Non-Residential Property Sublease Agreement

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Non-Residential Property Sublease Agreement 

No. __

   

1. SUBJECT OF AGREEMENT AND GENERAL CONDITIONS

1.1. The Lessor shall assign a part of the non-residential property for temporary ownership and use to the Sub-Lessee. The non-residential property’s cadastral number is __________ , with a total area of __________  m2 located at: __________  (hereinafter – the “Premise”) to use it as an office.

The Premise numbering applied by the Lessor corresponds to the Premise No. 11л under the premise layout. 

The Premise layout is specified in the Appendix 1 hereto being an integral part hereof.

1.2. The Premise belongs to the Lessor on a leasehold basis under the Lease Agreement No. __________ concluded between the Lessor and __________ LLC which owns the Premise (Certificate of State Registration of Title __________ (hereinafter – the “Owner”), for the term from __________.

The assignment of the premise in sub-lease hereunder is conducted by the Lessor based on the written consent from the Premise Owner.

1.3. The Lessor shall forfeit its right to dispose of and use the Premise for the whole validity period hereof. During the validity hereof the Lessor shall not assign the premise in ownership and (or) use to the third persons.

Lessor’s reorganization as well as any change of the Premise shall not make the basis for change or termination hereof.

1.4. The Lessor shall guarantee availability of all the required rights and power to conclude this Agreement as well as that the Premise assigned in sub-lease is not encumbered by the third persons’ rights, i.e. is not a pledged property, is not arrested, there are no circumstances preventing from concluding and performance hereof.

1.5. Transfer of the Premise to the Sub-Lessee shall be performed by the Lessor under the Delivery and Acceptance Certificate.

 1.6. The Premise transfer to the Lessor after termination hereof or pre-term termination (refusal to perform) of the Agreement shall be performed by the Sub-Lessee under the Delivery and Acceptance Certificate.

1.7. The Lessor shall undertake to render services of the Cabinet Lounge business club (hereinafter – the Club), located at the address: __________  for the whole validity period hereof. The list of services is specified in the Appendix 2 hereto.

2. LIABILITIES AND RIGHTS OF THE PARTIES

2.1. The Lessor shall: 

2.1.1. Assign the Premise for the temporary ownership and use to the Sub-Lessee which complies with the terms and conditions hereof in a technically sound state making it usable by the Sub-Lessee pursuant hereto, under the Delivery and Acceptance Certificate on or prior to «01» April 2015 provided the Sub-Lessee has paid the security deposit in compliance with clause 3.2 hereof.

2.1.2. Provide an access to the Leased Premise to the employees, vehicles, visitors of the Sub-Lessee provided the Sub-Lessee observes the established access mode.

2.1.3. Take appropriate measures to maintain in proper condition of utilities and engineering equipment in order to provide the possibility of using the Landlord the Premises in accordance with this Agreement.

2.1.4. Supply power, heating to the Building and provide the Sub-Lessee with the water supply (cold and hot was supply) and water disposal services Onsite, conduct the pest control and extermination, a qualitative daily cleanup in the Premise.

2.2. The Sub-Lessee shall:

2.2.1. Use the sub-leased Premise for the intended purpose and pursuant to the terms and conditions hereof. The Sub-Lessee shall not sub-lease the Premise without approval by the Lessor. The Sub-Lessee shall approve with the Lessor the premise use as an office (representation) of other persons.

2.2.2. Maintain the Premise in proper working order, including the required current repairs at its own expense, observe the fire safety regulations, not prevent from the technical inspection of the Premise by the Lessor’s representatives and upon termination hereof hand over the Premise to the Lessor in the same state (considering normal deterioration) it was assigned for the temporary ownership and use to the Sub-Lessee. 

2.2.3. Notify the Lessor in writing concerning all the changes influencing the relations of the parties hereunder:

- concerning the change of corporate form, name, sole executive body, legal address and actual location of the executive body, banking details of the Sub-Lessee – during not later than 5 (Five) days;

- concerning resolution by the Supreme managing body of the Sub-Lessee concerning the pending reorganization or liquidation of the Sub-Lessee – during the period envisaged by the existing legislation. 

2.2.4. Conduct payment hereunder during the terms established herein.

2.2.5. Observe the requirements of the fire safety standards and rules as well as security arrangement established and functioning Onsite.

 2.2.6. Not conduct the permanent improvement of the Premise without the prior Lessor’s approval. The permanent improvements, either approved or not by the Lessor, conducted by the Sub-Lessee are not refundable by the Lessor after the termination hereof. The conditioning systems installed by the Sub-Lessee in the Premise after the Lessor’s approval shall not be considered as the part of Premise and are owned by the Sub-Lessee.

