Sublease Letter of Intent

SUBLEASE LETTER OF INTENT

This Sublease Letter of Intent (the "Letter") is made and entered into as of by and between Prime Tenant: , an organized under the laws of with a principal address at ; and Proposed Subtenant: , an organized under the laws of with a principal address at .

Recitals

WHEREAS, Prime Tenant is the tenant under a lease (the "Prime Lease") between Prime Tenant and Landlord for the premises commonly known as (the "Premises"); and

WHEREAS, Prime Tenant desires to sublease, and Proposed Subtenant desires to sublease, a portion or all of the Premises on the general terms and conditions set forth herein, subject to obtaining Landlord's written consent where required; and

WHEREAS, the parties desire to set forth the principal business and economic terms that will be incorporated into a definitive Sublease Agreement (the "Sublease").

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Premises

The Premises to be sublet under the Sublease shall consist of approximately square feet of rentable area described as , subject to exact measurement and the Prime Lease.

2. Term

The Sublease term shall commence on and shall expire on , unless earlier terminated in accordance with the Sublease. Time is of the essence with respect to any dates specified.

3. Rent and Additional Charges

Proposed base rent shall be per month, payable in advance on the first day of each month, subject to customary late fees and interest as provided in the Sublease. Subtenant shall also pay its proportionate share of operating expenses, utilities, taxes and insurance (collectively "Additional Charges") allocable to the Premises as specified in the Sublease.

4. Security Deposit and Prepayments

Subtenant shall deposit with Prime Tenant a security deposit in the amount of . Any such deposit and any prepaid rent shall be treated in accordance with the terms of the Sublease and may be applied to cure defaults or to remedy damage to the Premises.

5. Use

The Premises shall be used for and for no other purpose without Prime Tenant's and Landlord's prior written consent. Subtenant shall comply with all applicable laws, codes and the terms of the Prime Lease with respect to use of the Premises.

6. Condition, Maintenance and Repairs

Subtenant shall accept the Premises in its then existing condition, subject to any agreed work to be completed by Prime Tenant as set forth in the Sublease. Subtenant shall be responsible for ordinary maintenance and for repair of any damage caused by Subtenant, its agents or invitees, and shall not commit waste. Major structural repairs shall remain the obligation of Prime Tenant or Landlord as between them.

7. Alterations and Improvements

Subtenant shall not make any material alterations or improvements to the Premises without Prime Tenant's prior written consent and, where required, Landlord's consent. Any permitted alterations shall be performed at Subtenant's expense in a good and workmanlike manner and, unless otherwise agreed, Subtenant shall remove trade fixtures and shall restore the Premises to original condition upon expiration of the Sublease.

8. Landlord Consent

This Letter and the parties' obligations hereunder are expressly conditioned upon Prime Tenant's obtaining Landlord's written consent to the Sublease, on terms acceptable to Prime Tenant in its sole discretion. If Landlord's consent is not obtained within days after execution of this Letter, either party may terminate this Letter by written notice to the other.

9. Brokers

Each party represents that it has engaged no broker or agent in connection with the transactions contemplated by this Letter except as set forth below. Any commission or fee payable to a broker shall be paid by the party that engaged such broker, unless otherwise agreed in writing.

10. Default and Remedies

In the event of a material default by a party under the Sublease, the non-defaulting party shall have all remedies available at law or in equity, subject to any limitations set forth in the Prime Lease or Sublease. The parties acknowledge that monetary damages may be inadequate and that injunctive relief may be an appropriate remedy.

11. Confidentiality; Binding Provisions

Except as required by law or court order, the parties agree to keep the terms of this Letter and all non-public information exchanged in connection herewith confidential. Notwithstanding anything to the contrary in this Letter, the parties agree that Sections 11 (Confidentiality), 13 (Notices), and this sentence regarding binding effect shall be binding and enforceable. All other provisions of this Letter are intended solely as a non-binding expression of the parties' present intention and are subject to negotiation and execution of a definitive Sublease.

12. Expenses

Each party shall bear its own costs and expenses incurred in connection with the negotiation and preparation of the Sublease and associated documents, except that any agreed-upon broker fees or costs expressly assumed in the Sublease shall be paid as provided therein.

13. Notices

Notices to Prime Tenant

Notices to Subtenant

Notices to Landlord (if applicable)

Notices shall be given in writing and shall be effective when delivered personally, sent by nationally recognized overnight courier, or deposited with first class mail, postage prepaid, as provided in the Sublease.

14. Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

15. Entire Agreement; Severability

This Letter contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations and understandings. If any provision of this Letter is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

16. Amendments; Waiver; Counterparts

This Letter may be amended or modified only by a written instrument signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Letter may be executed in counterparts, each of which shall be deemed an original.

17. Special Provisions

The parties acknowledge that this Letter is intended to record the principal terms of the proposed Sublease and that neither party shall have any obligation with respect to the Sublease except as expressly set forth in a definitive written Sublease executed by the parties and, with respect to matters requiring consent, by Landlord. Notwithstanding the foregoing, the confidentiality and notices provisions herein shall be binding as provided above.

Sign Now