办公用房租赁合同(英文版).doc

TENANCY AGREEMENT
(Commercial)

This TENANCY AGREEMENT is made this ___day of ____, 2007 between the Landlord ____________ (hereinafter referred to as the “Landlord” or "Party A") and the Tenant ________________ (hereinafter referred to as the “Tenant” or "Party B");

WHEREAS the Landlord agrees to let and the Tenant agrees to take the lease of Unit ____, __th floor of the office building located on ________________ (hereinafter referred to as the “Premise”) in accordance with the terms and conditions contained in this Agreement; and

THEREFORE it is mutually agreed by and between the Parties as follows:

Party A (Landlord):

Address:
Telephone:
Facsimile:

Party B (Tenant):

Address:
Telephone:
Facsimile:

1. TENANCY

1.1 Party A owns the office building located and erected on _______ (hereinafter referred to as the “Office Building”) and therefore has the full right to dispose the offices in that Office Building. A copy of the Real Estate Ownership Certificate (Attachment I) issued by the local Real Estate and Land Administration authority showing that Party A is the legal owner of the Office Building shall be attached to and as a part of this Agreement.

1.2 Both Parties agree that the Premise shall include all equipment and fixtures in the Unit ____, ___ th floor of the Office Building. A list of all the equipment and fixtures (Attachment II) shall be attached to and as a part of this Agreement.

The Parties agree to count, check and agree on all items of the Premise contained in Attachment II upon signing of this Agreement.

1.3 Party A represents and guarantees that

1.3.1 The Premise shall be clean, tenantable and free from any and all encumbrances in any manner when it is leased to Party B;

1.3.2 Party A shall have no outstanding bills for utilities charges, such as telephone, electricity, etc. in the Premise at the commencement date of this Agreement;

1.3.3 Party A shall provide Party B with a complete right of continuous and non-interruption occupancy of the Premise during the lifetime of this Agreement; and

1.4 Party A further represents and guarantees that in case there is any claim arisen out of or related to the Premise and/or the Office Building at the date of commencement of this Agreement Party A shall fully compensate Party B for any and all costs and expenses incurred by Party B therein.

2. TERM, EXPIRATION AND TERMINATION OF TENANCY

2.1 Term

The Parties agree that the Premise is hereby leased for a term of __ years commencing on _____, 2005 and expiring on ____, 200_.

In case Party B wishes to extend the lease upon expiration, Party B shall have the right of first refusal, that is, Party B shall be entitled to renew the lease upon equal terms and conditions of any third party, provided Party B gives a two-month prior written notice to Party A. The Parties shall negotiate and enter into a new agreement based on this Agreement.

2.2 Expiration

Upon expiration of this Agreement, Party A shall be entitled to take back the Premise in full, and Party B shall deliver the Premise in full on the date of expiration.

2.3 Termination

Party B is allowed to terminate this Agreement by giving a prior two-month’s written notice to Party A or paying an amount equivalent to two-month’s rental in lieu of notice.

3 RENTAL AND PAYMENT TERMS

3.1 The rental for the Premise is __________ only per month.

3.2 This rental amount includes all property fees, related taxes and charges, but is exclusive of charges on utilities (water, electricity, etc.) and of telephone fee, which shall be born by Party B.

3.3 The rental shall be paid in advance on a quarterly basis. Party B shall make its rental payment before the first calendar day of each and every three-month payable to the following:

Party A’s opening bank:
Account name:
Account number:

Party A shall deliver an officially valid receipt to Party B for each and every payment made by Party B within 7 days after receiving each and every rental payment.

3.4 Any and all other fees, charges and/or taxes arisen out of and related to this Agreement including but not limited to the property tax and rental tax, which Party A is required to pay in accordance with the relevant laws and regulations shall be paid solely by Party A.

Party A agrees to indemnify Party B and to hold Party B harmless against any claim made or might be made with respect to fees, charges, and/or taxes by any third party in relation to the rent under this Agreement.