2.2.6.1. Do not make alterations to premises.

2.2.7. Provide unimpeded access to Lessor`s staff or a representative of the relevant services to the Premises in the case of an emergency (fire, flood, natural disaster and other similar cases).

2.3. The Lessor shall be entitled to the following:

2.3.1. To control over the target use of the Leased Premise.

2.3.2. To demand to observe the terms and conditions hereof and to eliminate the violations committed by the other party.

2.3.3. In cases envisaged herein and by the existing legislation of the Russian Federation, including pre-term based under the grounds envisaged by clause 7.2. hereof, to terminate the agreement pre-term, to request the remedy of damages including the lost profit.

2.3.4. To change the amount of rent not more often than once a year if there is no significant violations for use of the Premises by Sub-Lessee.

Change the amount of rent for the period of the lease or terminate this Agreement in the presence of significant violations by Sub-Lessee of this Agreement.

2.4. The Sub-Lessee shall be entitled to the following:

2.4.1. To demand to observe the terms and conditions hereof and eliminate any violations committed by the other party.

2.4.2. To start using the premise any time after signing of the Acceptance and Delivery Certificate of the Premise. 

2.4.3. Specify the Premise address in any advertising, reference and other materials concerning the Sub-Lessee’s activity.

2.4.4. After termination of the validity hereof to use the pre-emptive right to the other persons to conclude the Lease Agreement for a new term.

3. AGREEMENT PRICE

3.1. The Premise sub-lease shall cost __________  US Dollars per month (VAT is not imposed based on clause 1 of the Article 149 of the Tax Code of the RF), and shall include also the Lessor’s expenses for the maintenance and utility rates, namely: servicing of the lifting mechanisms and access ways, garbage disposal, power, water, heating supply, water disposal, maintenance, running and repair of the utility lines and systems, cleanup, the pest control and extermination in the Premise, costs related to the fire safety of the Premise (Facility), costs for Premise (Facility) protection and other operating and administrative costs of the Lessor, use of the club office specified in the Appendix 2 hereto.

3.1.1. The cost of the club office services is __________  U.S. dollars per month, including VAT at 18% - __________ U.S. dollars.

3.2. To secure the Sub-Lessee’s performance of obligations envisaged herein, to indemnify losses and to pay the lawful forfeit, the Sub-Lessee shall pay the security deposit amounting to __________  US Dollars to the Lessor during not more than 5 (Five) banking days after signing hereof.

3.3. With the Sub-Lessee proper execution of its obligations under this Agreement, the amount of the security deposit is returned to Sub-Lessee within 60 (sixty) calendar days from the date of signing the Delivery and Acceptance Certificate of Premises (Premises return by Sub-Lessee).

3.4. Sub-Lessee hereby agrees that Lessor shall be entitled to withhold the Rent debt and the cost of confirmed losses penalty from the Security deposit. In this case, the difference shall be transferred to Sub-Lessee. If the security deposit is not sufficient to compensate for the lessor's losses, penalties, Sub-lessee shall transfer the remaining amount at the request of the Lessor not later than in than 5 (Five) banking days after receipt of the invoice.

4. SETTLEMENT PROCEDURE

4.1. The Rent and cost of the club office services shall be paid by the Sub-Lessee by a monthly advance payment by funds transfer to the settlement account of the Lessor. The payment for the first calendar month of the sub-lease shall be paid by the Sub-Lessee during 5 (Five) days from the date of signing hereof. The subsequent payment shall be performed by the Sub-Lessee on or prior to the 1st day of each reporting month (month of the lease services rendering) amounting to __________ % of the monthly rent and payment for the club office services.

4.2. All the settlements hereunder shall be made in rubles under the exchange rate of the Bank of Russia as of the date of payment. The date for the monetary obligations performance by the Sub-Lessee hereunder shall be the date of writing off the monetary funds from the Sub-Lessee’s settlement account.

4.3. The Parties agreed on the monthly execution of the rendered services to sub-lease the Premises by execution of the certificates of services rendered by the Lessor prior to the 5th (Fifth) day of month following the reporting month.

The Services completion certificate must be signed by the Sub-Lessee  for 5 (five) working days of receipt, in the absence of motivated objections. Sub-Lessee objections of the quality and quantity of services provided are subject to review within five (5) working days from the date of receipt of the claim Sub-Lessee. In the case of Lessor non-receipt the Sub-Lessee signed certificate in time, the services are rendered by Lessor to Sub-Lessee to the extent and within the timeframe specified in the act. 

