Additions / Changes:

Clause 1(43)

Security Interest: means an interest in personal property provided for by a transaction that, in substance, secures payment or performance of an obligation. See Section 12 of the Personal Property Securities Act 2009.

Clause 32

The Lessee is not entitled to deal with the Lease or other assets of the business on, in or from the leased Premises by way of security or by way of creating a security interest, without first having obtained the Lessor’s consent, which consent, is at the sole discretion of the Lessor and may be granted upon such terms and conditions as the Lessor considers reasonable.

Clause 36.1

If a requirement for a Security Bond is provided for in Item (19), for the purpose of securing the performance by the Lessee of its obligations under this Lease Contract, the Lessee must either:

for the purpose of securing the performance by the Lessee of its obligations under this Lease Contract.

Clause 36.2

On the sale or the transfer of the Lessor’s interest in the Premises, of which the Retail Shop forms a part, Building the Lessor may assign its right with respect to the Security Bond/ bank guarantee to the purchaser and upon notifying the Lessee and the Director General the Lessor will be released from all obligations in relation to the Security Bond/bank guarantee. Where the Security Bond/ bank guarantee is not assignable, the Lessee will cause a replacement to be issued in favour of the purchaser the reasonable costs of which will be met by the Lessor. Where a replacement Security Bond/bank guarantee has been issued the original Security Bond must be released to the Lessee.

Clause 36.5

The Lessor will as soon as practicable after the end of the Lease Term or any extension of the Lease Term, cause to be released, subject to any unsatisfied claim under Clause 36.3, the Security Bond to the Lessee.

Clause 47

The parties agree and confirm this Lease Contract may be forwarded electronically if the recipient has provided an email address or facsimile number, for delivery or service of documents, in the Item Schedule to this Lease Contract.

Additions / Changes:

Important Notes

Item 2

Email: …...........................………………………… Contact:……….................................... Notices*: __

Item 5

Land Description: Lot No.: ……….……  on Plan ………………  Title Reference: ……………………………

Premises Description: Shop No: ……………… Plan attached showing leased Premises: __ Yes __ No

Location of Building / Centre: ……..…………………..……………………………………………………………….

                                         ……..……………………………….…………………………………………………..

Area of Retail Shop: ……………………m²              Lettable Area of Building /Centre: ……….………… m²   

Lessor’s included fittings and fixtures:

Item 7

Option to renew given: Yes __ No  __      Number of Options: ………………..............................………..

Item 8

Item 11

Payable by Lessee:  Yes __ No  __ (If ‘yes’ refer to the attached Lessor’s Outgoings Statement)

Item 18

Item 19

__ Security Bond OR __ Bank Guarantee OR __ Other form of security: ………………..……………………

The sum equivalent to  ………......…… months gross rent plus GST.

Being, for the first year $ ……………....… including/excluding/plus GST

Item 22

Provided: __ Yes __ No  Number allocated: ……………………………… Licence Agreement: __ Yes __ No

Designated Parking Space/s (location): …………….…………..………………………………….……………….

Car Park Opening Hours: ………………………………………………………..……………………………………

Item 24

Clause 1.1(1)

Accounting Period: each 12 month period (or part thereof depending upon the Lease Commencement Date and termination dates) of the Lease Contract) during the term of this Lease Contract commencing on the 1st July and ending on the 30th June next. which ends on the 30th June.

Clause 1.1(9)

Common Areas: the areas in or adjacent to the Building under the control of the Lessor used or intended for use:

areas of the Land or Buildings provided by the Lessor for common use.

Clause 1.1(11)

Core Trading Hours: the hours during which times when Retail Shops in the Centre are required to be open for business.

Clause 1.1(12)

Date of Lease Contract: the date as set out in Item (1) of the Item Schedule unless otherwise specified.

Clause 1.1(14)

Early Determination Period: means the period beginning 6 months before the Final Option Date (Item 7.4) and ending 3 months before the Final Option Date, during which period the Lessee is entitled to request a determination of the Current Market Rent provided the Lessor and Lessee have not already agreed as to what the actual amount of the Rent is to be.

