Commercial Sublease Agreement for Virginia


This COMMERCIAL SUBLEASE AGREEMENT (the "Agreement") is made and entered into on ______________________ by and between (hereinafter "Tenant") and (hereinafter "Subtenant") (Tenant and Subtenant are each a "Party" to this Agreement and are collectively the "Parties").


WHEREAS, Tenant is currently leasing certain real property located at _____________, _____________, _____________ _____________ under the terms of a lease agreement (the "Lease," attached hereto and incorporated herein by reference as Exhibit A) between Tenant and _____________ (hereinafter "Landlord") executed on _____________;

WHEREAS, Subtenant desires to lease the Premises from Tenant upon the terms and conditions as contained herein;

WHEREAS, Tenant desires to lease the Premises to Subtenant upon the terms and conditions as contained herein; and

NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and Subtenant do hereby agree as follows:

  1. TERM. The term of this Agreement begins on _____________ and continues until 11:59pm on _____________.
  2. RENT. Subtenant agrees to pay rent in the amount of due The first rental payment will be due on _____________. All such payments must be made as set forth below on or before the due date and without notice, demand, setoff, or abatement. Subtenant acknowledges that any payments lost in the mail will be treated as if unpaid until received.


    PAYMENT LOCATION: _____________
  4. SECURITY DEPOSIT. Upon the due execution of this Agreement, Subtenant will deposit with _____________ the sum of (the "Security Deposit"), receipt of which is hereby acknowledged, as security for any damage caused to the Premises or Furnishings during the term hereof as well as the faithful performance of the terms of this Agreement and the Lease. The Security Deposit will be returned to Subtenant upon the termination of this Agreement according to the terms and requirements of the Lease.
  5. LANDLORD'S CONSENT TO SUBLET. In the event that the Lease requires Tenant to obtain Landlord's written consent to sublet the Premises, Tenant verifies that Tenant has received Landlord's written consent to sublet to Subtenant, and acknowledgment of such consent is attached hereto and incorporated herein by reference in Exhibit B.
  6. INCORPORATION OF LEASE. The Lease is hereby incorporated into this Agreement in its entirety. This Agreement is subject to and subordinate to the Lease in all respects, with the provisions of the Lease controlling in the event of conflict. Except as otherwise noted herein, all of Tenant's rights and Landlord's obligations under the Lease pass to the benefit of Subtenant; furthermore, where applicable, Subtenant must perform all of Tenant's obligations and be subject to all of Landlord's rights thereunder.
  7. ASSUMPTION OF LIABILITY AND LEASE ASSIGNMENT. Tenant hereby assigns, and Subtenant hereby assumes, all Tenant's interest, rights, obligations, and liabilities under the Lease, without recourse; however, this assignment relieves Tenant of obligations under the Lease ONLY to the extent that Landlord releases Tenant therefrom by signing an agreement to that effect. Therefore, Tenant remains liable and must continue to perform Tenant's obligations under the Lease to the extent Landlord does not release Tenant from the Lease.
  8. CONDITION OF PREMISES. Subtenant stipulates, represents, and warrants that Subtenant has examined the Premises and any Furnishings and that the Premises and any Furnishings provided are at the time of this Agreement in good order and repair as well as in a safe, clean, and tenantable condition. Subtenant will give Tenant written notice, including photographic and/or video evidence, within five business days after the beginning of the agreement of any portion of the Premises or Furnishings found to not be in such good condition. Tenant reserves the option of incorporating a Move-In/Move-Out Inspection Checklist (the "Checklist") (see Exhibit C, attached hereto and incorporated herein by reference if executed) within this timeframe to serve as evidence of the condition of the Premises at move-in and move-out.
  9. UTILITIES. Subtenant's responsibilities for paying utilities for the Premises are as follows: _____________
  10. KEYS. If Subtenant loses keys or is locked out and re-keying the locks becomes necessary, Subtenant is responsible for covering the costs of replacement keys or re-keying the locks unless Landlord agrees otherwise.
  11. ANIMALS. Subtenant must refer to the Lease for any and all rules regarding pets. Subtenant must obtain both Tenant and Landlord's written permission before keeping an animal upon the Premises. The rules in this paragraph may be changed at a later time by written agreement between the Parties.
  12. PARKING. Subtenant must refer to the Lease for any and all rules regarding parking on the Premises.
  13. FEES AND DEPOSITS. Unless otherwise stated herein, Subtenant is responsible for paying all fees and deposits according to the Lease.
  14. ALTERATIONS AND IMPROVEMENTS. Subtenant may not make any Alterations to the Premises, common areas, or outside areas without the prior written consent of Tenant acting in accordance with the Lease. An "Alteration" means any change or improvement to the physical structure or materials comprising the Premises besides mere decorative changes that can quickly and easily be restored to their original states.
