In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings respectively assigned to them hereunder.

"Premises" shall mean the residential dwelling and all appurtenances thereto situated at [Full Address of Premises], [City], [State/Province], [Country], together with all fixtures, fittings, furnishings and chattels specified in the inventory to be prepared and signed by the Parties upon delivery of possession, and such common areas as the Subtenant may be entitled to use in common with others pursuant to the Head Lease.

"Head Lease" shall mean the lease agreement dated [Date of Head Lease] entered into between the Head Landlord and the Sublessor in respect of the Premises, as the same may be amended, varied, supplemented or novated from time to time, together with all schedules, annexures and side letters relating thereto.

"Head Landlord" shall mean [Full Legal Name of Head Landlord], being the lessor under the Head Lease, and shall include his, her or its successors in title and assigns.

"Term" shall mean the fixed period commencing on the Commencement Date and expiring on the Expiry Date, both as defined in the clause of this Agreement entitled "Term of Sublease".

"Rent" shall mean the monthly sum payable by the Subtenant to the Sublessor pursuant to the clause entitled "Rent and Payment Terms", exclusive of utilities and outgoings unless expressly stated to the contrary.

"Security Deposit" shall mean the sum paid by the Subtenant to the Sublessor by way of security for the due observance and performance of the covenants and obligations of the Subtenant hereunder, as more particularly described in the clause entitled "Security Deposit".

"Permitted Use" shall mean the use of the Premises exclusively as a private residential dwelling for the Subtenant and such members of his or her immediate household as may be identified in writing to the Sublessor.

Words importing the singular number shall include the plural and vice versa; words importing any gender shall include every gender; references to persons shall include natural persons, bodies corporate and unincorporated associations; and headings are inserted for convenience of reference only and shall not affect the construction of this Agreement.

Any reference in this Agreement to a clause, sub-clause or paragraph is, unless the context otherwise requires, a reference to a clause, sub-clause or paragraph of this Agreement.

The Sublessor, in consideration of the Rent reserved and the covenants, conditions and agreements on the part of the Subtenant hereinafter contained, doth hereby demise and sublet unto the Subtenant, and the Subtenant doth hereby take on sublease, the Premises, to hold the same unto the Subtenant for the Term hereinafter mentioned, subject always to the provisions of the Head Lease.

The Premises shall be delivered to the Subtenant on the Commencement Date in their then existing condition, save for such defects, if any, as may be particularised in a schedule of condition to be jointly executed by the Parties on or prior to the Commencement Date, which schedule shall be deemed conclusive evidence of the state and condition of the Premises at the inception of this Sublease.

The Subtenant acknowledges that he or she has had full and sufficient opportunity to inspect the Premises prior to the execution hereof and accepts the same on an "as is, where is" basis, subject only to the Sublessor's express covenants herein and to any express representations recorded in writing in this Agreement.

The demise hereby made shall include the right in common with the Sublessor (to the extent such rights are enjoyed by the Sublessor under the Head Lease) to use any common entrances, staircases, lifts, passages, gardens and other common parts serving the Premises, in each case in accordance with the rules and regulations prescribed by the Head Landlord from time to time.

The Sublessor reserves unto himself or herself, and unto the Head Landlord, such rights of entry upon the Premises as are reserved under the Head Lease or as are reasonably necessary for the purposes of inspection, repair, maintenance, or compliance with any statutory or regulatory requirement, subject to the Subtenant being afforded reasonable prior notice save in cases of emergency.

An inventory of the furnishings, appliances and chattels (if any) comprised within the demise shall be prepared, signed and dated by the Parties on or before the Commencement Date, and the Subtenant shall be bound to return the said items at the expiration or sooner determination of the Term in the same condition as recorded therein, fair wear and tear excepted.

The Subtenant covenants with the Sublessor that the Premises shall be used and occupied solely and exclusively for the Permitted Use, namely as a private residential dwelling, and for no other purpose whatsoever without the prior written consent of the Sublessor and, where required, of the Head Landlord.

