FIT-OUT PERIOD LETTER (RENT-FREE PERIOD)
This Fit-Out Period Letter (this "Letter") is made at __________ on __________.
BETWEEN
__________, __________, of __________ (the "Landlord", which expression includes its successors in interest and permitted assigns);
AND
__________, __________, of __________ (the "Tenant", which expression includes its successors in interest and permitted assigns).
The Landlord and the Tenant are each a "Party" and together the "Parties".
RECITALS
A. By a __________ dated __________ between the Parties (the "Lease Deed"), the Landlord let to the Tenant the premises described in Recital B (the "Premises"), situated in __________.
B. The Premises are: __________.
C. The Tenant needs a period before Rent becomes payable under the Lease Deed in which to fit out the Premises for its business, and the Parties wish to record the terms of that period in writing, including the period for which Rent is not payable.
D. This Letter records those terms. It is supplemental to the Lease Deed and is to be read together with it, as Clause 6 below states.
IT IS AGREED AS FOLLOWS
1. THE FIT-OUT PERIOD
1.1 The "Fit-Out Period" means the period beginning on __________ and ending on __________, both dates inclusive.
2. RENT, MAINTENANCE AND UTILITIES DURING THE FIT-OUT PERIOD
2.1 No Rent is payable by the Tenant in respect of the Premises for the Fit-Out Period.
2.2 __________
2.3 Rent under the Lease Deed becomes payable with effect from __________ (the "Rent Commencement Date"), subject to Clause 4 below.
3. ACCESS AND WORKS DURING THE FIT-OUT PERIOD
3.1 During the Fit-Out Period the Tenant may enter the Premises, and may bring onto the Premises its contractors, workmen, materials and equipment, to carry out the following fit-out works at the Premises (the "Works"): __________.
3.2 __________
3.3 The Tenant shall carry out the Works, and shall procure that its contractors carry out the Works, in accordance with the Building's applicable safety rules and all applicable law, and entirely at the Tenant's own risk and cost. The Tenant's entry on the Premises under this Clause 3 is for the purpose of the Works only, does not make the Tenant liable for Rent, and does not by itself amount to the Tenant taking possession of the Premises for the purposes of the Lease Deed.
4. IF THE WORKS ARE NOT COMPLETE BY THE END OF THE FIT-OUT PERIOD
4.1 __________
4.2 Nothing in this Clause 4 restricts any other right or remedy the Landlord has under the Lease Deed on account of the Tenant's occupation or use of the Premises after the Fit-Out Period.
5. TAXES
5.1 Every amount payable under this Letter is exclusive of goods and services tax. Where GST is payable on a supply made under this Letter or under the Lease Deed during the Fit-Out Period, the recipient shall pay it in addition against a valid tax invoice, and where the recipient is liable to pay it under reverse charge, the recipient shall pay that tax to the Government and issue a self-invoice under Section 31(3)(f) of the CGST Act, 2017.
5.2 Deduction of tax at source from a payment made under this Letter follows the position the Lease Deed states for a payment of that kind.
6. RELATIONSHIP WITH THE LEASE DEED
6.1 This Letter is supplemental to the Lease Deed and is to be read together with it. A term defined in the Lease Deed has the same meaning in this Letter unless this Letter defines it differently.
6.2 Except where this Letter expressly says otherwise, it does not vary, supersede or override the Lease Deed. If there is a conflict between this Letter and the Lease Deed on the Fit-Out Period, on Rent for that period, or on the consequence of the Works not being complete by the end of it, this Letter prevails; on every other matter the Lease Deed prevails.
6.3 This Letter does not create, transfer or enlarge any interest in the Premises and does not itself grant the Tenant a right of occupation — that right arises only under the Lease Deed. This Letter records the terms on which Rent is not payable for the Fit-Out Period and grants the Tenant permission under Clause 3 to enter the Premises for the Works, and nothing more.
6.4 A dispute arising out of or in connection with this Letter is raised, and is resolved, in the same manner and before the same forum as a dispute arising under the Lease Deed.
7. NOTICES AND GENERAL
7.1 A notice under this Letter shall be given in the manner, and to the addresses, stated for a notice under the Lease Deed.
7.2 This Letter may be amended only in writing signed by both Parties. It is governed by the laws of India.
EXECUTION
The Parties have signed this Letter on the date stated at the beginning.
For and on behalf of the Landlord, __________
Signature: ______________________________
For and on behalf of the Tenant, __________
Signature: ______________________________
WITNESSES
- Signature: ______________________________
- Signature: ______________________________