  15. USE OF PREMISES. The Premises must only be used and occupied by Subtenant and Subtenant's employees, agents, contractors, invitees, guests, servants, visitors, licensees, or subtenants. During the term of this Agreement, the Premises will be used solely for carrying on Subtenant's business, ancillary uses thereto, and uses permitted under the Lease—all conducted in compliance with applicable laws, bylaws, and regulations relative to the Premises and to the business conducted thereon (the "Permitted Use"). Subtenant must obtain Tenant's prior written consent to use the Premises for any use not considered a Permitted Use. Subtenant will carry on business under its current name and will not change its name without the prior written consent of Tenant. If Subtenant's business requires opening the Premises to the public, then the Premises must be fully furnished, stocked, staffed, and organized as of the date of opening and remain so throughout the remainder of the term. Subtenant must continually occupy and use the entire Premises in conducting its business in a reputable manner and on such days and during such hours as agreed upon with Tenant. Furthermore, Subtenant must not allow others to occupy or use the Premises for any purposes other than as herein limited, nor for any purpose deemed unlawful, disreputable, or extra hazardous, on account of fire or other casualty. Subtenant must conduct all business in compliance with any and all laws, ordinances, rules, and orders of any and all governmental or quasi-governmental authorities affecting the cleanliness, use, occupancy, and preservation of the Premises and its furnishings, and must promptly comply with all orders, regulations, requirements, and directives of the Board of Fire Underwriters or similar authority and of any insurance companies that have issued or are about to issue policies of insurance covering the said Premises and its contents, for the prevention of fire or other casualty, damage, or injury, at Subtenant's own cost and expense. Subtenant is responsible for contacting Tenant, local authorities, a licensed attorney, or the owners association, if any, regarding any laws and regulations that it may have questions regarding.
  16. TAXES. Unless otherwise stated herein, Subtenant is responsible for paying all taxes required under the Lease and all taxes assessed on Subtenant's business or personal property located on the Premises including any applicable sales or use taxes that may be levied on the Premises from time to time by the competent government authority. Tenant will only pay such taxes based on the portion of the tax period that Tenant occupied the Premises. Tenant has the right to contest such taxes assessed in the name of Tenant.
  17. TERMINATION OF LEASE. Subtenant does not have the right to terminate the Lease before its expiration, and nothing in this Agreement may be construed so as to deprive Tenant of any right Tenant may have to terminate the Lease before its expiration. Furthermore, Tenant may take any legal action necessary to prevent default under the Lease. Upon termination of the Lease, this Agreement will terminate simultaneously, and Tenant will refund to Subtenant the prorated portion of any unearned rent paid by Subtenant.
  18. ASSIGNMENT AND SUBLETTING. Subtenant must not assign this Agreement, or sublet, or grant any license to use the Premises or any part thereof without the prior written consent of Landlord, and, in the event that Tenant is not released from Tenant's obligations in the Lease, Subtenant must also have the prior written consent of Tenant to perform any of these actions. Consent by Landlord to one such assignment, subletting, or license will not be deemed to be consent to any subsequent assignment, subletting, or license.
  19. SURRENDER OF PREMISES. Upon the termination or expiration of the Agreement, Subtenant will surrender the Premises and any Furnishings in as good a state and condition as they were at the commencement of this Agreement, reasonable use and normal wear and tear excepted.
  20. QUIET ENJOYMENT. Upon payment of all of the sums referred to herein as being payable by Subtenant, Subtenant's performance of all Subtenant's obligations contained herein and in the Lease, and Subtenant's observance of all rules and regulations, Subtenant will peacefully and quietly have, hold, and enjoy said Premises and Furnishings while this Agreement is in effect.
  21. INDEMNIFICATION. Tenant is not liable, and Subtenant hereby waives all claims against Tenant, for any damage to any property or any injury to any person in or about the Premises by or from any cause whatsoever, except to the extent caused by or arising from the gross negligence or willful misconduct of Tenant or its agents, employees, or contractors. Subtenant will protect, indemnify, and hold Tenant entities harmless from and against any and all loss, claims, liability, or costs (including court costs and attorney's fees) incurred by reason of (a) any damage to any property or any injury to any person occurring in, on, or about the Premises to the extent that such injury or damage is caused by or arises from any actual or alleged act, neglect, fault, or omission by or of Subtenant, its agents, servants, invitees, or visitors to meet any standards imposed by any duty with respect to the injury or damage; (b) the conduct or management of any work or thing whatsoever done by Subtenant in or about the Premises or from transactions of Subtenant concerning the Premises or Furnishings; (c) Subtenant's failure to comply with any and all governmental laws, ordinances, and regulations applicable to the condition or use of the Premises or Furnishings or its occupancy; or (d) any breach or default on the part of Subtenant in the performance of any covenant or agreement on the part of Subtenant to be performed pursuant to this Agreement. The provisions of this paragraph will survive the termination of this Agreement with respect to any claims or liability accruing prior to such termination.
  22. REIMBURSEMENT. If Subtenant fails or refuses to comply with any of the terms and conditions of this Agreement, Tenant may carry out and perform such conditions at the cost and expense of Subtenant, which amounts will be payable on demand to Tenant. This remedy is in addition to such other remedies as Tenant may have by reason of the breach by Subtenant of any of the terms and conditions of this Agreement.
  23. NOTICE. Any notice, service of process, or demands required or permitted under this Agreement or under law will be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:


