Sublease Termination Agreement: Definition, Terms, Example
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What is a Sublease Termination Agreement?
A sublease termination agreement is a contract between a current tenant of the property and the previous tenant subleasing the property to the current tenant. For example, business owners often need to terminate their lease early. A sublease termination agreement will cover all of the terms and conditions related to terminating a lease early, including who is responsible for any payments that are still due on the property or whether or not anyone can take over the space after the current tenant leaves.
A well-written, comprehensive sublease termination agreement will help ensure that both parties understand what needs to be done when a party wants out of the contract prematurely. This helps terminate the contract cleanly so both parties don't find themselves in legal trouble.
Common Sections in Sublease Termination Agreements
Below is a list of common sections included in Sublease Termination Agreements. These sections are linked to the below sample agreement for you to explore.
Sublease Termination Agreement Sample
EXHIBIT 10.1
SUBLEASE TERMINATION AGREEMENT
This Sublease Termination Agreement ("Agreement") is entered into between PPD Development, LP, a Texas limited partnership ("Sublessor") and Trimeris, Inc., a Delaware corporation ("Sublessee"), this 1st day of April 2009.
WHEREAS, Duke Realty Limited Partnership, successor to Weeks Realty, L.P., ("Lessor"), as lessor, and Sublessor, as lessee, are parties to that certain Lease Agreement dated December 16, 1998 as amended (the "Lease") for the Premises described below;
WHEREAS, Sublessor and Sublessee are parties to that certain Sublease dated June 30, 2004 (the "Sublease"), for certain space located at 3500 Paramount Parkway, Morrisville, North Carolina ("Premises");
WHEREAS, a Memorandum of Sublease and Consent relating to the Sublease was recorded in Book 010955 Page 00468 of the Wake County public records (the "Memorandum of Sublease"); and
WHEREAS, the parties now desire to provide for the termination of the Sublease, and the return of the Premises to Sublessor, prior to the current expiration date of the Sublease.
NOW, THEREFORE, in consideration of mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follow:
1. Terms. All capitalized terms used herein but undefined shall have the meaning as defined in the Sublease.
2. Termination. Except as otherwise set forth herein and with the exception of those obligations of Sublessor and Sublessee which are to survive any termination of the Sublease by the express terms thereof, if any, which obligations shall survive termination of the Sublease and remain in full force and effect thereafter in accordance with the terms of the Sublease, and provided no event of default has occurred and is continuing, the Sublease shall terminate automatically at 7 a.m.on April 1, 2009 (the "Termination Date") and, effective as of such termination, Sublessor and Sublessee shall be released, each as to the other, from any and all liability and obligations thereafter arising under the Sublease. Sublessor and Sublessee agree that Sublessee is not responsible for making any rental payments for April 2009.
3. Surrender. On or before 7 a.m. of the Termination Date, Sublessee shall surrender the Premises unto Sublessor in accordance with the provisions of the Sublease without notice or demand of any kind or nature whatsoever. Sublessee is hereby expressly waiving any right to notice or demand which Sublessee may have under the terms of the Sublease or the laws of the State of North Carolina with respect to such surrender. Sublessee acknowledges that TIME IS OF THE ESSENCE with respect to Sublessee's surrender of the Premises as required herein, and that Sublessee shall be liable for any and all losses, liability and damages (including, without limitation, attorneys' fees and expenses and loss of rentals from other tenants or potential tenants of the Premises) suffered or incurred by Sublessor or Lessor as a result of Sublessee's failure to surrender the Premises to Sublessor in the condition required herein on or before the Termination Date.
4. Failure to Surrender. In the event Sublessee fails to surrender the Premises as provided in Section 3 above, Sublessor shall, at Sublessor's option, have the right to declare this Agreement null and void by delivering written notice to Sublessee, in which event the Sublease shall remain in full force and effect.
5. Contingencies. Notwithstanding anything to the contrary contained herein, Sublessor and Sublessee hereby acknowledge and agree that this Agreement and the termination contemplated herein are, and are hereby made, expressly contingent upon each of the following:
- Sublessor and Lessor executing an agreement terminating the Lease as of the Termination Date in form satisfactory to Sublessor ("Lease Termination Agreement").