5. AGREEMENT DURATION

5.1. The Agreement shall become effective from the date of its signing by both Parties and be effective till _____ inclusive. After termination hereof the Sub-Lessee shall have the pre-emptive right to the other persons to conclude the sub-lease agreement for a new term. 

5.1.1. If at the end of sublease space, specified in section 5.1., Sub-lessee does not intend to continue to use the premises, he must inform within a period not later than 60 (sixty) calendar days prior to the expiration of the sublease agreement, specified in paragraph 5.1. In case of violation of the terms of the period of notice, Sub-Lessee shall pay Lessor a penalty of __________ % of the amount of the security deposit specified in section 3.2. of this Agreement.

5.2. The accrual of the sub-lease rent shall start from the date of signing of the Acceptance and Delivery Certificate of the Premise under which the Lessor hands over the premise to the Sub-Lessee. 

5.3. The accrual of the sub-lease rent shall end from the date of signing of the Acceptance and Delivery Certificate of the Premise under which the Sub-Lessee hands over the premise to the Lessor. 

5.4. The Sub-Lessee shall sign the Acceptance and Delivery Certificate of the Premise provided by the Lessor during 3 working days pursuant to the sub-clauses 5.2 and 5.3. or provide the reasoned substantiated refusal to sign the Certificate to the Lessor.

5.5. Should the Sub-Lessee defaults to perform the liabilities envisaged by clause 5.4 hereof, the Lessor shall execute the unilateral Acceptance and Delivery Certificate of the Premise, defining the beginning and termination of the Sub-Lessee’s liability performance to pay the rent hereunder. 

6. LIABILITY OF THE PARTIES

6.1. In case of default or untimely payment of rent or cost of the club office services, the Sub-Lessee shall pay the penalty to the Lessor amounting to 0.1 % from the debt amount for each day of delay in payment till the complete performance of the liabilities.

6.2. Should the Lessor deviates the terms specified in clause 2.1.1. hereof, concerning the handover of the Premise to the Sub-Lessee as well as the term of recovery of the Security deposit specified in clause 3.4. hereof, the Lessor shall pay the penalty to the Sub-Lessee amounting to 0.1 % from the amount of the monthly rent for each day of delay till the complete performance of obligations.

6.3. Should the Sub-Lessee violate sub-clauses 2.2.1., 2.2.2., 2.2.6. hereof, the Sub-Lessee shall recover the damage caused to the Lessor in full.

6.4. In case of the untimely notification of the Sub-Lessee by the Lessor concerning the pre-term termination hereof (clause 7.4. hereof) the Lessor shall pay damages incurred by the Sub-Lessee due to this default.

6.5. The claim to accrue and pay the penalties shall be set by the interested Party in writing. The accrual and payment of the penalty sanctions shall not be conducted without such claiming.

6.6. Should the Sub-Lessee defaults to perform or unduly performs the obligations hereunder, including the default to provide the safe custody and repaired condition of the premise, property of the Lessor, the Lessor shall be entitled to satisfy its claims to the Sub-Lessee from the deposited amount, and set the separate claim if the deposited amount lacks to satisfy the claim.

6.7. The Lessor shall not incur any liability for the property damage arisen due to the default to perform the obligations by the Sub-Lessee incurred pursuant hereto as well as for the damage incurred by the stealing of the monetary and inventory items or their damage, if it is defined that they were conducted due to the default to observe the established order by the Sub-Lessee for their protection, or failure to notify the Lessor by the Sub-Lessee concerning the revealed break of locks, other facilities and devices securing the Premise’s protection.

6.8. In case of fires, flooding, explosions, other accidents and emergencies the Lessor shall immediately incur all the possible measures to eliminate and liquidate the consequences of the specified accidents. 

The damage from the specified accidents occurred as a result of the intended or negligent actions or inactivity of the Sub-Lessee, its employees, visitors, clients etc. shall be recovered by the Sub-Lessee in full.

If the specified accidents occurred violating the actions (inactivity) of the Sub-Lessee, then all the expenses to eliminate the consequences of such events shall be incurred by the Lessor.

6.9. The Parties shall incur the liability for the default or unduly performance of the other obligations hereunder which are not envisaged herein pursuant to the existing legislation of the Russian Federation.

7. PRE-TERM TERMINATION  (WAIVER) HEREOF

7.1. The present Agreement may be terminated pre-term by agreement of the parties or upon the request of any party in cases directly envisaged by the existing legislation of the Russian Federation and hereof.