    _____________, _____________ _____________


    _____________, _____________ _____________

    _____________, _____________ _____________

    Tenant and Subtenant each have the right from time to time to change the place of notice by giving the other Parties written notice of this change. Subtenant must immediately notify Tenant in person or at in case of any emergencies, dangerous conditions, or defects in and about the Premises or any Furnishings of which Subtenant becomes aware.
  24. TELEPHONE NUMBERS. Landlord is entitled to know Subtenant's telephone number, if any, at all times. Subtenant agress to notify Landlord within five business days should Subtenant's telephone number change. Subtenant may be contacted at .
  25. NON-DELIVERY OF POSSESSION. In the event Tenant cannot deliver possession of the Premises to Subtenant upon the commencement of the rental term, through no fault of Tenant or its agents, then Tenant or its agents will have no liability, and Subtenant's rights will be governed according to Tenant's rights under the Lease, with rental payments abating only to the extent provided thereunder or otherwise according to state law.
  26. DEFAULT. If Tenant determines that Subtenant is in default of this Agreement, Tenant may provide Subtenant with the appropriate written eviction notice as specified under state law and under which Subtenant may have a limited number of days to cure the default unless otherwise excepted or agreed. Subtenant's sole remedy for default or failure to perform obligations under this Agreement by Tenant is rescission. Unless otherwise agreed in writing, it is a default under this Agreement if any of the following occur, without limitation: bankruptcy proceedings are instituted by or against Subtenant's business, a receiver or trustee is appointed to manage all or substantially all of Subtenant's business estate by reason of insolvency, Subtenant assigns all or substantially all of Subtenant's business estate for the benefit of its creditors, or Subtenant prematurely vacates or abandons the Premises.
  27. ATTORNEY'S FEES; WAIVER OF JURY TRIALS. In the event any dispute arises between Tenant and Subtenant concerning this Agreement that results in litigation, the losing Party will pay the prevailing Party's reasonable attorney's fees and court costs, which will be determined by the court and made a part of any judgment.

