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Reading 1: Buyer Beware: the "As is" Clause

The condition of a property is often a focal point in the negotiation of a sales transaction. Buyers usually want certain assurances or warranties regarding the condition of the property. Sellers, on the other hand, want to limit their liability regarding the condition of the property. Perhaps the easiest and most commonly used method for a seller to limit or eliminate their liability exposure is to include a provision in the contract stating the property is being sold "as is" while also stating that they "specifically disclaim all warranties."
These methods are known as an "as is" clause and a warranty disclaimer. "As is" clauses can be inserted on their own or with a "where is" clause to form an "as is, where is" clause. In both situations, these clauses indicate that the seller is offering to sell their property in its present, existing condition to prospective buyers. Likewise, warranty disclaimers signify that the seller is not making any guarantees regarding the property.
All of these methods should give notice to buyers that they are taking additional risk with respect to the quality and condition of the property.
The purpose of an "as is" clause and warranty disclaimer is generally to force the buyer to perform and rely upon its own due diligence investigations, rather than upon the seller's representations, in determining whether or not to purchase the property. These clauses can establish the presumption that the buyer is satisfied with the current condition of the property when they make an offer on a property, although the buyer must still perform all requisite due diligence.
When a warranty disclaimer is included in the purchase contract, the seller is able to avoid giving many representations and warranties associated with the property.
Buyers should certainly be more alert and aware of potential problems when an "as is" clause is present in an agreement. However, such language does not give sellers free reign to hide and or fail to disclose property defects.
The Arizona Court of Appeals made this clear in S Development Co. v. Pima Capital Management Co. The court found that a seller must disclose latent defects in property that are known to the seller and basic to the transaction. And this is true whether or not there exists a burden-shifting "as is" clause or disclaimer of warranties in the purchase and sale agreement.
亚利桑那上诉法院在 S Development Co. v. Pima Capital Management Co.案中明确表示,卖方必须披露其已知并且与交易基本相关的房产中的潜在缺陷。无论购买和销售协议中是否存在转移责任的“按现状出售”条款或免责声明,这一点都是正确的。
Nonetheless, buyers should take extra care in inquiring into the condition of the property when an "as is" clause appears in their and sale agreement. Performing thorough due diligence is an essential part of the purchase process, and this should include, at a minimum, investigating title; the physical condition of the real property and its improvements (including environmental issues); obtaining proper zoning, permits and approvals; inquiring into any utilities issues; and assessing the property operating costs, taxes, and any assessments applicable for the property.
If you encounter an "as is" clause or warranty disclaimer when reviewing a purchase and sale agreement or you are in a dispute regarding a property's condition, the best course of action is to consult with a qualified attorney.

Reading 2: Real Property Leases
阅读 2:不动产租赁

Property Leases: What SMBs need to know

SMB Small to Medium-Sized Businesses
SMB 中小型企业

Signing a lease is an important step for any new business owner. Whether you're opening a store, moving into an office space or renting out facilities for production, at some point, you're probably going to have to reserve a space for your business. The world of commercial real estate can be complicated, and it can sometimes take years to find the space you're looking for.
Once you've found that space, signing the contract could feel like an annoying final step before you can get moved in and focused on running your business. But like most legal agreements, a business lease is an important document that requires some research.
"You have to do a lot of planning when you're moving from one space to another," said Walter Gumersell, partner with Rivkin Radler. "Confirm the terms that you're going to be taking." For example, include clauses about rent, the security deposit, the term of the lease and the use of the space. "You want that to be as broad as possible," he said.
“当你从一个空间搬到另一个空间时,你必须做很多计划,”Rivkin Radler 合伙人沃尔特·古默塞尔说。“确认你将要接受的条款。”例如,包括关于租金、押金、租约期限和空间使用的条款。“你希望这些条款尽可能广泛,”他说。
It should be no surprise that the fine print in a commercial lease is very important. There are two basic steps to take before signing a lease: Do extensive research, and be aware of typical statutes included in business leases.
Steps for research include vetting the landlord, determining the building owner, researching zoning laws and getting a general feel for the area. Before you sign a lease, make sure you get an idea of the payment structure, your own personal risk exposure, the transfer structure, the landlord's desired holdover rate and any nuisance clauses in your lease. These are some important things to look out for, but keep in mind that typical commercial lease practices vary by state.