3.5 The rental cannot be increased during the term of this Tenancy Agreement.

4 DEPOSIT

Party B agrees to pay a deposit of _______________ (hereinafter referred to as the “Deposit”) to Party A within __ days upon signing of this Tenancy Agreement. The Deposit shall be payable into the account designated by Party A. Upon expiration or termination of this Agreement and no renewal happens, Party A shall pay back the Deposit in full with the interest to Party B within 15 days before the expiration or termination of this Agreement.

5 RESPONSIBILITIES OF PARTY B

5.1 Party B shall pay the Rental, Deposit and utilities charges as set out in this Agreement on time. Failure to make rental payment and/or the related charges shall constitute a breach of this Agreement.

5.2 During the term of this Tenancy Agreement, Party B shall take a good care of and be responsible for maintaining the Premise in a good condition.

5.3 Upon expiration or termination of this Agreement, Party B shall deliver the Premise back to Party A in full, together with the fixtures and fittings therein, except for fair wear and tear during the term of this Agreement.

5.4 During the term of this Agreement, Party B shall only be allowed to use the Premise for office purpose except Party B obtains a written consent from Party A for another usage of the Premise.

5.5 During the term of this Agreement, Party B shall not sub-let the Premise without first obtaining the prior written consent of Party A, which consent shall not be unreasonably withheld, denied or delayed.

5.6 During the term of this Agreement, Party B shall not erect, install or remove any fixtures or partitioning, or make any structural additions and/or alternations without the prior written consent of Party A, which consent shall not be unreasonably withheld.

5.7 Party B shall be responsible for all costs/expenses of repair on damages on walls, ceilings, floors, windows and doors in the Premise due to Party B’s negligence or willful misconduct, except for fair wear and tear.

5.8 Party B shall allow Party A and/or its authorized representative(s) under reasonable circumstances to enter and view the Premise at a mutually agreeable time, to enter and carry out the structural work and to repair electrical circuits, water pipes and drains, which are necessary to be done, provided Party B receives a prior oral or written notice from Party A.

6. RESPONSIBILITIES OF PARTY A

6.1 Party A shall pay any and all deed and other related taxes/fees, including but not limiting to Ground Rent (if any), stamp duty, the unimproved site value tax together with all increases in site value tax and land rent/fee, rates, taxes, charges, outgoings, impositions and assessments, which now or may hereinafter imposed or assessed by the respective authorities in respect of or arising in connection with this Agreement after the commencement of this Agreement.

6.2 Party A guarantees that the Premise shall be made fully available for occupation at the commencement date of this Agreement. Party A assures that the Premise and the Office Building shall be clean and tenantable with all services and supplied appliances in good working order and to keep the structure roof and the outside of the Premise in a good condition with well repaired and painted where necessary.

Party A shall not visit, interrupt or otherwise enter into the Premise during the term of this Agreement unless Party A under reasonable and necessary circumstances sends a notice to and receives consent from Party B, in order for Party B to possess and enjoy quiet and peaceful Premise and Office Building.

6.3 Party A shall be responsible for maintaining all kinds of equipments and fixtures in the Premise and the carriageways, car parking areas, paths surrounding the Office Building, except when the damages are made due to Party B’s negligence or willful misconducts.

6.4 Party A ensures that at the commencement date of this Agreement all adequate security and fire prevention and other related services shall be sufficiently provided and that all electricity, water, telecommunications, sewage system and other public utilities and services have been properly installed in the Premise and Office Building so as to serve Party B's intended use of the Premise in a manner necessary, sufficient and convenient. Party A shall at its expenses arrange for the provision to Party B the above utilities services on a continuous and uninterrupted basis.

6.5 Party A shall be responsible for repair in accordance with this Agreement reasonable wear and tear and those facilities which are the responsibility of Party A.

6.6 Party A is not permitted to take back the Premise during the term of this Agreement without reason.

7. ASSIGNMENT OR SUBLETTING

During the term of this Agreement, neither Party may assign, transfer or sell any of its rights and/or obligations under this Agreement without first obtaining the prior written consent of the other Party, which consent shall not be unreasonably withheld, denied or delayed.

