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TXR 1303 — Commercial Real Estate Listing Agreement, Exclusive Right to Sublease

This listing agreement is used when a commercial tenant hires a broker to find a sublessee for all or part of leased commercial space. It appoints the broker as the tenant's sole and exclusive agent with the exclusive right to sublease the Property, defines the Property, the Master Lease (landlord, expiration and renewal options), the Sublease and the Sublessee, sets the base rental rate and the terms a sublessee is to pay, requires the sublease to be identical to the Master Lease except as stated, establishes the broker's fee, when it is earned and payable (never payable without the landlord's prior consent to the sublease), and the additional fees for renewals, extensions and expansions, for a termination of the Master Lease and for reimbursable expenses, and sets the listing term, protection period, named exclusions, intermediary status, the tenant's representations and health-and-safety disclosures, and the parties' obligations.

Source: TXR
Form Number: 1303
Category: Other
Revised: July 8, 2022

Used For

COMMERCIAL_LEASING

Form Outline

The TXR 1303 form is organized into the following sections:

  1. 1. PARTIES
    Identifies the tenant and broker, and appoints Broker as Tenant's sole and exclusive real estate agent with the exclusive right to sublease the Property.
  2. 2. DEFINITIONS
    Defines the Property (building or complex, suite, address, legal description and rentable area shown on an attached exhibit), the Master Lease (the landlord, its expiration and whether renewal options are included), the Sublease and the Sublessee. If the Property is a condominium, attach the Condominium Addendum to Listing (TXR-1401).
  3. 3. LISTING PRICE
    The base rental rate Tenant lists the Property for sublease at (3A), the terms a sublessee is to pay (3B: expense reimbursements, percentage rent, parking rental, rent increases and any other term — each term's box is checked automatically when it is filled in) and the terms on which the sublease differs from the Master Lease (3C).
  4. 4. TERM
    When the Listing begins and ends, and the date after which Tenant may terminate it on notice to Broker.
  5. 5. BROKER'S FEE
    Broker's fee (5A), when it is earned (5B) and payable (5C — never payable if Landlord's prior consent to the sublease is not obtained), the other fees for renewals, extensions and expansions, a termination of the Master Lease, service-provider referrals and reimbursable expenses (5D), the protection period (5E) and the county of payment (5F).
  6. 6. EXCLUSIONS
    Persons excluded under a prior listing agreement (6A), the reduced fee Tenant pays Broker if the Property is subleased to a named exclusion before the date specified (6B), and whether Broker will assist with that sublease (6C).
  7. 7. ACCESS TO THE PROPERTY
    Tenant instructs Broker to access the Property at reasonable times, authorize other brokers, inspectors, appraisers, lenders, surveyors, engineers and repair persons to enter, and duplicate keys for showings.
  8. 8. COOPERATION WITH OTHER BROKERS
    Broker will allow other brokers to show the Property and will offer a cooperating broker who procures the sublessee a portion of Broker's fee under Paragraph 5.
  9. 9. INTERMEDIARY
    Whether Broker may act as an intermediary when a prospect Broker represents offers to sublease the Property (check A or B only).
  10. 10. CONFIDENTIAL INFORMATION
    Broker may not knowingly disclose information obtained in confidence from Tenant, or from any other person Broker represents, except as authorized or required by law.
  11. 11. BROKER'S AUTHORITY
    Broker's marketing authority — "For Lease" signage if permitted under the Master Lease or by Landlord, Internet and listing-service placement, disseminating information, accepting security deposits in trust, electronic platforms, obtaining sublease documents from Landlord and sublessees — while Broker may not execute documents in Tenant's name.
  12. 12. REPRESENTATIONS
    Tenant's representations about possession, other listings, options, not being in breach of the Master Lease and intellectual property (12A) and how known conditions affecting the health or safety of an ordinary subtenant are disclosed (12B — check (1) or (2) only).
  13. 13. TENANT'S ADDITIONAL PROMISES
    Tenant agrees to cooperate with Broker, refer all prospective sublessees, not list with another broker, provide information, advise of sublessee changes, complete disclosures, remove other signs, remove Tenant's signs before a sublease commences and involve Broker in all negotiations to terminate, assign or modify the Master Lease.
  14. 14. LIMITATION OF LIABILITY
    Vacancy-clause notice to Tenant's insurer; Broker is not liable for injury, loss or damage not caused by Broker; Tenant indemnifies Broker for nondisclosure, incorrect information, intellectual-property claims and Tenant's negligence.
  15. 15. SPECIAL PROVISIONS
    Open-text area for additional negotiated terms and special conditions.
  16. 16. DEFAULT
    Tenant's breach makes Tenant liable for the Paragraph 5A fee and other fees; the Listing Price stands in for the rental rate when one is not determinable; Broker's breach lets Tenant exercise any remedy at law.
  17. 17. MEDIATION
    Good-faith negotiation, then mediation with a mutually acceptable mediator and shared costs.
  18. 18. ATTORNEY'S FEES
    The prevailing party in any legal proceeding under this Listing recovers costs and reasonable attorney's fees.
  19. 19. ADDENDA
    Addenda or information that are part of this Listing (check all that apply — the Master Lease among them), with one write-in.
  20. 20. AGREEMENT OF THE PARTIES
    Entire agreement, assignment, binding effect, joint and several liability, governing law, severability, partial leases, and notices.
  21. 21. ADDITIONAL NOTICES
    Fees are negotiable; fair-housing notice; under §91.005, Property Code, a tenant may not sublease without the landlord's prior consent; Broker cannot give legal advice.
  22. Execution
    Signature block for Tenant (up to two signers, entity-style "By:" lines with printed name and title) and for Broker (company name, license numbers, and the signer's printed name and title).

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