Clause 1.1(14)

Final Option Date: means the date stated in Item (7.1 (5)) and (7.2(5)) of the Item Schedule as the (last) date by which the Lessee, if the Lessee intends to exercise the option, must exercise it.

Clause 1.1(17)

Guarantor: the individual, company or other entity referred to in Item (18) of the Item Schedule.

Clause 1.1(18)

Item: means items detailed in the Item Schedule of this Lease Contract

Clause 1.1(19)

Land: Land upon which the Building is constructed or Land used by the Lessor in connection with the Building of which the leased Retail Shop forms a part.

Clause 1.1(21)

Lease Term: the period of time set out in Item (6) of the Item Schedule.

Clause 1.1(25)

Lessee’s Proportion: means that proportion of the Outgoings specified as a percentage in Item (11.2) of the Item Schedule.

Clause 1.1(33)

Redecorate: includes:

Clause 1.1(36)

Rent: means the amount the Lessee agrees to pay stated in Item (8) of the Item Schedule as reviewed from time to time.

Clause 1.1(39)

Retail Shop: the Premises more particularly described in Item (5) of the Item Schedule (includes, where applicable, the external façade thereof, plant and equipment and fixtures and fittings, more particularly listed in the Lessor’s Disclosure Statement provided in accordance with the Act).

Clause 1.1(40)

Review Date: the date referred to in Item (10) of the Item Schedule. each annual anniversary of the Lease Commencement Date including, where an option has been exercised, the Commencement Date of the New Term.

Clause 1.1(42)

Security Bond: means a bond to secure the amount of money specified in Item (19) of the Item Schedule.

Clause 2.1(2)

‘person’ or ‘party’ includes a firm, body corporate or corporation and includes that person’s or party’s executors, administrators, successors and assigns.

Clause 2.1(5)

column notes in the Item Schedule and or any attached addendum pages and supporting documents or annexures in relation to the Lease shall form part of this Lease Contract.

Clause 2.1(6)

unless otherwise stated, if the Lessor’s consent or approval is required it may be granted or withheld at the Lessor’s discretion and will not be effective unless in writing and then only to the extent of that consent right.

Clause 4.3

To remain in occupation after the Lease Expiry Date the Lessee must obtain the Lessor’s consent not less than one month prior to that date.

Clause 5.1

The Lessee agrees to pay the Rent (as directed by the Lessor) monthly in advance as on the day specified in Item (8.1).

Clause 5.4

Until determination of the New Rent in accordance with the provisions of the Review Type chosen in Item (10) of the Item Schedule, the Lessee will continue to pay the Rent applicable for the Rental period immediately preceding the Review Date.

Clause 6.1

Where, in accordance with Item (9) of the Item Schedule, additional Rent is calculated as a percentage of the Lessee’s Turnover, the Lessee must pay the Turnover Rent calculated using the formula specified in Item (9) to the Lessor. Such rental is to be paid by equal monthly installments in arrears on the Rent due date.

Clause 6.3

Within 30 Business Days of the end of each Rental Year, the Lessee must deliver by statutory declaration to the Lessor a statement of the Lessee’s Turnover certified by a Registered Company Auditor.

Clause 7.1

This Clause 7 shall apply if the Lessee is required to pay Outgoings in accordance with Item (11) of this Lease Contract.

Clause 7.5

The Lessee must pay the Lessor the Lessor’s proportion of the Outgoings as calculated in accordance with Item (11.2) of the Item Schedule by equal monthly installments in advance on the same day and in the same manner as the Lessee is required to pay Rent.

Clause 7.6

Should land tax form part of Outgoings for which the Lessee is liable, land tax will be calculated as if the Land was the only land owned by the Lessor in New South Wales.

Clause 7.7

Within 1 month of the Lessee receiving an Outgoing Statement from the Lessor, any necessary adjustment between the estimated and the actual Outgoings payable by the Lessee must be made and any refund or further payment must be paid made by the relevant party.