Commercial lease vs. residential lease

A commercial lease is required any time a business rents a commercial property for the purpose of conducting business from that location. Nishank Khanna, chief marketing officer at Clarify Capital, said a commercial lease agreement is a legally binding contract between a landlord and a business tenant.
商业租赁合同是指企业为了在该位置开展业务而租用商业物业时所需的任何商业租赁。Clarify Capital 首席营销官 Nishank Khanna 表示,商业租赁协议是房东和商业租户之间的法律约束合同。
"The landlord agrees to rent out the business property, which is typically an office space, in exchange for money," Khanna told Business News Daily. "Commercial leases typically last from three to five years, creating a long-term relationship between the lessor and lessee."
房东同意出租商业物业,通常是办公空间,以换取金钱,”Khanna 告诉商业日报。“商业租约通常持续三到五年,建立出租方和承租方之间的长期关系。”
Although this may sound very similar to a residential lease, there are some important distinctions between a residential lease and a business lease. For one, while both involve a landlord renting space to a tenant in exchange for money, a residential lease cannot be used for business purposes.
In addition, "commercial leases are less regulated and offer less protection than residential leases," Khanna said. "They are typically longer in duration and offer greater flexibility when it comes to negotiating conditions than residential lease agreements."
Another difference is that renters in a residential lease agreement are usually not responsible for paying property taxes, whereas with commercial lease agreements, it's very common for the tenant to pay at least a portion of the property taxes.

Key Takeaway 关键要点

Commercial and residential leases are similar, but there are some important differences, including how long the lease is and who pays the property taxes.

Elements of a commercial lease agreement

A commercial lease agreement is a contract, so it must include certain elements and key information for it to be valid and enforceable. At a minimum, information regarding the rent, security deposit, lease duration and any additional costs the tenant may be subject to should be clearly defined within the lease, according to Khanna.
商业租赁协议是一份合同,因此必须包括某些要素和关键信息,以使其有效且可执行。至少,根据 Khanna 的说法,租金、押金、租赁期限以及租户可能需要承担的任何额外费用的信息应在租赁协议中明确定义。
"The 'other costs' category is an especially important one that should be carefully reviewed" before you sign the contract, Khanna said. "Building insurance, property taxes and maintenance costs fall under the 'other costs' umbrella. These additional expenses can quickly tally up to large overhead costs."
“‘其他费用’类别是一个特别重要的类别,应该在您签署合同之前仔细审查,”Khanna 说。“建筑保险、物业税和维护费用属于‘其他费用’范畴。这些额外费用可能迅速累积成大额的间接费用。”
Khanna also noted that small business owners should be aware of the difference between exclusive and permitted use. For small business owners in competitive industries, an exclusive-use contract can be especially beneficial.
Khanna 还指出,小企业所有者应该意识到独家使用和许可使用之间的区别。对于竞争激烈的行业中的小企业所有者来说,独家使用合同尤其有益。
"An emerging brewery, for example, would be wise to request exclusive permission to rent out space within a community market, in order to decrease opportunity for competing sales," Khanna said. "Without exclusive permission, another brewery could rent space within the market and try to win business from the same pool of customers, thus reducing the first brewery's profit significantly."

Did You Know? 你知道吗?

There are several core elements of a commercial lease, such as the cost of rent, additional fees, the security deposit and the length of the lease.

Researching the area, landlord and lease details.

Before you sign a commercial lease agreement, you'll have to do some research. Make sure to take the following steps while investigating.