    It is acknowledged between the Parties that jury trials significantly increase the costs of any litigation between the Parties. It is also acknowledged that jury trials require a longer length of time to adjudicate the controversy. On this basis, all Parties waive their rights to have any matter settled by jury trial.
    1. ENTIRE AGREEMENT. Subtenant expressly acknowledges and agrees that Tenant has not made and is not making, and Subtenant in executing and delivering this Agreement is not relying upon, any warranties, representations, promises, or statements, except to the extent that they are expressly set forth in this Agreement. It is agreed that all understandings and agreements of the Parties are merged into this Agreement, which alone fully and completely expresses their agreements.
    2. SURVIVAL OF SUBTENANT'S OBLIGATIONS. All of Subtenant's obligations and covenants arising by or during the term of this Agreement and that are not fulfilled at the termination of this Agreement will survive the termination of this Agreement.
    3. MODIFICATION. The Parties hereby agree that this document contains the entire agreement between the Parties and this Agreement may not be modified, changed, altered, or amended in any way except through a written amendment signed by all of the Parties hereto.
    4. SEVERABILITY. If any provision of this Agreement or the application thereof is held, for any reason and to any extent, invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities, or circumstances will be affected thereby, but instead must be enforced to the maximum extent permitted by law.
    5. CUMULATIVE RIGHTS. Subtenant and Tenant's rights under this Agreement are cumulative, and will not be construed as exclusive of each other unless otherwise required by law.
    6. JOINT AND SEVERAL LIABILITY. If more than one Subtenant signs this Agreement, then the liability of such Subtenants will be joint and several. The language "joint and several" means that if more than one person has signed this Agreement, then each of these persons individually and all of these persons collectively are fully responsible for fulfilling all of the obligations of this Agreement, except where expressly otherwise agreed between the Parties. For example, one Subtenant signing the Agreement may be liable for any or all damages to the Premises or Furnishings, even if caused by another Subtenant signing the Agreement, and, for example, each Subtenant signing the Agreement is individually liable for the total amount of rent due, even though other Subtenants have also signed the Agreement.
    7. BINDING EFFECT. The covenants, obligations, and conditions herein contained will be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the Parties hereto.
    8. GOVERNING LAW. This Agreement will be governed, construed, and interpreted by, through, and under the laws of the state so specified in the Lease.
    9. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the Parties.
    10. CONSTRUCTION. The pronouns used herein include, where appropriate, either gender or both, singular and plural. The terms "Subtenant" and "Tenant" include the singular as well as the plural.
    11. NON-WAIVER. No indulgence, waiver, election, or non-election by Tenant under this Agreement will affect Subtenant's duties and liabilities hereunder.
    12. TIME OF ESSENCE. Time is of the essence for this Agreement.
    13. FORCE MAJEURE. Performance of any obligation under this Agreement by any Party will be excused for the duration of any event or circumstance causing a delay in performance through no fault of the obliged Party, including, without limitation, war, reasonably unforeseen supply shortages, changes in law or regulation, strikes, riots, lock-outs, labor troubles, power outages caused by weather or third-parties, and natural events, such as blizzards, torrential rain, or tornadoes.
    14. COUNTERPARTS; ELECTRONIC SIGNATURE. This Agreement may be executed in counterparts, including by fax, email, or other facsimile, each an original but all considered part of one Agreement. Electronic signatures placed upon counterparts of this Agreement by a Party or their approved agent will be considered valid representations of that Party's signature.
  29. READ THIS ENTIRE AGREEMENT. Subtenant acknowledges that Subtenant has read this entire Agreement, agrees to comply, and has received a copy thereof, including any attached schedules, exhibits, or addendums.




(Attach a copy of the original lease agreement between Tenant and Landlord.)


I, _____________, hereby give my consent for to sublet the Premises to on the terms and conditions stated in the COMMERCIAL SUBLEASE AGREEMENT executed on _____________. However, I reserve the right to refuse to give consent to future assignment or subletting of the Premises. Furthermore, I DO NOT RELEASE from Tenant's continuing obligations under the Lease.


Print: _____________

Sign: ___________________________________ Date: ______________


By signing below, the Parties incorporate this EXHIBIT C - MOVE-IN/MOVE-OUT INSPECTION CHECKLIST (the "Checklist") into the COMMERCIAL SUBLEASE AGREEMENT executed on _____________, by and between and , certain real property located at _____________, _____________, _____________ _____________. All terms used herein are defined according to that Commercial Sublease Agreement.

Subtenant's Move-In Inspection Date: ____________________________________________

Persons Present: _____________________________________________________________

Subtenant's Move-Out Inspection Date ___________________________________________

Persons Present: _____________________________________________________________

Instructions: Fill this form out at move-in and again at move-out, indicating the condition of everything in and on the Premises. A checkmark indicates an item does not have any damage or has a normal amount of wear and tear. Be sure to write in any details and take photos or videos of anything that has any damage. Be as specific as possible so that there will be no question whether any damage occurred.

Item Condition on Move-In
(Check Mark = Perfect condition)
Condition on Move-Out
(Check Mark = Perfect condition)
Floors, Carpeting, etc.

Walls and Ceilings

Doors and Locks

Lighting Fixtures

Windows, Blinds, Screens, etc.

