Letter of Intent to Sublease (Commercial) Template

Date: [Date]

This Letter of Intent to Sublease (Commercial) (the “LOI”) is made between:

Sublandlord (Tenant): [Tenant/Sublandlord Legal Name], address: [Address] (“Sublandlord”)
Proposed Subtenant: [Subtenant Legal Name], address: [Address] (“Subtenant”)

Premises: [Property Address + Suite/Unit] (the “Premises”)
Prime Lease Date: [Lease Date] (between Landlord and Sublandlord)

1. Purpose and Non-Binding Nature

1.1 This LOI outlines proposed business terms for a potential sublease. Except for any sections marked “Binding,” this LOI is non-binding and is not a lease.
1.2 The Parties do not intend to be bound unless and until a final sublease agreement is executed.

2. Space and Use

2.1 Space: ☐ Entire Premises ☐ Portion of Premises: [Describe + square footage].
2.2 Floor Plan (If Partial): ☐ Attached as Exhibit A ☐ Not attached.
2.3 Permitted Use: [Describe intended business use], subject to the Prime Lease and applicable laws.

3. Term and Commencement

3.1 Proposed Sublease Term: [Start Date] to [End Date].
3.2 Commencement Condition (Optional): ☐ On a fixed date ☐ On landlord consent ☐ After buildout completion ☐ Other: [Condition].
3.3 Renewal Option (Optional): ☐ None ☐ One renewal of [__] months/years at: [Rent method].

4. Rent and Deposits

4.1 Base Rent: $[Amount] per ☐ month ☐ year (or $[__]/sq ft).
4.2 Rent Escalations (Optional): [Annual increases / step-ups].
4.3 Security Deposit: $[Amount].
4.4 Other Fees (Optional): [Admin fee, keys, etc.].

5. Operating Expenses / CAM / Utilities

5.1 Expenses Paid By Subtenant: ☐ Utilities ☐ CAM/Operating expenses ☐ Taxes ☐ Insurance ☐ Janitorial ☐ Other: [List].
5.2 Expense Allocation (Optional): [Pro rata share / metered / fixed amount].
5.3 Reconciliation (Optional): [Annual reconciliation method].

6. Improvements and Condition

6.1 Condition at Delivery: ☐ As-is ☐ Clean and broom-swept ☐ Other: [Describe].
6.2 Tenant Improvements (Optional):

• Subtenant improvements: [Describe + approval rules]

• Sublandlord contributions (if any): $[Amount] or [Work described]

6.3 Signage (Optional): [Rules and approvals].
6.4 Furniture/Equipment (Optional): ☐ Included (list) ☐ Not included.

7. Landlord Consent and Prime Lease Compliance

7.1 Any sublease is subject to Sublandlord obtaining written consent from the landlord under the Prime Lease.
7.2 The sublease must be subordinate to and consistent with the Prime Lease.

8. Conditions to Sublease

8.1 Sublease is conditioned on:
☐ Satisfactory review of Subtenant financials
☐ Background/credit check (if applicable)
☐ Proof of insurance meeting Prime Lease requirements
☐ Executed landlord consent
☐ Final executed sublease
☐ Other: [Conditions]

9. Confidentiality and Exclusivity (Optional)

9.1 Confidentiality (Binding if checked): ☐ Yes ☐ No. If yes, the Parties will keep LOI terms confidential except as needed for landlord approval or professional advisors.
9.2 Exclusivity (Binding if checked): ☐ None ☐ Exclusivity until [Date], during which Sublandlord will not negotiate with other subtenants for the space described.

10. Target Timeline and Next Steps

10.1 Target date to circulate draft sublease: [Date].
10.2 Target date to sign sublease: [Date].
10.3 Target move-in date: [Date].

11. Governing Law (Optional)

11.1 This LOI is governed by the laws of [State/Country] for any binding provisions.

Signatures

By signing below, the Parties acknowledge the terms of this LOI.

Sublandlord (Tenant): [Tenant/Sublandlord Legal Name]
Name/Title: [Signer Name, Title]
Date: [Date]
Signature: ___________________________

Proposed Subtenant: [Subtenant Legal Name]
Name/Title: [Signer Name, Title]
Date: [Date]
Signature: ___________________________