1. Understand the area.
1. 了解该地区。

While looking for a new property, if you're selling a product or service to the public, analyze the area and get a good idea of your potential clientele. Location means everything for a small business to thrive, so when you're shopping around for the right properties, take the time to find the right new home for your business. Gumersell said this process can take two years or even longer, so make sure you plan accordingly if your current lease's end is in sight.
在寻找新房产时,如果您向公众销售产品或服务,请分析该地区并对潜在客户有一个良好的了解。对于小型企业而言,地理位置至关重要,因此在寻找合适的物业时,请花时间为您的企业找到合适的新家。 Gumersell 表示,这个过程可能需要两年甚至更长时间,因此如果您当前的租约即将到期,请确保做好相应的计划。

2. Find out more about the landlord and building owner.
2. 了解更多关于房东和楼主的信息。

Gumersell also said that one of the most important aspects of research that is often overlooked is learning more about the landlord and building owner. Sometimes, your direct landlord may not be the true building owner. Either way, find out as much about the landlord and building owner as possible. You're entering a business partnership together, so make sure you have an idea of who they are, what their financial situation is and whether they're making good on their payments.
Gumersell 还表示,经常被忽视的研究中最重要的一个方面是了解更多关于房东和楼房所有者的信息。有时,你的直接房东可能并非真正的楼房所有者。无论如何,尽可能多地了解房东和楼房所有者的情况。你们正在共同进入一项商业合作,所以确保你对他们有所了解,知道他们是谁,他们的财务状况如何,以及他们是否按时支付款项。
In some states, for example, if a landlord fails to make his or her payments to the building owner, or fails to make mortgage payments to a bank, the business or tenant can end up getting evicted in the event of foreclosure - even if the business has been on time with every payment. That's just one example of how the relationship between a landlord, tenant and building owner can go awry. Gumersell said businesses can conduct a public records search to find out more about the landlord. You can also request documents related to the landlord's limited liability company or business entity to learn more about whether it's an ideal partner for your business.
在一些州,例如,如果房东未能向建筑物所有者支付款项,或未能向银行支付抵押贷款,那么在被迫执行时,企业或租户可能最终被驱逐出去 - 即使企业一直按时支付。这只是房东、租户和建筑物所有者之间关系可能出现问题的一个例子。Gumersell 表示,企业可以进行公开记录搜索,以了解更多关于房东的信息。您还可以请求与房东的有限责任公司或企业实体相关的文件,以了解它是否是您企业的理想合作伙伴。

3. Research zoning laws.
3. 研究分区法规。

Another component to look into is the zoning laws. While your landlord may designate your space for, say, running a restaurant, you have to make sure the landlord's aims are consistent with the laws of your municipality. There are scenarios in which a landlord or building owner may think they can lease their space to a certain type of business, but it doesn't match standard zoning laws in the area. By aligning these two details, you can ensure that your business can operate without any major legal headaches from the town or city in which you're operating.

4. Learn about nuisance laws and the environment.
4. 了解有关滋扰法律和环境的知识。

One of the most important aspects of signing a lease is being able to operate your business to its fullest capacity once you open your doors. Many leases have extensive points on noise, smells and equipment. Ann Brookes, a tax attorney, said that when she signed a lease for a restaurant, she had to negotiate an "offensive odors stipulation."
"The building rules said no offensive odors," she said. "Whether a smell is offensive is subjective, so I made sure there was an exception for smells ordinary to a restaurant."
It's also important to research basic environmental laws regarding the property before you sign anything, Gumersell said. Landlords often miss these laws, and they could be used against your business.
Gumersell 说,在签署任何文件之前,研究有关物业的基本环境法律也很重要。房东经常忽略这些法律,它们可能被用来对付你的业务。
Before signing a lease agreement, do your due diligence on the property. Make sure to research the local area, the landlord, the zoning laws for the area, and any other nuisance and environmental laws the property is subject to.

