DEED OF SURRENDER AND TERMINATION OF LEASE
This Deed of Surrender and Termination of Lease ("Deed") is made at __________, __________, on __________.
BETWEEN
__________, __________, of __________ (the "Lessor", which expression includes its successors in interest and permitted assigns) of the ONE PART;
AND
__________, __________, of __________ (the "Lessee", which expression includes its successors in interest and permitted assigns) of the OTHER PART.
The Lessor and the Lessee are each referred to as a "Party" and together as the "Parties".
RECITALS
A. By a Deed of Lease dated __________ (the "Lease"), the Lessor demised to the Lessee the premises described in Recital B (the "Premises") for a term commencing on __________ and expiring on __________, to be used for __________ purposes.
B. The Premises are: __________.
C. The monthly rent payable under the Lease immediately before the date of this Deed is __________. The Lessor holds a refundable security deposit of __________ paid by the Lessee under the Lease (the "Security Deposit").
D. The Lessee has requested the Lessor to accept a surrender of the Lease before its scheduled expiry, and the Lessor has agreed to accept that surrender on the terms recorded in this Deed.
E. The Parties now wish to record the surrender of the Lease, the settlement of all amounts between them, and their mutual release.
NOW THIS DEED WITNESSES as follows:
- SURRENDER AND TERMINATION
1.1 In consideration of the mutual covenants recorded in this Deed, the Lessee surrenders to the Lessor, and the Lessor accepts, the whole of the Lessee's leasehold interest in the Premises under the Lease, with effect from the close of business on __________ (the "Surrender Date").
1.2 With effect from the Surrender Date the Lease shall stand determined by express surrender within the meaning of section 111(e) of the Transfer of Property Act, 1882, and shall cease to have effect, save for those provisions of the Lease which are expressed to survive its determination and are not inconsistent with this Deed, and save for the accrued rights and liabilities settled by this Deed.
1.3 Except where this Deed provides that two obligations are to be performed simultaneously, neither Party may withhold performance of an obligation that has fallen due on the ground that the other Party has not performed an obligation that has not yet fallen due.
- RENT AND OUTGOINGS TO THE SURRENDER DATE
2.1 Rent under the Lease has been paid up to __________.
2.2 Rent, common area maintenance charges, property tax reimbursements, electricity, water and all other outgoings payable by the Lessee under the Lease shall be borne by the Lessee up to and including the Surrender Date, and by the Lessor for the period after it. An amount falling due for a period straddling the Surrender Date shall be apportioned on a daily basis.
2.3 Each Party shall, on request, produce receipts, invoices and statements supporting the amounts settled under this clause.
- GOODS AND SERVICES TAX
3.1 __________
3.2 The Parties shall issue, retain and file such invoices, credit notes, returns and other documents as are required to give effect to this clause and to enable either Party to claim any input tax credit lawfully available to it.
- TAX DEDUCTED AT SOURCE
4.1 __________
4.2 Any amount deducted at source and deposited with the Government shall be treated, to that extent, as payment made to the Lessor, and the Lessee shall furnish the certificate of deduction within the time prescribed. If a deduction is later found to have been made in excess of what the law required, the Lessor's remedy is to claim credit or refund in its return of income, and the Lessee shall provide reasonable assistance.
- LOCK-IN, EARLY EXIT AND INDUCEMENTS
5.1 Save as expressly provided in this clause, neither Party shall have any claim against the other by reason only of the Lease ending before its scheduled expiry on __________.
- SECURITY DEPOSIT
6.1 The Lessor holds the Security Deposit of __________.
6.2 The Parties have agreed deductions from, and set-offs against, the Security Deposit totalling __________. That figure includes every amount which this Deed provides is to be deducted from, or set off against, the Security Deposit, including any lock-in compensation and any inducement clawback settled in that way.
6.3 The Lessor shall refund __________ to the Lessee __________. That sum is the full and final amount payable by the Lessor in respect of the Security Deposit, the Parties confirming that it represents the Security Deposit less every deduction and set-off recorded in this Deed.
6.4 No deduction shall be made from the Security Deposit other than a deduction recorded in this Deed.
- CONDITION OF THE PREMISES, REINSTATEMENT AND DILAPIDATIONS
7.1 __________
7.2 Where clause 8.1 records that vacant possession of the Premises has already been handed over to the Lessor, clause 7.1 takes effect as a record of the basis on which the Lessor has accepted the Premises, and not as an obligation to be performed by the Lessee after the date of this Deed; any sum agreed in place of work not carried out is included in the deductions recorded in clause 6.
7.3 Subject to clauses 7.1 and 7.2 and to the deductions recorded in this Deed, the Lessor accepts the Premises in the condition in which they are handed over and shall have no further claim against the Lessee for dilapidations, damage, repair or reinstatement.
- HANDOVER OF POSSESSION
8.1 __________
8.2 The Lessee shall hand over, or shall by the Surrender Date have handed over, all keys, access cards, security codes and remote controls for the Premises, together with the originals in its possession of approvals, no-objection certificates, warranties and drawings relating to the Premises, and shall remove all its records, stock, waste and any hazardous material.
8.3 The Lessee shall remove its name boards and signage from the Premises and from the building, and shall within 30 days of the Surrender Date take steps to remove the Premises as its registered, statutory or tax address wherever it is recorded as such.