Clause 8.2

Interest due will not be payable until notice is given to the Lessee by the Lessor in respect to monies owed.

Clause 9.1

It is the Lessee’s responsibility to pay to the Lessor, when requested, the costs and expenses incurred throughout the term of this Lease Contract in particular relating to the following:

Clause 9.2

It is the Lessee’s responsibility to make payment by the specified due date, to any service provider contracted by the Lessee for services provided supplied to the Retail Shop independent of the Lessor’s responsibilities.

Clause 9.3

Should the Lessee trade for any period outside the Business Trading Hours specified in Item (15), any additional costs for services supplied during that time will be advised by the Lessor and payable by the Lessee.

Clause 10.2

The Lessee must pay the Annual Fee set out in Item (12) of the Item Schedule by equal monthly installments in advance on the Rent due date.

Clause 11.1

The Lessee is required to pay to the Lessor the GST amount for a taxable supply made to the Lessee under this Lease Contract on provision by the Lessor of a valid tax invoice.

Clause 11.2

The Lessee is required to pay to the Lessor the GST amount for a taxable supply made to the Lessee under this Lease Contract on provision by the Lessor of a valid tax invoice.

Clause 12.1

The Lessor will issue tax invoices when necessary in respect of all monies owing by the Lessee to the Lessor.

Clause 13

Rent will be reviewed once in each Rental Year on the Review Date using only one Review Type.

Clause 15.1

Where the Rent is to be adjusted, on the Review Date (which in the case of an Option will be the Term Commencement Date) using the Current Market Rent the New Rent shall be the amount determined as follows:

Clause 15.2

Clause 15.3

The Lessor and Lessee must each pay to the Specialist Retail Valuer one-half of the Valuer’s fee for determining the Current Market Rent of the Retail Shop.

Clause 15.4

The Lessor and Lessee must each pay to the Specialist Retail Valuer one-half of the Valuer’s fee for determining the Current Market Rent of the Retail Shop.

Clause 18.3

The Lessor must, so far as it is within the Lessor’s control: It is the Lessor’s responsibility to:

Clause 18.3(1)

not do anything which would limit the Lessee’s or its customer’s access to the Premises.

Clause 18.3(2)

not unreasonably take action that causes significant disruption to the Lessee’s trading at the Premises.

Clause 18.3(3)

not fail to take reasonable steps to prevent significant disruptions to the Lessee’s trading at the Premises.

Clause 18.3(6)

keep the Common Areas of the Centre reasonably clean and tidy in conjunction with the Lessee’s Obligations in Clause 19.1(6).

Clause 18.3(7)

obtain and maintain, for the Lease Term, the Lessor’s Insurance for the Centre in accordance with Clause 34.

Clause 18.3(10)

supply a copy of the proposed Lease, the Lessor Disclosure Statement and a copy of the Retail Tenancy Guide to the Lessee at least 7 days prior to entering into this Lease Contract in accordance with Sections 9 & 11(1) respectively of the Act.

Note: Failure by the Lessor to comply with Section 11 (1) of the Act allows the Lessee to terminate the Lease Contract in accordance with Section 11(2) of the Act unless Section 11(3) of the Act prevents such termination.

Clause 18.3(11)

within 30 days after the Lease Contract is signed by the parties (subject to payment of Stamp Duty and Mortgagee Consent), the Lessor must give the Lessee a certified copy of the signed Lease Contract.

Clause 18.3(12)

serve upon the Lessee written notice of any defect, requiring the Lessee to make repairs in accordance with any covenant expressed or implied in this Lease Contract.

Clause 18.4(1)

inspecting the Premises

Clause 18.7

The Lessor has full authority to and may from time to time establish and enforce Rules and regulations relating to the management of for the Centre including fixtures, fittings, services and vehicular access and parking providing such rules and regulations are not inconsistent with the Lessee’s rights under the Lease Contract or the Act and are communicated to the Lessee in writing. including the Common Areas.