Important commercial lease statutes to keep in mind

There are some key points to keep in mind when you are reviewing your lease. The rent structure is probably the most basic and most important aspect of any lease. By determining how much you pay per month, as well as how much your rent will increase each year, you can better determine budgets and get a full understanding of whether you can stay in business in this new space.
The lease terms are also very important. Consider short-term versus long-term leases. Long-term leases can be a great investment if you're opening a business in an emerging or growing area, whereas short-term leases provide you with the flexibility to move locations or shutter your business if it doesn't pan out in the way you hoped.
Both with payment structure and term, make sure you understand exactly what you're on the hook for each month. Ask your potential landlord about how the following expenses are paid:
  • Insurance 保险
  • Property taxes 财产税
  • Maintenance (both interior and exterior)
  • Repairs 维修
  • Security 安全
  • Parking 停车
  • Local nuisance laws (noise or scent)
  • Utilities (water, gas, electric)
  • Modifications (whether you can adjust the interior or exterior of your space)
Once you've established some basic pricing and term structures, it's time to dive into some of the less-obvious details. While your lease will likely vary by state, here are some good examples of statutes to be aware of before signing a lease:
  • Transfer structure. Iron out how your lease will be transferred if you want to leave the space or your business closes. According to Gumersell, there are generally two structures for transferring a lease: assignment of the lease and subletting. Assignment of the lease means the entire lease is transferred to a new tenant. Subletting is when a current tenant keeps his or her name on the lease but receives payment from a new tenant and transfers that money to the landlord. In both instances, you usually have to establish prior written consent before the lease transfer. This is a very important aspect of your lease to work out.
    转让结构。如果您想离开空间或您的业务关闭,需要明确如何转让您的租赁。根据 Gumersell 的说法,通常有两种转让租赁的结构:租赁转让和转租。租赁转让意味着整个租赁被转让给新的租户。转租是指当前租户保留其姓名在租赁上,但从新租户那里收取付款并将这笔钱转交给房东。在这两种情况下,通常需要在租赁转让之前获得书面同意。这是您租赁中需要解决的一个非常重要的方面。
  • Personal exposure. In some cases, you may be required to sign personal guarantees when you sign a commercial lease. These agreements mean you're personally on the hook for aspects of the lease even if your business defaults. Work with legal counsel to negotiate this aspect of your contract. If possible, you only want your entity or legal business to take on the risk when signing a business lease.
  • Holdover rent. Holdover rent is a rent increase when a tenant stays after the lease has expired. It's hard to find a lease, and sometimes when businesses are moving spaces, they end up staying longer than their current lease allows while the new one is being set up. In many contracts, landlords include a clause stating that, in these instances, businesses are responsible for up to of their normal rent payment per month. So, if you stay beyond your allotted time, it could cost you tens of thousands of dollars. Gumersell recommended negotiating this aspect down to around .
    滞纳租金。滞纳租金是指租户在租约到期后继续居住时的租金增加。很难找到一个租约,有时当企业搬迁空间时,他们最终会比当前租约允许的时间更长地居住,而新的租约正在准备中。在许多合同中,房东会包括一项条款,规定在这些情况下,企业每月需支付他们正常租金的最多 。因此,如果您超出规定的时间居住,可能会花费您数万美元。Gumersell 建议将这一方面的谈判降至约
  • Nondisturbance agreement. In many cases, if the landlord fails to pay his or her mortgage on the property, your business will still be evicted, even if you're making all of your payments. With a nondisturbance agreement, if this occurs, you'll be permitted to stay and continue paying whatever entity has taken over the building from your landlord, Gumersell said.

Everything can be negotiated

While these are some good examples of things to be aware of, there are likely many aspects of your lease that can be negotiated. Work with your potential landlord - and, if necessary, an attorney - to make sure you get the best deal for you and your business.
"Where a residential lease has a fixed term, a commercial lease is often negotiable and can have a longer or shorter-term depending on the conditions set," said Allan Borch, founder of Dotcom Dollar. "Commercial leases also have fewer legal protections because the consumer laws that apply to residential lease agreements do not cover commercial leases."
“如果住宅租赁有固定期限,商业租赁通常是可以协商的,根据设定的条件可以有更长或更短的期限,” Dotcom Dollar 创始人艾伦·博奇说道。“商业租赁也有较少的法律保护,因为适用于住宅租赁协议的消费者法律不涵盖商业租赁。”


Don't hesitate to negotiate the terms of the lease. Many aspects of the contract, especially the length of the term, are negotiable.