The Subtenant shall not do, suffer or permit to be done upon the Premises any act, matter or thing which may be or become a nuisance, annoyance, danger, disturbance or inconvenience to the Sublessor, the Head Landlord, or to the occupants of any neighbouring or adjoining premises, nor shall the Subtenant use the Premises for any illegal, immoral or improper purpose.

The maximum number of persons permitted to reside at the Premises shall be [Number], being the Subtenant and such additional persons as are identified in writing by the Subtenant and approved by the Sublessor, and no further persons shall be permitted to take up residence without the prior written consent of the Sublessor.

The Subtenant shall not keep or permit to be kept at the Premises any animals, birds, reptiles or pets of any kind without the prior written consent of the Sublessor, such consent not to be unreasonably withheld in the case of ordinary domestic pets, and shall be strictly liable for any damage occasioned by any such animals so permitted.

The Subtenant shall not carry on or permit to be carried on at the Premises any trade, business, profession or commercial activity, nor shall the Subtenant display any signage, advertisement, notice or placard upon any part of the Premises visible from the exterior thereof.

Smoking, the use of open flames (save for ordinary cooking appliances) and the storage of hazardous, flammable or combustible materials within the Premises are expressly prohibited, save in such areas and to such extent as may be expressly permitted in writing by the Sublessor.

The Subtenant shall observe and comply with all rules, regulations, bye-laws and covenants affecting the Premises, including without limitation any rules of the building, condominium, housing scheme or community in which the Premises are situate.

The Sublease hereby granted shall be for a fixed term commencing on [Commencement Date] (the "Commencement Date") and expiring on [Expiry Date] (the "Expiry Date"), without any right of holding over or renewal save as may be expressly agreed in writing between the Parties prior to the Expiry Date.

The Term shall in no event extend beyond the term of the Head Lease, and should the Head Lease be determined for any reason prior to the Expiry Date, this Sublease shall ipso facto determine on the same date, without prejudice to any accrued rights or remedies of either Party against the other in respect of any antecedent breach.

Neither Party shall be entitled to terminate this Sublease prior to the Expiry Date, whether by notice, surrender or otherwise, save in the circumstances expressly set forth in the clause entitled "Default and Remedies" or by mutual written agreement of the Parties. For the avoidance of doubt, no break option, early termination right or notice to quit shall operate in favour of either Party prior to the Expiry Date.

Should the Subtenant purport to vacate the Premises prior to the Expiry Date otherwise than in accordance with this Agreement, the Subtenant shall nonetheless remain liable for the Rent and all other sums payable hereunder up to and including the Expiry Date, without prejudice to any other remedies available to the Sublessor.

Time shall be of the essence in respect of the Commencement Date and the Expiry Date.

The Parties may, by instrument in writing executed not less than [Number] days prior to the Expiry Date and subject to the prior written consent of the Head Landlord, agree upon a renewal or extension of the Term upon such terms as they may then negotiate; in default of any such agreement, this Sublease shall absolutely determine on the Expiry Date.

The Subtenant covenants to pay unto the Sublessor during the Term a monthly rent in the sum of [Amount] [Currency] (the "Rent"), payable in advance on or before the [Day] day of each and every calendar month throughout the Term, without demand, deduction, counterclaim or set-off whatsoever.

The first instalment of Rent shall be payable upon the Commencement Date, and where the Commencement Date is other than the first day of a calendar month, the Rent for that month shall be apportioned on a daily basis in accordance with the actual number of days from the Commencement Date to the last day of that month.

All payments of Rent and other sums due hereunder shall be made in [Currency] by electronic transfer to the following account of the Sublessor, or to such other account as the Sublessor may from time to time designate in writing: Bank: [Bank Name]; Account Name: [Account Name]; Account Number: [Account Number]; Reference: [Reference].

Any payment of Rent or other monies not received by the Sublessor within [Number] days of the due date shall bear interest at the rate of [Number] per cent per month, or such lower rate as may be the maximum permitted by applicable law, calculated from the due date until the date of actual receipt by the Sublessor, both dates inclusive, without prejudice to any other remedy available to the Sublessor.

The Rent shall be exclusive of all utilities, outgoings, service charges, taxes and other sums payable in respect of the Premises, which shall be borne by the Subtenant as provided in the clause entitled "Utilities and Outgoings" herein.