7.2. The Lessor shall terminate hereof pre-term (repudiate hereof unilaterally) after the written notification to the Sub-Lessee concerning its intent in case of payment delay by the Sub-Lessee hereunder for more than 10 (Ten) calendar days as well as multiple (twice or more frequently) violation of the material conditions hereof specified in the sub-clauses 2.2.1, 2.2.2, 2.2.4, 2.2.5 hereof.

7.3. The Sub-Lessee shall terminate hereof pre-term (repudiate hereof unilaterally) after the written notification of the Lessor concerning its intent not later than in 2 (two) months before the expected termination date, in such case the Lessor is entitled to withhold 50% from the security deposit’s amount specified in clause 3.2.

7.4 In case the written notification concerning the pre-term termination hereof by the Sub-Lessee was delivered to the Lessor less than in 2 (two) months before the expected pre-term termination date, the Lessor shall be entitled to withhold 100% of the security deposit specified in clause 3.2.

7.5. When the Agreement conditions apply Lessor can not terminate it on its own initiative in the period in which the subtenant rents timely made.

8. DISPUTES SETTLEMENT

8.1. Any disputes and controversies arisen hereunder or in connection hereof between the parties shall be solved by negotiations between the Parties.

8.2. If the disputes and controversies cannot be settled amicably they shall be subject to the settlement in the Arbitration Court of Moscow except the jurisdiction to the regular courts pursuant to the existing legislation of the Russian Federation. Substantive law applicable to this contract is the law of the Russian Federation.

9. FORCE MAJEURE CIRCUMSTANCES

9.1. The Parties hereof shall be released from liability for partial or complete failure to perform the Parties' obligations hereunder if such default was caused by the force majeure circumstances arisen after concluding hereof as a result of force majeure which could not be envisaged and prevented by reasonable methods by the Party.

9.2. The force majeure shall include, for instance, earthquake, flooding, fire as well as strike, governmental resolutions or orders of the public authorities, any war actions preventing from the performance of the subject hereof and other circumstances.

9.3. The Party referring to the force majeure shall immediately notify the other Party concerning the similar circumstances in writing and confirm these circumstances by the relevant documents. 

9.4. Should the state of default of obligations arising hereof last for more than 2 (two) months and it is impossible to make the compulsory declaration concerning the date of termination of such circumstances then each party shall be entitled to terminate hereof unilaterally having notified the other Party about it.  

10. SUPPLEMENTARY CONDITIONS

10.1. The communication services will be rendered to the Sub-Lessee by ___________ LLC (hereinafter – the “Operator”), having exclusive rights to render the communication services in the set of buildings at: _____________

The tariffs and rates for the specified services shall be subject to the separate agreement between the Sub-Lessee and Operator.

10.2. The Sub-Lessee shall not be entitled to pledge the lease rights and to contribute them to the authorized capital of the economic partnerships or companies or as a share contribution to the production cooperative and use the Premise address as a legal address for its affiliates.

11. FINAL PROVISIONS

11.1. The Parties shall follow the existing legislation of the Russian Federation in the other aspects not envisaged herein.

11.2. All the appendices hereto shall make its inseparable part.

11.3. None of the Parties shall be entitled to assign the rights and obligations hereunder to the third person without the prior written consent of the other party. 

11.4. None of the Parties hereof shall incur the liability under the obligations of the other party, its contracts and transactions with the third persons. 

11.5. In case of reorganization of the legal entity being a Part hereof, all its rights and duties arising hereof shall be transferred to its assignee. 

11.6. Any changes and additions hereto shall be valid if they are executed in writing and signed by the authorized representatives of both parties. The supplements and amendments executed after concluding hereof may depending on their content supplement or amend the content of separate provisions hereof provided they are signed by the authorized persons of both parties.

11.7. All changes and additions to this Agreement are valid when committed in written form and signed by authorized representatives of both parties. Additions and changes, made after the conclusion of this Agreement, may, depending on the content, add or change the content of some of the provisions of this Agreement subject to the signing of the officials of both sides.

11.8. Any announcements, notices and other documents which are subject to transfer to the other Party shall be executed by the Parties in writing and sent to the Other Party by the registered mail at the address specified in the details of the Parties hereof or are delivered to the representative of the Parties upon signature specifying the position, surname, name and patronymic as well as delivery date. When sending the notice by mail the delivery date shall be considered the stamped date at the addressee’s post department.

The absence of the Party being the recipient at the address specified in the Chapter 12 hereof as well as the default to deliver the sending due to the other reason shall not constitute the basis to state that such a Party was not notified or was notified untimely. 

11.9. The Present Agreement shall be made in TWO originals having equal legal force, one of which is kept in the cases of Lessor, the second copy is kept by the Sub-Lessee.

12. Details of the Parties: