THIS LEASE (this "Lease") is dated as of ______________________ (hereinafter, the "Effective Date")
BETWEEN:
_________ of _________
(the "Landlord")
OF THE FIRST PART
AND
_________ of _________
(the "Tenant")
OF THE SECOND PART
IN CONSIDERATION received from the Landlord for leasing certain premises to the Tenant, and the mutual benefits and obligations outlined in this Lease, the Parties to this agreement (referred to as the "Parties") hereby agree to the following terms:
Intent of Lease
1. The Parties to this Lease mutually agree that the rent for this Lease will be based on a gross rent structure, wherein the Tenant will be responsible for paying the Base Rent and any Additional Rent, while the Landlord will bear the responsibility for all other service charges associated with the Premises and the operation of the Building, unless otherwise specified in this Lease.
2. The Landlord agrees to lease to the Tenant the office area referred by the municipality as _________, England (the "Premises"), and which encompasses a Lettable Area of _________ square metres.
3. The Premises shall be utilized solely for the following permitted use: ______________________________________________________________________
__________________________________________________ (the "Permitted Use").
4. As long as the Tenant, or an assignee or subtenant approved by the Landlord, is using and occupying the Premises for the Permitted Use and is not in default under the Lease, the Landlord agrees not to lease any space in the Building to any tenant whose primary business involves the provision of the following services: ______________________________________________________________________
______________________________________________________________________
5. The lease term shall start on _________ at 12:00 noon and shall terminate on _________ at 12:00 noon (the 'Term').
6. The Landlord has the right to terminate the tenancy under this Lease by giving the right number of days notice as required by the law of England if the Tenant fails to observe, perform, and keep any of the covenants, agreements, stipulations, obligations, conditions, or other provisions of this Lease. However, if the Tenant persists in such default beyond the stipulated number of days' notice, the Landlord may terminate the tenancy without further notice.
7. The Parties have agreed that sections 24 to 28 of the Landlord and Tenant Act 1954 do not apply to this Lease.
8. The Landlord has served upon the Tenant a notice in the form, or substantially in the form, prescribed by Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 ("the Order").
9. The Tenant has met the requirements of Schedule 2 to the Order by the submission of the prescribed declaration in the form, or substantially in the form, set out in Schedule 2 to the Order.
10. The Tenant shall pay the Base Rent of £_________, payable per month, for the Premises (the "Base Rent"), without any deduction, abatement, or setoff, subject to the terms of this Lease. The Tenant shall also be responsible for any taxes or fees related to its business.
11. The Tenant will pay the Base Rent on or before the 1st of each and every month of the Term to the Landlord.
12. The Tenant will indemnify the Landlord for all taxes and fees related to the Premises, including appeal costs.
13. All amounts payable by the Tenant under this Lease are exclusive of any Value Added Tax (VAT) that may be payable from time to time, and the Tenant pays any VAT the Landlord can't recover from HM Revenue and Customs.
14. The Landlord retains the right to collect the full amount owed, even if they accept a partial payment from the tenant.
15. If this Lease exceeds five years, the Landlord and Tenant will review the Base Rent every five years, effective at the start of each new five-year period.
16. For any rent review, the Base Rent shall be adjusted to the greater of the immediate preceding Base Rent and the prevailing Open Market Rent.
17. The rent review will assume that:
a. the Premises are in a condition suitable for a tenant to occupy.
b. the Premises can be legally rented for the Permitted Use.
c. the Landlord and Tenant have fulfilled their obligations under this Lease.
d. If any damage or destruction has occurred to the Premises, it has been fully repaired.
18. The rent review will disregard:
a. the fact that the Tenant or any previous tenant has occupied the Premises.
b. any goodwill associated with the Premises due to the Tenant's occupation.
c. any work done to the Premises that was not required by this Lease.
d. any activities on, or work done to, any adjoining premises.
19. If the Parties disagree on the new Base Rent, either may request the Royal Institution of Chartered Surveyors president to appoint an arbitrator to determine the Open Market Rent,in arbitration conducted in accordance with the Arbitration Act 1996, binding on both parties.
20. If the arbitrator is incapable or unwilling to act, either party may request the President of the Royal Institution of Chartered Surveyors to appoint a replacement.
21. The results of the rent review will be recorded in a memorandum that both the Landlord and Tenant will sign.
22. The Tenant is obliged to fully equip, furnish, staff, and open the entire Premises for public business on the agreed-upon start date of the lease and continuously use and occupy the entire Premises for its business operations throughout the lease term. The Tenant is required to operate its business in a reputable manner on the days and during the hours of business specified by the Landlord.
23. The Tenant agrees to comply with all applicable laws, regulations, and rules set forth by any governmental or regulatory body, whether federal, state, municipal, or otherwise, in relation to the operation of its business on the Premises. The Tenant further agrees not to engage in any activity on or in the Premises that violates any of these laws or regulations.