Commercial lease agreement terms to know

Borch and Dan Bailey, president of WikiLawn, listed some key terms that small business owners should know regarding commercial lease agreements. The list does not include every possible term you may encounter on a commercial lease agreement, but it's an overview of the ones you are most likely to see.
Borch 和 WikiLawn 总裁丹·贝利列出了一些小企业主在商业租赁协议中应该了解的关键术语。该列表并不包括您可能在商业租赁协议中遇到的每个可能的术语,但它是您最有可能看到的那些术语的概述。
Rent amount/base rent. This amount is calculated based on the square footage of the space. Make sure the number the landlord is using actually represents usable space. This rent is not dependent on revenue.
Usable square feet. This refers to the amount of space actually reserved for the business as a tenant, in cases of shared spaces.
Rent increases. Rent increases are usually based on a percentage of the total rent, and that can change from year to year. You can negotiate with the landlord to put a cap on rent increases.
Security deposit. This is the amount to hold the space until the paperwork is finalized. The amount should be specified both ahead of time and in the lease agreement.
Length of the lease. The length of a commercial lease is usually somewhere between three and five years, as commercial landlords prefer longer lease terms. The lease agreement also often specifies the start and end dates of the lease.
Improvements. This part of the commercial lease agreement lays out the types of improvements and upgrades that can be made to the space and who is responsible for the costs. Many aspects of this section can be negotiated.
Bottom line. Make sure you understand all of the terms in a commercial lease contract and are comfortable with them before signing on the dotted line.
Grant of lease. This is the clause that states that the landlord will turn the property over to the tenant once all of the conditions (e.g., paying the security deposit) have been met and the tenant accepts the property from the landlord.
Commencement date. This is the date on which the tenant takes over the property, more commonly stated as the first day the tenant becomes responsible for paying rent and maintaining the rental property.
Extension. Both parties can agree to an extension of the agreement in writing, and it must be signed by both parties.
Late fee. If the tenant is late in paying rent, they will incur a late fee that is outlined by the commercial lease agreement. This can be a flat fee or a percentage of the monthly rent.
Taxes. This section outlines all of the taxes associated with the property (property taxes, real estate taxes) and who is responsible for paying them. Within this section, there could be subtopics, like Contest of Taxes (the tenant can contest the amount of personal or real property tax they are responsible for paying), Payment of Ordinance Assessments (the tenant usually pays for all ordinary assessments, which are obligatory, and extraordinary, which are by choice) and Change in Method of taxation.
Obligation for repair. This section states what types of repairs the landlord is obligated to make like defects, deficiencies, failures or deviations in materials - that are vital to the operation of the property. It also outlines the repairs that tenants are responsible for.
Permits. Both parties are to acquire all necessary permits and licenses for making improvements or repairs at the location being rented.
Covenants. These terms are different for the tenant and the landlord; each has a separate set of covenants. For example, a covenant may state that the tenant is required to pay rent even if the landlord fails to uphold some of their responsibilities as stated in the lease.
Indemnity by tenant. This clause essentially removes all liability from the landlord in the event of injury, loss, claims, or damage, unless those things are a direct result of willful acts or omissions or gross negligence on the landlord's part.
Rent abatement/adjustment. This section states if the rent will be adjusted or eliminated in the event of property damage from a fire or other natural disaster.
Condemnation. This clause is often overlooked, but it's important. It determines what happens if the rental property is taken from the landlord by a government agency for public use, either by condemnation or eminent domain.
Option to purchase. This clause states that, at any time during the lease, the tenant has the right to buy the property at an agreed-upon price. This clause isn't mandatory, but it doesn't hurt to include it. The clause can also state that the tenant does not have the right to purchase the property during the term of the lease. Either way, it's good to have it in writing.

Reading 3: Seven dangers of Commercial Leases
阅读 3:商业租赁的七大危险

Commercial Leases: 7 Dangers You Need to Look Out For
商业租赁:您需要注意的 7 个危险

A commercial lease for office or retail space is a serious commitment for your business. Companies make mistakes all the time with these 7 as the most common
A commercial lease for office or retail space is a serious commitment for your business. They are typically long-term contracts lasting at least five years, the rent is often your second-biggest monthly expense after payroll, and the rights and limitations in your lease agreement have major effects on your ability to expand, contract and relocate your business.
Companies large and small can make major mistakes when planning for new space and negotiating the lease - these are the most common.