Clause 19.1(3)

abide by the Rules and regulations of the Centre in a prompt and proper manner.

Clause 19.1(7)

trade between the hours specified in Item (15) except as otherwise permitted by the Lessor.

Clause 19.1(9)

make repairs to the Premises in respect to damage caused by the Lessee or resultant upon the Lessee’s neglect or negligence.

Clause 19.1(10)

maintain the appropriate licenses or permits, if any, relating to the Lessee’s business and comply with statutes, orders and by-laws relating to the Lessee’s use and occupation of the Retail Shop and Building and promptly notify the Lessor on receipt of any notices or orders in relation to or affecting the Premises.

Clause 19.1(11)

carry out works on the Retail Shop which under this Lease Contract are the responsibility of the Lessee in accordance with notice given by the Lessor under Clause 17.3 (12).

Clause 19.1(17)

immediately on receipt of notice pay to the Lessor, Outgoings in accordance with Item (11) of the Item Schedule.

Clause 19.1(18)

subject to Section 14(4) of the Act, pay to the Lessor all reasonable costs associated with making amendments to the Lease Contract.

Clause 19.1(18)

carry on and continue to carry on its business in a fit and proper manner during the term of the Lease or any extension.

Clause 19.1(19)

keep the Premises secure at all times

Clause 19.1(20)

comply with the safety requirements of the Building and ensure occupational, health and safety requirements are complied with.

Clause 19.1(21)

replace all glass in the Retail Shop that is broken during the term of this Lease and also replace and repair where necessary, lights and light fittings, locks and security fittings with items of a similar quality.

Clause 19.1(22)

use all utility supplies, plumbing and other services only for the purpose for which they were intended.

Clause 19.1(23)

maintain utility supplies and services for the supply of which the Lessee has separate contractual responsibilities. (see also Clause 9.4)

Clause 19.1(24)

ensure that its employees, invitees, agents and licensees comply with the Terms and Conditions of this Lease Contract and any Rules relating to it.

Clause 18.3

For the purpose of Clause 19.1 (17) land tax will be calculated as if the Land was the only land owned by the Lessor in New South Wales.

Clause 18.4

The Lessee will ensure that its employees, invitees, agents and licensees comply with the Terms and Conditions of this Lease Contract and any Rules relating to it.

Clause 20.1(1)

obtaining written approval from the Lessor (and if required, from the relevant authorities) which approval may be refused or granted subject to such conditions as the Lessor in its absolute discretion thinks fit including payment of costs and outlays incurred by the Lessor; and

Clause 20.2

Once approved by the Lessor the Lessee must:

Clause 24

This Lease Contract may be terminated by the Lessor if the Building in which the leased Retail Shop is situated is to be demolished requiring vacant possession of the Retail Shop, the provisions of in which case this Lease Contract will include Section 35 of the Act will apply.

Clause 26.2(d)

carry on any illegal activities or activities which could create a nuisance or interfere with the rights of other tenants or occupiers; or

Clause 26.2(e)

not to operate audio equipment at a volume that can be heard external to the Premises; or

Clause 26.2(f)

carry out an auction on the Premises; or

Clause 26.2(g)

use any chemicals, burning fluids, volatile or explosive substances except in the normal course of the Lessee’s business permitted under this Lease Contract; or

Clause 26.2(h)

except in the case of emergency, interfere with any fittings, fixtures or services including air conditioning or fire equipment without first obtaining the Lessor’s consent.

Clause 27.1

The Lessor will manage and control the Building and Common Areas.

Clause 27.3

The Lessee must comply with the Rules and all reasonable directions given to it by the Lessor relating to conduct in the Common Areas.

Clause 27.4

The Lessee must not interfere with or impede other persons using the Common Areas nor will it permit any of its the Lessee’s employees to do so.

Clause 28

If the Lessee’s business or trading name includes the name of the Centre, the Lessee must deregister the name upon ceasing to occupy the Retail Shop as Lessee and will not subsequently use any business or trading name which includes including the name of the Centre.