24. The Tenant agrees to operate and conduct its business on the Premises in compliance with all applicable statutes, including any subordinate legislation currently in force or that may come into force in the future, and any regulations, rules, or orders issued by any government department, local authority, public or competent authority, or court of competent jurisdiction. The Tenant also agrees to comply with any requirements of the insurers relating to the use, occupancy, and enjoyment of the Building, including adhering to proper health and safety practices recommended by all appropriate authorities.
25. As long as the Tenant or an approved assignee/subtenant occupies the Premises for the Permitted Use and complies with the Lease, the Landlord won't lease space in the Building to tenants competing with the Tenant's primary business, the services of: _________.
Quiet Enjoyment
26. The Landlord promises that as long as the Tenant fulfils their obligations under this Lease, such as paying rent and complying with the terms of the lease, the Tenant will be able to use and enjoy the Premises without any interference or disturbance from the Landlord.
Distress
27. If the Tenant defaults on rent, the Landlord may use the commercial rent arrears recovery (the "CRAR") procedure set out in Schedule 12 (Taking control of goods) of the Tribunals, Courts and Enforcement Act 2007 to have an enforcement agent use its enforcement power to seize and sell the Tenant's goods to recover the outstanding amount.
28. If the Tenant occupies the Premises after the Lease ends without the Landlord's consent, the Tenant will be a month-to-month tenant subject to all of the provisions of this Lease insofar as they are applicable to a month-to-month tenancy, shall continue to apply, and no tenancy from year to year shall be implied by law.
Additional Rights on Reentry
29. If the Landlord re-enters the Premises or terminates this Lease, then:
a. Even if the lease is terminated and the term becomes forfeited and void, the provisions of the lease that describe the consequences of termination will still apply.
b. If the Landlord removes the Tenant's property, they may store it at a public warehouse or a place of their choosing, at the Tenant's expense. If the Landlord deems it not worth storing the property, they may dispose of it as they see fit, using the funds towards any Tenant indebtedness. The Landlord is not liable for the disposal, but must provide any remaining proceeds to the Tenant after storage and debts are paid.
c. The Landlord has the right to relet the Premises or a portion of the Premises for a term that may be shorter or longer than the remaining Term, and may offer reasonable concessions as part of the reletting process, which may include alterations or improvements to the Premises.
d. The Tenant will pay the Landlord on demand:
i. all rent, additional rent, and any other amounts owed under the Lease up to the time of reentry or termination, whichever occurs later.
ii. reasonable expenses incurred or to be incurred by the Landlord in connection with the reentry, termination, reletting, collection of amounts due or payable by the Tenant, seizure, and sale of assets, and any other actions taken by the Landlord as a result of the Tenant's default under this Lease. These expenses shall include but are not limited to, brokerage fees and expenses, legal fees and disbursements, and the expenses of keeping the Premises in good order, repairing them, and preparing them for reletting.
iii. as liquidated damages, an amount equivalent to the expected loss of rent and other income that the Landlord would have received from the unexpired portion of the Term, if the Lease had not been terminated. The Landlord may opt to receive this amount either:
I. an amount calculated by the Landlord, based on the present worth of all Base Rent and estimated Additional Rent that would have been payable during the unexpired portion of the Term, discounted at a _________% per annum interest rate. The Landlord may use reasonable estimates of when any such other amounts would have become payable and may make such other assumptions of the facts as may be reasonable in the circumstances.
II. an amount equal to the Base Rent and estimated Additional Rent for a period of six (6) months.
30. The Tenant is not responsible for obtaining insurance coverage for any damage or loss to the Landlord's contents and furnishings in or about the Premises. The Tenant assumes no liability for any such loss.
31. The Tenant is not responsible for obtaining insurance coverage for the Premises against damage or loss to the structure, mechanical or improvements to the Building, and the Tenant holds no liability for any such loss.
32. The Tenant is not responsible for obtaining liability insurance for the Premises and will not be held liable for any loss resulting from the lack of such insurance.
Abandonment
33. If at any time during the Term, the Tenant abandons the Premises or any part of the Premises, the Landlord may, at its option, enter the Premises by any means without being liable for any prosecution for such entering, and without becoming liable to the Tenant for damages or for any payment of any kind whatever, and may, at the Landlord's discretion, as agent for the Tenant, relet the Premises, or any part of the Premises, for the whole or any part of the then unexpired Term, and may receive and collect all rent payable by virtue of such reletting, and, at the Landlord's option, hold the Tenant liable for any difference between the Rent that would have been payable under this Lease during the balance of the unexpired Term, if this Lease had continued in force, and the net rent for such period realised by the Landlord by means of the reletting. If the Landlord's right of reentry is exercised following abandonment of the premises by the Tenant, then the Landlord may consider any personal property belonging to the Tenant and left on the Premises to also have been abandoned, in which case the Landlord may dispose of all such personal property in any manner the Landlord will deem proper in compliance with the Torts (Interference with Goods) Act 1977 and is relieved of all liability for doing so.