The Sublessor reserves the right to review the Rent upon any renewal or extension of the Term, but during the fixed Term hereby granted the Rent shall remain unchanged save by mutual written agreement.

All payments made by the Subtenant shall be applied first against any interest, costs or charges then outstanding, secondly against any arrears of Rent, and only thereafter against the current instalment of Rent, notwithstanding any purported allocation by the Subtenant.

Receipt by the Sublessor of any sum less than the full amount then due shall not constitute a waiver of the balance thereof nor an accord and satisfaction, and the Sublessor shall remain entitled to pursue all remedies for the recovery of any shortfall.

The Subtenant shall not assign, transfer, charge, mortgage or otherwise dispose of this Sublease or any interest herein, nor shall the Subtenant underlet, sub-sublet, part with or share possession or occupation of the Premises or any part thereof, whether by way of licence, concession, lodging arrangement or otherwise howsoever, without the prior written consent of the Sublessor and, where required, of the Head Landlord.

Any purported assignment, underletting, parting with possession or sharing of occupation effected in contravention of the preceding clause shall be null and void, and shall constitute a material breach of this Agreement entitling the Sublessor to the remedies set forth in the clause entitled "Default and Remedies".

The Sublessor shall be entitled, in the exercise of his or her absolute discretion, to withhold consent to any proposed assignment, underletting or parting with possession, and shall not be required to furnish reasons for any refusal.

The Subtenant shall not list, advertise, offer or hold out the Premises or any part thereof upon any short-term letting platform, holiday rental service, home-sharing website or similar medium, nor shall the Subtenant permit any person other than those identified pursuant to this Agreement to occupy the Premises overnight for any period exceeding [Number] consecutive nights or [Number] nights in aggregate in any calendar month.

The Sublessor shall remain entitled at all times to assign, transfer or deal with his or her interest under the Head Lease and under this Sublease, provided that such dealing does not derogate from the quiet enjoyment of the Subtenant hereunder.

Any permitted assignee or undertenant shall covenant directly with the Sublessor to observe and perform the covenants and obligations of the Subtenant herein contained, and the Subtenant shall not thereby be released from liability under this Agreement.

Upon the execution of this Agreement, and in any event prior to delivery of possession of the Premises, the Subtenant shall pay to the Sublessor a security deposit in the sum of [Amount] [Currency] (the "Security Deposit"), being equivalent to [Number] months' Rent.

The Security Deposit shall be held by the Sublessor by way of security for the due and punctual observance and performance by the Subtenant of all his or her covenants, obligations and liabilities under this Agreement, and shall not be treated as, or applied in or towards, payment of Rent or any other sum due hereunder save in the circumstances hereinafter mentioned.

The Sublessor shall be entitled, without prejudice to any other right or remedy, to apply the whole or any part of the Security Deposit in or towards satisfaction of any arrears of Rent, any damage occasioned to the Premises (fair wear and tear excepted), any outstanding utility charges, any cost of cleaning or repair reasonably incurred, and any other loss, cost, damage or expense sustained by the Sublessor in consequence of any breach of this Agreement by the Subtenant.

Should the Sublessor at any time during the Term apply any part of the Security Deposit as aforesaid, the Subtenant shall forthwith, upon written demand, reinstate the Security Deposit to its original amount, and failure so to do shall constitute a material breach of this Agreement.

Within [Number] days after the expiration or sooner determination of the Term and the return of vacant possession of the Premises in accordance with this Agreement, the Sublessor shall return the Security Deposit to the Subtenant in full, provided that no damage (fair wear and tear excepted) has been occasioned to the Premises and that no sums are owing by the Subtenant to the Sublessor hereunder.

Where any damage has been occasioned or any sums remain owing, the Sublessor shall be entitled to retain and apply such part of the Security Deposit as is reasonably required to make good such damage or discharge such sums, and shall refund the balance (if any) to the Subtenant together with a written statement itemising the deductions made.

The Security Deposit shall not bear interest in favour of the Subtenant, save as may be required by any mandatory provision of applicable law.