Clause 31.1

The Lessee will not assign, sublet or part with possession of the whole or a part of the Lessee’s interests under this Lease Contract, or sublet the Retail Shop without the Lessor’s written consent.

Clause 31.2

The Lessor will not, after having received reasonable notice, unreasonably refuse to grant the Lessee’s request unless:

Clause 31.2(a)

the proposed assignee/sub-lessee proposes to change the use to which the Retail Shop is put; or

Clause 31.4

The Lessee and proposed assignee/sub-lessee will complete all necessary deeds of assignment and covenant required by the Lessor.

Clause 32

The Lessee is not entitled to deal with the Lease or other assets of the business on, in or from the leased Premises by way of security without first having obtained the Lessor’s consent, which consent, is at the sole discretion of the Lessor and may be granted upon such terms and conditions as the Lessor considers reasonable.

Clause 33.1

Throughout the Lease Term term of the Lease at its’ sole cost, the Lessee must, in the joint names of the Lessee and Lessor, obtain the following insurances:

Clause 33.1(1)

Property: all stock, furnishings, plant and equipment all Property including fixtures and improvements owned or installed by the Lessee in the Retail Shop insured against fire with standard extension coverage for not less than 90% replacement cost.

Clause 33.1(2)

Public Liability: in the amount specified in Item (16) or such other amount as reasonably specified by the Lessor.

Clause 33.2(2)

are taken out in the joint names of the Lessor and the Lessee for their respective rights and interests.

Clause 33.2(3)

are at all times current and cover the agreed risks in accordance with Item (16) and contain conditions acceptable to the Lessor and the Lessor’s insurer.

Clause 33.3

Upon request provide copies of and provide certificates annually for each insurance policy confirming the currency of such policies to the Lessor.

Clause 34

Throughout the Lease Term the Lessor will insure the Building against fire, explosion, earthquake, impact by aircraft, vehicles and animals, lightening, storm, flood and/or tempest, malicious damage together with other risks the Lessor considers appropriate from time to time in broad form cover with repair and replacement terms.

Clause 35.1

The Lessee indemnifies the Lessor and the Lessor’s employees from and against all claims for which they may become liable including legal action during or after this Lease Contract arising from:

except to the extent that such loss, damage or expense has arisen from or been contributed to by any act or neglect on the part of the Lessor, its Agents or employees

Clause 36

Security Bond/Bank Guarantee

Clause 37.2

If the Lessee defaults under this Lease Contract, subject to giving any prior demand or notice required by any law, the Lessor may, without limiting other remedies, including action for damages and/or specific performance:

Clause 36.2

If an act of default by the Lessee in 36.1(a) is not remedied forthwith or the act of default by the Lessee in 36.1(b) is not remedied by the Lessee in accordance with notice from the Lessor under the provisions of Section 129 of the Conveyancing Act 1919, the Lessor may without limiting other remedies, including action for damages and/or specific performance:

Clause 37.3

If the Lessee fails to vacate the Retail Shop in the case of default upon being given notice so to do, the Lessee is liable to pay compensation to the Lessor for any loss occasioned by the Lessor resultant upon that failure and the receipt of funds by the Lessor shall not create a new Lease Contract.

Clause 37.4

The following covenants are deemed to be essential: to pay Rent (Clause 5); to pay Outgoings (Clause 7); to only use the Premises for the Permitted Use stated in Item (14); to repair (Clause 19.1(9)); to carry on the business (Clause 19.1(18)); not to make alterations (Clause 20); not to Assign or Sublet without the Lessor’s consent (Clause 31); to insure (Clause 33); to comply with all laws and requirements (Clause 46);

A breach of an essential covenant may be treated by the Lessor as a repudiation of this Lease Contract, in which case, the Lessee will compensate the Lessor for all loss or damage suffered by reason of or resulting from the repudiation, including any loss or damage for the unexpired residue of the Lease Term subject to the Lessor having taken reasonable steps to mitigate its loss.

