28 clauses, prioritized.
Rent structure
Gross vs Net (NNN). NNN means tenant pays base rent + property tax + insurance + CAM. Big difference in true cost.
CAM cap
Common Area Maintenance pass-through. Negotiate hard cap (e.g. 3%/yr increase max) to avoid unlimited landlord cost passthrough.
Personal guarantee
Most landlords ask for personal guarantee from owners. Negotiate: limit to fixed dollar cap, sunset after X months of timely payment, burn-off on threshold.
Assignment + sublease
Standard restriction: landlord consent. Negotiate: consent not unreasonably withheld + permitted assigns (affiliates, M&A acquirer).
Default + cure
Typically 10-day cure for monetary, 30-day for non-monetary. Watch for "immediate termination" triggers: push back.
Permitted use
Specific narrow uses can limit your operations (e.g. "office only" blocks retail expansion). Negotiate flexibility upfront.
A clean handoff, in 4 steps.
Identify deal terms
Square footage, rent, term, options, NNN vs gross, build-out allowance.
Layer on template
Use our template as the starting frame. Landlord-favoring drafts get rebalanced.
Negotiate the 28 key clauses
Rent escalation, CAM cap, assignment, personal guarantee, default cure, termination, options, indemnification.
Counsel review before signing
Have a CRE lawyer review commercial leases over $250K total commitment. Cheap insurance.
One-time, or part of your BOS.
- Office + retail + industrial variants
- 28-clause checklist
- Clause-by-clause negotiation guide
- Counsel-review recommended
- 1-hour attorney consult
- Full lease review + redlines
- Negotiation priorities mapped
- Counsel-to-counsel call with LL's lawyer
- Revised lease delivered
Common questions.
Gross vs NNN: which is better for tenant?
Gross is simpler (one rent number). NNN is potentially cheaper if landlord costs are well-managed. Compare effective total cost (rent + opex passthrough) over the term.
What is CAM?
Common Area Maintenance. Tenant pays prorata share of building-wide expenses: cleaning, snow removal, parking, lobby maintenance. Cap the annual increase at 3-5% to avoid surprises.
Can I get out of a personal guarantee?
Sometimes. Negotiate: cap at fixed $ amount, sunset after 12-24 months of on-time payment, "good guy" clause limiting to amounts owed when you vacate. Stronger tenant = better uses.
What is a "good guy" guarantee?
A limited personal guarantee covering only amounts owed when you actually vacate the space + give notice. Common in NYC. Much better than full guarantee for the term.
Can I sublease?
Usually requires landlord consent. Push for "consent not unreasonably withheld" + permitted assigns (your own affiliates + M&A acquirer without consent).
What about M&A and assignment?
Standard restriction: landlord consent for assignment. Negotiate: assignment to acquirer in M&A permitted without consent if acquirer has equal or better financial wherewithal.
Build-out allowance?
Landlord money toward your improvements. Negotiate higher for shell space. Confirm: paid as work progresses, vs reimbursed after lien waivers, vs amortized over rent.
What about COVID/force-majeure clauses?
Modern leases address: pandemic abatement, government shutdown rent relief, business interruption insurance coordination. Push to include these.
Do I need a lease attorney?
For leases over $250K total commitment yes. For small-business leases under $50K total, our template + checklist often sufficient.