The Parties acknowledge that this Sublease is granted subject to and conditional upon such consent of the Head Landlord as may be required under the Head Lease, and the Sublessor undertakes to make reasonable application for such consent where the same is necessary.

The Subtenant shall furnish such references, information and documentation as the Head Landlord may reasonably require in connection with the application for consent, and shall co-operate in good faith with the Sublessor in procuring the same.

Should the Head Landlord refuse to grant consent, or impose conditions which materially alter the terms of this Sublease or which are not acceptable to either Party acting reasonably, then this Agreement shall be deemed void ab initio, and the Sublessor shall refund to the Subtenant any sums theretofore paid by way of Rent or Security Deposit, less any sums properly due in respect of actual occupation (if any), and neither Party shall have any further claim against the other.

The Subtenant shall bear his or her own costs incurred in connection with the obtaining of the Head Landlord's consent, and shall additionally reimburse the Sublessor for any reasonable fees, charges or disbursements levied by the Head Landlord or his or her advisers in respect of such consent.

The Subtenant covenants to observe and comply with any conditions attached by the Head Landlord to the grant of such consent, and shall indemnify and hold harmless the Sublessor against any breach thereof occasioned by the act or default of the Subtenant.

Nothing in this Agreement shall be construed as creating privity of contract or estate between the Head Landlord and the Subtenant, save to the extent that the Head Landlord may require a direct covenant from the Subtenant as a condition of consent.

The Subtenant shall at all times during the Term keep the interior of the Premises, together with all fixtures, fittings, furnishings and appliances therein comprised, in good and tenantable condition and repair, fair wear and tear and damage by insured risks excepted.

The Subtenant shall promptly notify the Sublessor in writing of any defect, damage, want of repair, or dangerous condition affecting the Premises or any part thereof, and of any claim, demand or notice received from any third party in respect of the Premises.

The Subtenant shall not make or permit to be made any alterations, additions, improvements or decorations to the Premises, whether structural or non-structural, without the prior written consent of the Sublessor and, where required, of the Head Landlord, and any such works, if permitted, shall be carried out at the sole cost of the Subtenant and in a good and workmanlike manner.

The Subtenant shall be responsible for the cost of making good any damage occasioned to the Premises or to any fixtures, fittings or furnishings therein by the act, omission, default or negligence of the Subtenant, any member of his or her household, or any invitee, guest or visitor of the Subtenant.

Responsibility for structural repairs, repairs to the exterior of the Premises, repairs to the roof, main walls, foundations, principal plumbing, drainage and electrical installations, and for the repair or replacement of major appliances other than through the fault of the Subtenant, shall remain with the Sublessor or, as the case may be, the Head Landlord pursuant to the Head Lease.

The Subtenant shall keep the Premises in a clean, tidy and sanitary condition, shall take all reasonable precautions against infestation by vermin or insects, and shall not permit any accumulation of rubbish or waste within the Premises or upon any common parts.

The Subtenant shall permit the Sublessor, his or her agents and, where applicable, the Head Landlord, upon not less than [Number] hours' prior written notice (save in cases of emergency when no notice shall be required), to enter upon the Premises at reasonable times for the purposes of inspection, carrying out repairs, or showing the Premises to prospective tenants or purchasers during the final [Number] months of the Term.

The Subtenant shall be solely responsible for, and shall punctually pay directly to the relevant supplier or authority, all charges in respect of the supply and consumption of electricity, gas, water, sewerage, heating, telephone, internet, cable or satellite television, and all other utility services supplied to or consumed at the Premises during the Term.

Where any such utility or outgoing is not separately metered or billed to the Subtenant and is invoiced to or paid by the Sublessor, the Subtenant shall reimburse the Sublessor the full amount thereof within [Number] days of written demand accompanied by a copy of the relevant invoice.

The Subtenant shall additionally bear the cost of any refuse collection charges, local community or association fees attributable to the occupation of the Premises during the Term, and any licence fees in respect of television or radio reception required by the Subtenant.

The Subtenant shall ensure that upon the expiration or sooner determination of the Term, all accounts in respect of utilities and outgoings up to the date of determination are fully paid, and shall provide evidence thereof to the Sublessor upon request.

