures
             forthwith upon demand.

      (m)    Successors and Assigns. The rights and liabilities of the parties shall inure to the
             benefit of their respective legal representatives, heirs, executors, administrators,
             successors and permitted assigns, as the case may be.

      (n)    Confidentiality. Each party shall (and shall cause each of its officers, employees
             and agents) to hold in strictest confidence and not use in any manner
             whatsoever, other than as expressly contemplated by this Agreement, any
             Confidential Information (as defined herein) of the other Parties or relating to
             the Sublease. This provision shall not apply to the disclosure of any Confidential
             Information where such disclosure is required by Applicable Law.

      (o)    Governing Law. This Agreement shall be governed by and construed in
             accordance with the laws of the State of _____________ applicable in that State.

IN WITNESS WHEREOF the parties hereto have executed this Sublease as of the date first
appearing above.

I have authority to bind the Company.


I have authority to bind the Company.
                 SCHEDULE “A”

Copy of Lease between Head Landlord and Sublandlord
      SCHEDULE “B”

Copy of Operations Agreement
                              SCHEDULE “C”

Sketch showing location of Sublease Premises, Common Areas, Access and Parking
      SCHEDULE “D”

Subtenant’s Access and Parking

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