8. BREACH OF AGREEMENT

Subject to Article 9 of this Agreement and unless otherwise provided in this Agreement, if one Party fails to perform any of its obligations under this Agreement, it is in breach of agreement and the breaching party shall take any and all responsibility of compensation to the innocent party.

In case Party B delays to pay the Rental for up to 30 days, Party A shall give a warning notice to Party B for a grace period of 30 days. In case Party B pays the Rental within the 30 days, Party A shall continue to keep this Agreement valid. In case Party B still fails to pay the Rental due within these 30 days, Party A is entitled to terminate this Agreement and claim for compensation of the damages due to Party B’s breach of this Agreement.

9. FORCE MAJEURE

If the Premise is substantially destroyed or damaged by fire, bad weather, war, force major, or other causes beyond the control of Party A and not attributable directly or indirectly to the negligence or malice of Party B or are otherwise rendered unfit for use or occupation, the rent shall cease to be payable from the date the Premise becomes unfit for use or occupation until the Premise shall again be rendered accessible and fit for use, however, that the Party A shall be under no obligation to repair the Premise, when in Party A’s opinion, it is not reasonably or economically or practically to do so. If such an event occurs, Party A shall give a written notice to Party B, and the deposit paid and rent prepaid by Party B shall be returned in full within 10 days of said notice.

10. INSURANCE

Party A shall be responsible for purchasing policy on property insurance and other relevant insurances in an amount which shall equal no less than the full replacement value of the Office Building against loss or damage by fire and other hazards within the coverage of a standard form of fire and extended coverage policy for the Office Building.

Party B shall be responsible for purchasing policy to insure all objects owned by Party B in the Premise.

11. REPRESENTATION

The Parties agree that for the purpose of this Agreement, either Party is entitled to appoint one or more authorized representatives to perform his/its obligations under this Agreement. Each Party shall issue a signed letter of authorization to each and every representative and the representatives shall present the letter of authorization to the other Party when performing obligations under this Agreement.

12. DISPUTE RESOLUTION

Party A and Party B shall settle all disputes arising from the interpretation, performance, dissolution or termination of this Agreement or in connection with this Agreement through friendly consultation.

In case no settlement can be reached, either party shall have the right to submit the dispute to ____________ Arbitration Center for arbitration in accordance with the Center’s arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. In the course of settling disputes, the Agreement shall be continuously executed by both Parties except for the part, which is under arbitration.

13. MISCELLANEOUS

13.1 This Agreement shall come into effect on the signing date by the authorized representatives of the Parties and shall remain in force and binding on the Parties until its expiration or early termination.

13.2 This Agreement shall be written in English versions with 2 originals and each Party shall keep one original copy.

13.3 Any amendments and modifications to this Agreement shall be subject to agreement by the Parties in written form.

13.4 This Agreement together with its Attachments shall constitute the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior discussions, negotiations, agreements and expressions of intent or understanding with respect to the subject matter of this Agreement.

13.5 Any delay by either party in exercising any of its rights hereunder shall not be deemed to be a waver of such rights in any way.

13.6 All notices and other communications to be sent under this Agreement shall be writing in English. Notices may be sent by courier, registered airmail or personal delivery to the Parties at their addresses as set out below:

(1) if to Party A

Attention:
Fax:
Telephone:
E-mail:

(2) if to Party B

Attention:
Fax:
Telephone:
E-mail:

Notices shall be deemed delivered on the following dates:

(1) by messenger, on the date of delivery;
(2) by registered mail, on the date (7) days after the postage payment of the mail (i.e. seven (7) days after the postmark);
(3) by fax or E-mail on the first working day after the date of sending.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by duly authorized representatives as of the day and year first written above.

(Signature Page)

Party A:

Signed By: ________________________

Name: ________________________

Title: ________________________

Date: ________________________

Party B:

Signed By: ____________