Any property taxes, land rents, ground rents, insurance premiums payable under the Head Lease or similar outgoings of a capital nature shall remain the responsibility of the Sublessor, save to the extent that any increase therein is directly attributable to the particular use or occupation of the Premises by the Subtenant.

The Subtenant shall not do anything which may cause any utility supply to the Premises to be interrupted, disconnected or increased in cost, and shall indemnify the Sublessor against any such interruption, disconnection or increase occasioned by the act or default of the Subtenant.

The Subtenant acknowledges having been furnished with a true copy of the Head Lease, or an opportunity to inspect the same, and covenants with the Sublessor to observe and perform all the covenants, conditions, stipulations and obligations on the part of the lessee therein contained, insofar as the same relate to the Premises and are not inconsistent with the provisions of this Sublease.

The Subtenant shall not do or permit to be done any act, matter or thing which would or might constitute a breach of the Head Lease, or which might give rise to any forfeiture or determination thereof, or any liability on the part of the Sublessor as lessee thereunder.

The Subtenant shall indemnify and keep indemnified the Sublessor against all actions, proceedings, costs, claims, demands, losses, damages, expenses and liabilities whatsoever arising directly or indirectly from any breach by the Subtenant of this clause or of any obligation under the Head Lease which the Subtenant is bound hereunder to observe.

In the event of any inconsistency between the provisions of this Sublease and those of the Head Lease, the provisions of the Head Lease shall prevail to the extent necessary to prevent any breach thereof, but shall not otherwise affect the rights and obligations as between the Sublessor and the Subtenant inter se.

The Sublessor shall, for his or her part, observe and perform the covenants and obligations on the part of the lessee under the Head Lease to the extent that non-performance thereof would adversely affect the Subtenant's quiet enjoyment of the Premises, and shall promptly pay the rent and other sums payable under the Head Lease.

The Sublessor shall promptly furnish to the Subtenant copies of any notices received from the Head Landlord which affect or may affect the Premises or the Subtenant's occupation thereof.

The Subtenant shall, throughout the Term, at his or her own cost, effect and maintain a policy of contents insurance in respect of his or her own goods, chattels, personal effects and belongings situate at the Premises, and such policy of public liability or personal liability insurance as a prudent occupier would customarily effect.

The Sublessor shall procure that the buildings insurance in respect of the Premises is maintained in force throughout the Term, whether effected by the Sublessor or by the Head Landlord pursuant to the Head Lease, and shall promptly notify the Subtenant of any claim, policy limitation or exclusion which may materially affect the Subtenant.

The Subtenant shall not do or permit to be done at the Premises any act, matter or thing which may render void or voidable any policy of insurance in respect of the Premises, or which may increase the premium payable thereunder, and shall indemnify the Sublessor against any such avoidance or increase occasioned by the act or default of the Subtenant.

The Subtenant shall be responsible for, and shall indemnify and hold harmless the Sublessor from and against, all claims, actions, demands, losses, damages, costs and expenses arising from any injury to or death of any person, or any loss of or damage to any property, occurring in or about the Premises during the Term, save to the extent occasioned by the negligence or wilful default of the Sublessor.

The Sublessor shall not be liable to the Subtenant, nor to any member of the Subtenant's household or any invitee, guest or visitor, for any loss of or damage to property, or any personal injury, sustained in or about the Premises, save to the extent occasioned by the negligence or wilful default of the Sublessor.

Nothing in this clause shall operate to exclude or limit any liability which cannot by law be excluded or limited, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

The Subtenant shall produce to the Sublessor, upon written demand, evidence of the insurance policies required to be maintained hereunder and proof of payment of the current premiums thereon.

The Sublessor represents and warrants to the Subtenant that he or she is the lawful tenant of the Premises under the Head Lease, and that, subject to the obtaining of any requisite consent of the Head Landlord, he or she has full right, power and authority to grant this Sublease.

The Sublessor further warrants that, as at the Effective Date, he or she is not aware of any subsisting breach of the Head Lease which has not been remedied, nor of any notice of forfeiture or determination having been served by the Head Landlord.