Governing Law
34. This Agreement will be construed in accordance with and governed by the laws of England and the Parties submit to the exclusive jurisdiction of the English Courts.
Severability
35. The Parties to this Lease acknowledge that the applicable legislation of England (the 'Act') may take precedence over any provision of this Lease. In the event of a conflict between any provision of this Lease and the Act, the Act will prevail, and the provision of the Lease in conflict will be amended or deleted as necessary to comply with the Act. Furthermore, any provisions required by the Act will be incorporated into this Lease.
Assignment and Subletting
36. The Tenant shall not assign, sublet, or grant any license of the Premises. Any such assignment, subletting, concession, or license, whether by operation of law or otherwise, shall be void and may, at the Landlord's option, result in the termination of this Lease.
Bulk Sale
37. Before conducting any bulk sale of goods and assets, the Tenant must obtain the Landlord's written consent. The Landlord may not unreasonably withhold their consent if the Tenant and the Purchaser can provide the Landlord with assurances, in a form satisfactory to the Landlord, that the Tenant's obligations under this Lease will continue to be performed and respected in a manner satisfactory to the Landlord after the completion of the bulk sale.
38. The Tenant is required to promptly inform the Landlord of any damage or situation that could significantly disrupt the normal use of the Premises.
39. The Tenant shall refrain from creating or permitting any noise or nuisance that would reasonably disrupt the comfort or convenience of other tenants, as determined by the Landlord.
40. The Tenant is prohibited from participating in any unlawful business or conduct in or around the Premises.
41. The Landlord and Tenant are obliged to adhere to all laws and regulations pertaining to health, sanitation, fire safety, housing, and general safety standards.
Surrender of Premises
42. The Tenant shall vacate and return the Premises to the Landlord at the expiration of the lease term in the same good state and condition as they were at the start of this Lease, except for reasonable wear and tear and damages caused by natural elements.
Hazardous Materials
43. The Tenant is prohibited from keeping or storing any items or materials on the Premises that are hazardous, flammable, explosive, or may significantly increase the risk of fire on the Premises or that may be deemed hazardous by any reputable insurance company. However, if it is necessary for the proper functioning of the business, the tenant may store hazardous materials as long as the Tenant is responsible for adhering to all laws, regulations, and rules concerning dangerous, flammable, or explosive materials and environmental protection. The Tenant shall:
a. Comply with any applicable laws, regulations, rules, or government authorities, with the Landlord's approval and at its own expense.
b. Promptly notify the Landlord in writing of any discharge or release of such materials in or around the Premises.
c. Repair any damage resulting from such discharge or release in or around the Premises, with the Landlord's approval.
d. At its own cost, obtain a report from an independent consultant verifying the removal or compliance with such materials if requested by the Landlord.
Rules and Regulations
44. The Tenant agrees to abide by all regulations and guidelines posted by the Landlord with regard to the use and maintenance of the Building, car park, and other communal facilities provided for the Tenant's use on the Premises.
General Provisions
45. The Landlord's waiver of any failure by the Tenant to perform or observe the provisions of this Lease will not act as a waiver of the Landlord's rights under this Lease with respect to any future defaults, breaches, or nonperformance. Such waiver will not impede or alter the Landlord's rights concerning any future defaults or breaches in any way.
46. This Lease will remain in effect and be legally binding on and beneficial to the respective heirs, executors, administrators, successors and assigns of each party to this Lease. All obligations and promises contained in this Lease shall be considered as fundamental terms of this Lease.
47. Any amounts due from the Tenant to the Landlord under this Lease will be considered as Additional Rent and can be collected by the Landlord as unpaid rent.
48. If there are multiple Tenants executing this Lease, all of them will be jointly and severally liable for each other's acts, omissions, and liabilities under this Lease.
49. Time is of the essence in this Lease.
50. This Lease represents the complete agreement between the Landlord and the Tenant. No previous understandings or representations of any kind made before the date of this Lease will be binding on either party except as incorporated into this Lease. Specifically, no implied warranties of the Landlord outside of this Lease will be considered.
51. The provisions of Section 196 of the Law of Property Act 1925, as amended by the Recorded Delivery Services Act 1962, will apply to the delivery and service of all notices and other communications pursuant to this Lease.
52. The Parties do not intend for any term of this Lease to confer rights on third parties according to the Contracts (Rights of Third Parties) Act 1999.
53. The Tenant shall be responsible for paying all stamp duty land tax on this Lease and any amending document.
IN WITNESS WHEREOF This Lease has been executed by the Parties on this ________ day of ________________, ________, by affixing their signatures under hand and seal, or by a duly authorised officer under seal executed as a deed.
| | |
| ______________________________ | |
| (Signature of Witness) | ______________________________ |
| | _________ (Landlord) |
| ______________________________ | |
| (Print Name) | |
| | |
| ______________________________ | |
| (Signature of Witness) | ______________________________ |
| | _________ (Tenant) |
| ______________________________ | |
| (Print Name) | |