- All contingencies in the Lease Termination Agreement have been satisfied and the Lease has terminated as of the Termination Date.
- Sublessee and Lessor executing and delivering an agreement regarding the termination of the Lease and Sublease in form satisfactory to Sublessee (the "Lessor-Sublessee Agreement").
- All contingencies in the Lessor-Sublessee Agreement have been satisfied.
- Sublessee has completed the repairs to the Premises requested by Lessor.
If each of the foregoing contingencies is satisfied as set forth in this Section 5, the Sublease will terminate as of the Termination Date. If said contingencies are not satisfied as set forth in this Section 5 by the Termination Date, this Agreement shall be null and void and the Sublease shall remain in full force and effect.
6. Improvements. Effective as of the Termination Date, Sublessee shall, and hereby does, abandon and quit-claim to Sublessor all its right, title and interest in and to any improvements constructed or installed by Sublessee within the Premises.
7. Representations and Warranties. Sublessee represents and warrants that it has not made any assignment, sublease, transfer, conveyance, or other disposition of the Sublease, or any interest in the Sublease. Sublessee further represents that, except as previously disclosed to Sublessor, there exists no claim, filed or unfiled lien, demand, obligation, liability, action or cause of action arising from the Sublease. As of the date of this Agreement, Sublessor has no knowledge that Sublessee has not fully complied with the terms and conditions of the Sublease including but not limited to, any terms or conditions related to surrender of the Premises, or that Sublessee is in default under any provision of the Sublease,. Sublessor represents and warrants that it has made no assignment, transfer, conveyance or other disposition of its interest in the Lease or the Sublease and has the right to execute and deliver this Agreement.
8. Memorandum of Sublease. Within seven (7) days after the Termination Date, Sublessee shall prepare, execute and deliver in a form reasonably acceptable to Sublessor a memorandum of sublease termination evidencing the termination of the Sublease ("Memorandum of Sublease Termination"). Upon execution by Sublessor and Sublessee, Sublessee shall promptly cause the Memorandum of Sublease Termination to be recorded in the Wake County public records.
9. Governing Law. This Agreement shall be construed and interpreted under the laws of the State of North Carolina, without regard to its conflicts laws or choice of law rules. The parties agree that this Agreement is the result of negotiation by the parties, and thus, this Agreement shall not be construed against the party drafting the same.
10. Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the termination of the Sublease, and no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein or incorporated herein by reference shall be of any force or effect.
- Benefit of Parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
- Trimeris Deposit. Within thirty (30) days of the termination of the Sublease, Sublessor shall return the Security Deposit to Sublessee. Sublessor shall be entitled to deduct from the Security Deposit the costs associated with fulfilling Sublessee's obligations under the terms of the Sublease and this Agreement.
- Brokers Fees. Sublessor represents and warrants that it has not engaged or entered into any agreement with any broker relating to (i) the termination of the Sublease or the Lease, (ii) this Agreement or (iii) the leasing of the Premises to Bayer CropScience, LP ("Bayer")." Sublessor shall not be responsible for any brokers' commissions associated with the termination of the Sublease, this Agreement, or the leasing of the Premises by Lessor to Bayer. SUBLESSEE HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD SUBLESSOR HARMLESS AGAINST ANY LOSS, CLAIM, EXPENSE OR LIABILITY WITH RESPECT TO ANY COMMISSIONS OR BROKERAGE FEES CLAIMED ON ACCOUNT OF THE SUBLEASE, THIS AGREEMENT, OR THE LEASING OF THE PREMISES TO BAYER. THE OBLIGATIONS OF INDEMNITY SET FORTH IN THIS PARAGRAPH 13 WILL SURVIVE THE TERMINATION OR EXPIRATION OF THE SUBLEASE AND THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
PPD Development, LP Trimeris, Inc.
By: PPD GP, LLC
Its: General Partner
By: /s/ B. Judd Hartman By: /s/ Martin A. Mattingly
Name: B. Judd Hartman Name: Martin A. Mattingly
Title: General Counsel Title: Chief Executive Officer
Approved this ____ day of April, 2009.