The Subtenant represents and warrants to the Sublessor that he or she has the legal capacity to enter into this Agreement, that all information furnished by him or her to the Sublessor in connection with the application to take this Sublease is true, accurate and not misleading in any material respect, and that he or she has sufficient means to discharge his or her financial obligations hereunder.

The Subtenant warrants that he or she will use the Premises solely for the Permitted Use and in accordance with all applicable laws, regulations and the terms of this Agreement.

Each Party warrants to the other that the execution and performance of this Agreement does not and will not contravene any law, regulation, order, judgment or agreement by which such Party is bound.

Save as expressly set forth herein, no representations, warranties, undertakings or statements, whether oral or written, have been made or given by either Party to the other, and each Party acknowledges that in entering into this Agreement it has not relied upon any such representation, warranty, undertaking or statement.

Each and every one of the following events shall constitute an event of default on the part of the Subtenant (an "Event of Default"): (i) non-payment of any instalment of Rent or other sum due hereunder for a period exceeding [Number] days after the due date; (ii) material breach of any other covenant, condition or obligation of the Subtenant herein contained, which breach, if capable of remedy, remains unremedied for a period of [Number] days after written notice from the Sublessor specifying the breach and requiring its remedy; (iii) the Subtenant abandoning or vacating the Premises prior to the Expiry Date; or (iv) the Subtenant becoming insolvent, bankrupt or making any composition or arrangement with his or her creditors.

Upon the occurrence of an Event of Default, the Sublessor shall be entitled, without prejudice to any other right or remedy, to terminate this Sublease forthwith by written notice to the Subtenant, to re-enter upon the Premises (so far as the law permits), and to recover possession thereof as against the Subtenant.

Upon such termination, the Subtenant shall remain liable to the Sublessor for all Rent and other sums accrued due up to and including the date of termination, together with all losses, damages, costs and expenses (including reasonable legal costs) incurred by the Sublessor in consequence of the Event of Default and in recovering possession of the Premises.

Without prejudice to the generality of the foregoing, the Subtenant shall additionally be liable to the Sublessor for the Rent that would have been payable for the balance of the Term from the date of termination to the Expiry Date, by way of liquidated damages, subject to the Sublessor using reasonable endeavours to mitigate his or her loss by seeking to re-let the Premises.

The Sublessor shall likewise be in default hereunder in the event of any material breach by the Sublessor of his or her covenants herein which remains unremedied for a period of [Number] days after written notice from the Subtenant specifying the breach, whereupon the Subtenant shall be entitled to such remedies as may be available at law, provided always that early termination by the Subtenant shall not be permitted save with the consent of the Sublessor or by order of a competent tribunal.

The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

No failure or delay on the part of either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further or other exercise thereof or the exercise of any other right or remedy.

Upon the expiration or sooner determination of the Term, the Subtenant shall peaceably and quietly surrender and yield up vacant possession of the Premises unto the Sublessor, together with all keys, access cards, remote control devices and other means of access, in such condition as is consistent with the due observance of the covenants on the part of the Subtenant herein contained, fair wear and tear excepted.

The Subtenant shall at his or her own cost remove all his or her goods, chattels, personal effects and belongings from the Premises on or before the date of surrender, and shall make good any damage occasioned by such removal, failing which the Sublessor shall be entitled, after not less than [Number] days' written notice, to remove, dispose of or sell any such items left at the Premises, and to deduct the cost thereof from any proceeds of sale or from the Security Deposit.

The Premises shall be returned in a clean and tidy condition, with all appliances, fixtures and fittings in working order (fair wear and tear excepted), and the Subtenant shall if so required by the Sublessor arrange for a professional cleaning of the Premises prior to surrender.

Prior to the date of surrender, the Parties shall jointly conduct an inspection of the Premises and prepare an exit schedule of condition, comparing the state and condition of the Premises as at surrender with that recorded in the initial schedule of condition prepared pursuant to the clause entitled "Demised Premises".

Any dilapidations, damage or breaches identified upon such inspection shall be made good by the Subtenant within such reasonable time as the Sublessor may require, or, at the election of the Sublessor, shall be remedied by the Sublessor at the cost of the Subtenant, which cost may be deducted from the Security Deposit.