- UTILITIES AND STATUTORY DUES
9.1 __________
9.2 The Lessee shall clear all electricity, water, telephone, internet, municipal and other consumption charges and statutory dues attributable to its occupation of the Premises up to the Surrender Date, and shall produce paid receipts on request.
9.3 The Lessor shall be responsible for all such charges and dues in respect of the Premises for the period after the Surrender Date.
- HOLDING OVER
10.1 The Lessee shall not remain in occupation of the Premises after the Surrender Date. If it does, it shall pay the Lessor __________, together with the outgoings referred to in clause 9, for the whole period of overstay.
10.2 The Parties record that no fresh tenancy, lease or licence is intended to arise after the Surrender Date. The Lessor's acceptance of any payment under clause 10.1 is on account of use and occupation only; it shall not amount to assent to the Lessee continuing in possession for the purposes of section 116 of the Transfer of Property Act, 1882, and shall not create or renew any tenancy, licence or other right in the Lessee.
- MUTUAL RELEASE
11.1 With effect from the Surrender Date, and on performance of the payment and handover obligations recorded in this Deed, each Party releases and discharges the other from all claims, demands, actions and liabilities arising out of or in connection with the Lease or the Lessee's occupation of the Premises, whether known or unknown at the date of this Deed.
11.2 Nothing in this clause releases a Party from liability for fraud or fraudulent misrepresentation, or from any obligation created by this Deed.
11.3 Neither Party shall commence or continue any proceeding against the other in respect of a matter released under this clause.
- INDEMNITIES
12.1 The Lessee shall indemnify the Lessor against claims by third parties, and against statutory dues, penalties and demands, arising out of the Lessee's occupation or use of the Premises up to the Surrender Date, or out of works carried out at the Premises by or for the Lessee.
12.2 The Lessor shall indemnify the Lessee against claims arising in respect of the Premises for the period after the Surrender Date, and against any claim by a mortgagee, lender, superior landlord or other person claiming through the Lessor that the surrender recorded in this Deed is ineffective.
12.3 Neither Party shall be liable to the other for loss of profit, loss of business, or indirect or consequential loss arising out of the Lease or its determination.
- REPRESENTATIONS
13.1 The Lessor represents that it is entitled to accept the surrender of the Lease and that it has obtained every consent required for that purpose from any mortgagee, lender, lessor of a superior interest or other person having an interest in the Premises.
13.2 The Lessee represents that it has not assigned, sublet, parted with possession of, or created any encumbrance over the Premises or over its interest under the Lease, and that no person other than the Lessee is in occupation of the Premises.
13.3 Each Party represents that it has the power and authority to enter into this Deed and that the person signing on its behalf is duly authorised to do so.
- STAMP DUTY, REGISTRATION AND COSTS
14.1 The stamp duty payable on this Deed and the charges for its registration shall be __________.
14.2 The Parties record that any lock-in compensation, inducement clawback or other sum borne by the Lessee under this Deed for the Lessor accepting the surrender is consideration passing for the surrender for the purposes of the stamp law, whether it is paid in money, deducted from the Security Deposit or set off against amounts otherwise payable, and this Deed shall be stamped on that footing.
14.3 The Parties shall present this Deed for registration before the Sub-Registrar of Assurances having jurisdiction over the Premises within 30 days of the date of this Deed, and in any event within the four months allowed by section 23 of the Registration Act, 1908. The Lessee shall obtain the appointment and give the Lessor not less than three days' notice of it, and both Parties shall attend in person or through a duly authorised representative and produce the documents, photographs and identification the Sub-Registrar requires. Where the Lease is registered, or is otherwise compulsorily registrable under section 17(1)(d) of the Registration Act, 1908, the Parties shall in addition do all acts necessary to have this Deed noted against the record of the Lease.
14.4 Each Party shall bear its own legal costs.
- NOTICES
15.1 A notice under this Deed shall be in writing and shall be delivered by hand against acknowledgement, or sent by registered post or reputed courier, to the address of the receiving Party stated in this Deed.
15.2 Each Party shall notify the other in writing of any change in its address for service within 15 days of the change.
- CONFIDENTIALITY
16.1 The Parties shall keep the commercial terms of this Deed confidential, except where disclosure is required by law, by a regulator, by a court or tribunal, or is made to a Party's auditors, lenders, insurers or professional advisers, who shall be bound to the same standard.
- GOVERNING LAW AND DISPUTES
17.1 This Deed is governed by the laws of India.
17.2 Any dispute arising out of or in connection with this Deed, including as to its existence, validity or termination, shall be __________.
17.3 The city named for that purpose is __________.
- GENERAL
18.1 This Deed records the entire agreement between the Parties in relation to the surrender of the Lease and supersedes all prior discussions, drafts and correspondence on that subject.
18.2 No variation of this Deed is effective unless it is in writing, signed by both Parties, and, where the law so requires, stamped and registered.
18.3 If any provision of this Deed is held to be invalid or unenforceable, the remaining provisions shall continue in full force.
18.4 This Deed is executed in duplicate. The original shall be retained by the Lessor and the duplicate by the Lessee, and the duplicate shall be stamped as the applicable stamp law requires for a counterpart.
IN WITNESS WHEREOF the Parties have executed this Deed at __________ on __________.
SIGNED for and on behalf of the LESSOR
__________
Signature: ______________________________
SIGNED for and on behalf of the LESSEE
__________
Signature: ______________________________
WITNESSES
- Name: ______________________________
Address: ______________________________
Signature: ______________________________
- Name: ______________________________
Address: ______________________________
Signature: ______________________________