Smoke Detectors/Other Detectors

Fire Extinguishers



Counters and Surfaces

Stove/Oven/Range Hood




Sinks and Plumbing

Garbage Disposal



Closets, including doors and tracks

Heating System

Air Conditioning



Entry Area

Storage Areas/Garage

Outdoor Areas and Fixtures under Tenant's control (not in Common Areas)


Other Furnishings

Comments: ___________________________________________





This Checklist serves as conclusive evidence of ANY AND ALL damages sustained on the Premises or its Furnishings during Subtenant's occupancy. Subtenant agrees that Subtenant is responsible for any damages found at move-out that were not herein listed on move-in. The Parties agree that if the condition of an item on move-out is worse than the condition noted on move-in, then Subtenant will be responsible for paying Tenant for the cost of any increase in disrepair, deterioration, or malfunction beyond normal wear and tear as defined in the Agreement. To prevent confusion at move-out, Tenant recommends that Subtenant send Tenant photographic and/or video evidence within five business days of moving in of any pre-existing damages at the time of the Agreement and that Subtenant also keeps copies of such evidence.

HAZARD DETECTORS. Subtenant acknowledges that all smoke detectors, carbon monoxide detectors, and fire extinguishers were tested in Subtenant's presence and found to be in working order, and that the testing procedure was explained to Subtenant. Subtenant agrees to test all detectors at least once a month and to report any problems to Tenant in writing.

SUBTENANT'S COPY. The Parties further agree that a copy of this joint inspection was provided to Subtenant.



Instructions for Your Commercial Sublease Agreement

Obtaining the Landlord's Consent to Sublet

The original lease may or may not require the Tenant to obtain the Landlord's written consent to sublet the premises. If such consent is required, be sure to have the Landlord sign a copy of the consent page provided to you in Exhibit B. Even if the original lease does not require written consent, it is recommended that the Tenant still have the Landlord sign this consent page so that there will be no question in the event of a dispute.

Executing Your Sublease

After each Tenant and Subtenant signs this Agreement, attach a copy of the original lease agreement executed between the Tenant and Landlord to Exhibit A. Also, it is a good idea for both the Tenant and Subtenant to initial the bottom right side of each page. This will help prevent someone from claiming that one of the pages wasn't included at the time of signing.

Move-In/Move-Out Inspection Checklist

This agreement includes a comprehensive Move-In/Move-Out Checklist to provide evidence to facilitate the security deposit process. It is highly recommended that this checklist be completed both at move-in and move-out regardless of which state this agreement occurs in; however, state law requires that a move-in checklist MUST be completed in the following states:

  • Arizona (subtenants also have the right to be present at a move-out inspection)
  • Georgia
  • Hawaii (subtenants also have the right to be present at a move-out inspection)
  • Kansas (completed jointly within five days of move-in)
  • Kentucky (completed jointly)
  • Maryland
  • Massachusetts (only required if a security deposit is collected)
  • Michigan
  • Montana (only required if a security deposit is collected)
  • Nevada
  • New Hampshire
  • North Dakota
  • Virginia (completed within five days of move-in by the parties separately or together, and the report must disclose the known presence of mold)
  • Washington (only required if a security deposit is collected)
  • Wisconsin (the subtenant has a right to inspect the rental unit, provide a list of defects, and receive a list of damages charged to the prior tenant)
Please note that the language you see here changes depending on your answers to the document questionnaire.

Commercial Sublease Agreement

A commercial sublease agreement is an agreement between the original property tenant and a new commercial tenant, called the "subtenant." This will allow the original tenant to lease out the property for all or part of the remaining term of the lease. The landlord may still hold the original tenant responsible under the lease or may choose to allow the subtenant to take over all of the tenant's rights and obligations.

LegalNature's intuitive form builder will provide step-by-step guidance to help you customize the agreement to your needs. Easily specify the dates of the sublease, rental payments, security deposit, other fees, insurance requirements, and more!

Create, download, and print your commercial sublease agreement in minutes using LegalNature.

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This guide provides an explanation of the key terms and considerations when creating a commercial sublease agreement. Here we elaborate on the step-by-step guidance we provide you when answering our document questionnaire.

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Review the basic steps you will need to follow before and after completing a commercial sublease agreement. This includes tips on gathering information, signing your agreement, making periodic updates, and completing related documents.

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