Should the Subtenant fail to deliver up vacant possession on the date of determination of the Term, the Subtenant shall be liable to pay to the Sublessor, by way of mesne profits, a sum equivalent to twice the daily rate of Rent for each day or part thereof during which such failure continues, without prejudice to any other remedy available to the Sublessor.

The Subtenant shall promptly notify all relevant utility suppliers, postal authorities and other interested parties of the termination of his or her occupation and of his or her forwarding address, and shall settle all outstanding accounts in respect of the Premises.

Any notice, demand, consent, approval or other communication required or permitted to be given or made under this Agreement shall be in writing and in the English language.

Notices shall be deemed duly given if (i) delivered personally against written receipt; (ii) sent by prepaid registered or recorded delivery post; or (iii) sent by electronic mail to the address designated by the recipient for such purpose, with confirmation of transmission.

Notices to the Sublessor shall be addressed to him or her at [Sublessor's Notice Address], electronic mail: [Sublessor's Email], or to such other address as the Sublessor may from time to time designate by written notice to the Subtenant.

Notices to the Subtenant shall be addressed to him or her at the Premises, electronic mail: [Subtenant's Email], or to such other address as the Subtenant may from time to time designate by written notice to the Sublessor, provided that notices served at the Premises shall be deemed validly served notwithstanding that the Subtenant may be absent therefrom.

A notice shall be deemed to have been received: (i) if delivered personally, at the time of delivery; (ii) if sent by post, on the [Number] business day after posting; and (iii) if sent by electronic mail, upon transmission, provided that no delivery failure notification is received by the sender.

Each Party shall promptly notify the other in writing of any change in his or her address or electronic mail address for the purposes of this clause.

This Agreement shall be governed by, and construed in accordance with, the laws of [Country/State/Jurisdiction], without regard to its conflict of laws principles.

The Parties shall endeavour in good faith to resolve amicably any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, through direct negotiations between them.

In the event that any such dispute is not resolved by negotiation within a period of [Number] days from the date upon which written notice of the dispute is given by one Party to the other, either Party may refer the dispute to mediation under the auspices of [Mediation Body or Institution] in accordance with its then current rules.

Failing resolution by mediation, the dispute shall be finally settled by the competent courts of [City/Jurisdiction], to the exclusive jurisdiction of which the Parties hereby irrevocably submit; provided, however, that nothing in this clause shall preclude the Sublessor from commencing proceedings for the recovery of possession, arrears of Rent or injunctive relief before any court of competent jurisdiction.

The prevailing Party in any proceedings arising out of or in connection with this Agreement shall be entitled to recover from the other Party his or her reasonable legal costs and disbursements, to the extent permitted by applicable law.

Each Party irrevocably waives any objection which he or she may now or hereafter have to the laying of venue of any such proceedings and any claim that any such proceedings have been brought in an inconvenient forum.

This Agreement, together with the Head Lease to the extent incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings and agreements, whether oral or written, between the Parties relating thereto.

No amendment, variation or modification of this Agreement shall be valid or binding unless made in writing and signed by or on behalf of both Parties.

No waiver by either Party of any breach of any provision of this Agreement shall be deemed a waiver of any other or subsequent breach of the same or any other provision, nor shall any such waiver be effective unless made in writing and signed by the Party granting the waiver.

If any provision of this Agreement is held by any court or other competent authority to be invalid, illegal or unenforceable, in whole or in part, such provision shall be deemed severed from this Agreement and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the severed provision with a valid, legal and enforceable provision of similar effect.

This Agreement is personal to the Parties and, save as expressly permitted herein, neither Party shall assign, transfer or purport to assign or transfer his or her rights or obligations hereunder without the prior written consent of the other.

Nothing in this Agreement shall create, or be deemed to create, any partnership, joint venture, agency or employment relationship between the Parties.

A person who is not a Party to this Agreement shall have no right to enforce any term hereof.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all counterparts together shall constitute one and the same instrument; execution by electronic signature or by exchange of signed scanned copies shall be deemed valid and binding.

The covenants, agreements and obligations of the Parties herein contained shall enure to the benefit of and be binding upon their respective heirs, personal representatives, successors in title and permitted assigns.