Reference:
Security Exchange Commission - Edgar Database, EX-10.1 2 rrd242989_28463.htm SUBLEASE TERMINATION AGREEMENT, Viewed January 28, 2022, View Source on SEC.
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Lori B.
With over 30 years of legal experience, I can assist your legal needs -promptly and professionally. I am a business, contract and real estate lawyer with extensive experience in company formation, sale of businesses, business purchase and sale transactions, commercial and residential leases, employment and the sale of real property.
"Lori is very timely with her work and completed it thoroughly. Thank you Lori"
David B.
Seasoned transactional attorney with extensive experience in the life sciences / medical device / pharmaceutical industries. Skilled at providing actionable legal advice that balances risk and reward.
"Absolutely amazing man. Extremely well informed and studied. Can't thank you enough for the insight, straight talk and awesome suggestions, David. I'll definitely be coming back."
Samuel R.
My career interests are to practice Transactional Corporate Law, including Business Start Up, as well as Real Estate Law, Estate Planning Law, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I currently serve as General Counsel for a bioengineering company. I handle everything from their Business Transactional Agreements, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing expert specialized legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I was selected to the Super Lawyers Southwest Rising Stars list for 2024 - 2026. Each year no more than 2.5% of the attorneys in Arizona and New Mexico are selected to the Rising Stars. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, and also trademark registration and licensing.
"Thanks Samuel for your thorough review of my materials. I'm incredibly impressed by your prompt turnaround in drafting my letter. The letter captured the facts perfectly and struck exactly the right tone."
Daehoon P.
Daehoon P.
Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services
"Solid drafting work on a B2B paid services agreement with a nuanced surcharge model. Daehoon delivered on time across two rounds, cited actual Illinois case law where relevant, and proactively flagged edge cases I hadn't specifically asked about. His initial bid was the sharpest of the seven I received — he clearly read the parameters carefully. One note for future buyers: scope discipline runs both ways with him. He'll flag scope creep quickly and quote a supplemental fee (in my case $600 on a $1,200 base) for revisions beyond the follow-up envelope. That's fair and clearly communicated, but budget for it if you expect iteration. Would hire again for drafting work where scope is well-defined upfront."
Michael M.
www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 and 2023, I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and number of 5 Star reviews.
"Michael's expertise and judgment impressed me. I brought him in for contract advisory work, and he quickly asked the questions I hadn't considered, identified the risks that mattered, and set aside the ones I had wrongly prioritized. He changed how I understood the contract. He is an excellent advisor - highly recommended."
October 28, 2021
Oscar B.
Oscar is a St. Petersburg native. He is a graduate of the University of Florida and Stetson University, College of Law. A former US Army Judge Advocate, Oscar has more than 20 years of experience in Estate Planning, Real Estate, Small Business, Probate, and Asset Protection law. A native of St. Petersburg, Florida, and a second-generation Gator, he received a B.A. from the University of Florida and a J.D. from Stetson University’s College of Law. Oscar began working in real estate sales in 1994 prior to attending law school. He continued in real estate, small business law, and Asset Protection as an associate attorney with the firm on Bush, Ross, Gardner, Warren, & Rudy in 2002 before leaving to open his own practice. Oscar also held the position of Sales & Marketing Director for Ballast Point Homes separately from his law practice. He is also a licensed real estate broker and owner of a boutique real estate brokerage. As a captain in the US Army JAG Corps, he served as a Judge Advocate in the 3rd Infantry Division and then as Chief of Client Services, Schweinfurt, Germany, and Chief of Criminal Justice for the 200th MP Command, Ft. Meade, Maryland. He is a certified VA attorney representative and an active member of VARep, an organization of real estate and legal professionals dedicated to representing and educating veterans. Oscar focuses his practice on real small business and asset protection law.
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Rachael D.
We help simplify every transaction and provide a superior level of customer service to create long lasting and trusted relationships with our clients. Our goal is to guide our clients with practical and zealous legal representation and eliminate the difficult nature of any legal transaction.
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