Clause 37.5

The Lessor’s failure to take advantage of any default by the Lessee will not be construed as waiving the default.

Clause 36.1

The Lessor may give notice terminating this Lease Contract if:

Clause 36.2

If the Lessee fails to vacate the Retail Shop upon receiving notice in accordance with Clause 36.1 the Lessee is liable to pay compensation to the Lessor for any loss occasioned by the Lessor resultant upon that failure and the receipt of funds by the Lessor shall not create a new Lease Contract.

Clause 36.3

In the case of default, and the tenancy under this Lease Contract continuing (in accordance with notice given by the Lessor) on a periodic basis, the Lessee may continue to occupy the Retail Shop on a periodic basis on the terms and conditions determined by the Lessor, but without prejudice to any rights accruing to the Lessor under this Lease Contract.

Clause 38.1

The Lessee will, on expiration or sooner determination of the Lease Term, deliver up the Retail Shop to the Lessor in good repair, order and condition, excluding fair wear and tear, in accordance with Clause 19.2.

Clause 38.3(b)

treat the Lessee’s Property as if the Lessee had abandoned its interest in it and the Lessee’s Property has become the Lessor’s property and may deal with it as the Lessor thinks fit without being liable to account to the Lessee.

Clause 41

Clause 42

Where this Lease Contract is subject to the Mortgagee’s consent, the Lessor and Lessee must execute and complete any reasonable deed of consent required by the Mortgagee.

Clause 43.1(c)

by posting it to the party, by ordinary mail or security registered mail as a letter addressed to the party at the address as stated in Item (3) or (4); or

Clause 43.1(e)

if both parties agree and it is lawful, by electronic transmission to the party at the email address shown for that party in the Item Schedule (refer to Items (3), and (4) and (18) of this Lease Contract); or

Clause 44.1

Time shall be of the essence for the Lessee regarding carrying out execution of either party’s the Lessee’s obligations under this Lease Contract.

Clause 47

The parties agree and confirm this Lease Contract documents may be forwarded electronically to a person if that person the recipient has provided an email address or facsimile number, for delivery or service of documents, in the Item Schedule to this Lease Contract Authority.

Clause 49

Should any court or tribunal of competent jurisdiction determine any term, provision or obligation of this Lease Contract to be void, illegal or enforceable by law, that term, provision or obligation must be read down to the extent possible or removed from the Lease Contract will be removed from the Lease Contract and whilst keeping will not effect the operation of the remainder of the Lease Contract in effect.

Clause 49

The parties acknowledge having received disclosure statements complying with all respects with Section 11 and 11A of the Act.

Clause52.1(3)

indemnifies the Lessor against all claims which the Lessor may suffer or incur in connection with any breach or default by the Lessee under this Lease Contract or any extension or renewal of the Lease Term.

Additions / Changes:

Clause 1.1(6)

Business Day: Any day other than a Saturday, Sunday or public holiday under the Public Holidays Act 2010 or bank holiday in the State of New South Wales.

Additions / Changes:

Clause 18.1(20)

carry on its business in a fit and proper manner during the term of the Lease or any extension.

Clause 25.3

The Lessee acknowledges the Lessor has given The Lessor gives no warranty regarding the suitability of the Retail Shop for the use permitted under this Lease Contract. (See Item (14)). The Lessee occupies the Retail Shop at the Lessee’s own risk.

Clause 43

The parties agree and confirm documents may be forwarded electronically to a person if that person has provided an email address or facsimile number, for delivery or service of documents, in the Item Schedule to this Authority.

Additions / Changes:

Important Note

Clause 43

By signing this Agreement all parties agree to having given prior approval, in accordance with the Electronic Transactions Act 2000, No. 8, for electronic transmission of this Agreement and any other related agreements, for signing purposes or otherwise, by as far as such means of communication as have been indicated in this document (ie. Facsimile numbers and email addresses).

Additions / Changes:

Clause 38.4(c)

once determined, the amount payable from the commencement date of the new term.