1. Not Allocating Enough Time
1. 没有分配足够的时间

Conventional wisdom in the commercial real estate industry is to allow six to 12 months to complete a deal for less than 10,000 square feet and nine to 18 months for larger deals. The lead time is required for the various complicated steps in any business relocation - due diligence of possible locations, negotiation of the lease, planning and design of your new space with an architect and engineer, bidding out and awarding the construction work required to customize the space (known as a "fit-out"), obtaining construction and business permits, and completion of the fit-out itself.
商业房地产行业的传统智慧是,完成少于 10,000 平方英尺的交易需要 6 至 12 个月的时间,而更大的交易则需要 9 至 18 个月的时间。在任何企业搬迁中,需要足够的时间来完成各种复杂的步骤 - 对可能的地点进行尽职调查、租赁谈判、与建筑师和工程师一起规划和设计新空间、招标并授予定制空间所需的施工工作(称为“装修”)、获得施工和营业许可证,以及完成装修本身。
Just as important, the lease commencement date needs to take these steps into account. Otherwise, you'll be paying rent for the new space before you've moved in. You'll also need to coordinate your plans with your current landlord by giving sufficient notice of your move and negotiating a rent deal for any period that you remain in your current space beyond the term of your current lease (known as a holdover).

2. Insufficient Planning
2. 规划不足

Closely related to the lead time issue is the failure to adequately plan your new space. The way you want to do business should drive the location and design of your space; your real estate shouldn't determine how you do business.
You need to think about how much space you need and whether you need any specialized space (reinforced floors for heavy equipment? a data center? backup power?). An experienced architect and a good tenant broker/representative can help your senior management consider all the right issues, including:
  • How will you coordinate moving all your business functions, particularly technology and your employees?
  • Who will make decisions about the ongoing project (a committee or one person)?
  • What corporate image do you want to project, and what kind of office space will convey this image?
  • What ratio of collaborative office space vs. private office space makes sense for how your business is run?
  • What is your budget?
  • What space plan makes sense for possible growth? (e.g. How much additional space might be needed in the next three to five years? Or is there a possibility of downsizing?)

3. Lack of Representation
3. 代表缺乏

There is no such thing as a "standard commercial lease." Landlords - the building owners and their property managers - do not have your best interests in mind when they draft a lease, and business real estate deals have none of the legal consumer protections of apartment leases. The financial terms and legal provisions of most commercial leases are specialized and hard to understand, and most business people lack the background to effectively review and negotiate a lease agreement.
没有所谓的“标准商业租赁协议”。房东 - 楼房所有者及其物业经理 - 在起草租赁协议时并不考虑您的最佳利益,商业房地产交易没有公寓租赁的法律消费者保护。大多数商业租赁的财务条款和法律条款都是专业化且难以理解的,大多数商业人士缺乏有效审查和谈判租赁协议的背景。
You'll need an experienced commercial real estate lawyer admitted in the state where the property is located - preferably one who has dealt with your landlord (or your landlord's lawyer) in prior deals. You should also seriously consider engaging a tenant broker/representative - a consultant that represents only commercial tenants (and NOT building owners or property managers) in leasing deals. A good tenant rep will know the condition of your market (like the current "market rent" per square foot in your city), the present and future vacancies in the buildings you are considering, and the best way to deal with the landlords of those buildings.
您需要一位有经验的商业房地产律师,该律师在物业所在州获得执照,最好是曾经处理过您的房东(或您房东的律师)在之前的交易中。您还应认真考虑聘请一位租户经纪人/代表 - 一位仅代表商业租户(而不是建筑业主或物业经理)参与租赁交易的顾问。一位优秀的租户代表将了解您所在市场的情况(比如您城市每平方英尺的当前“市场租金”),您正在考虑的建筑物的现有和未来空置情况,以及与这些建筑物的房东打交道的最佳方式。

4. Lack of Due Diligence
4. 缺乏尽职调查

The physical and legal condition of your company's space can significantly affect your business operations, and you need to protect yourself with an investigation of the facts. In addition to reviewing the proposed lease, your real estate lawyer should also:
  • Confirm that the building's zoning will permit your company to conduct its operations as intended.
  • Engage a title company to produce a report of the building's liens, mortgage lenders and any pending legal claims.
In addition to planning and designing your new space, your architect and engineer should inspect the building's electrical, plumbing and HVAC systems and review the space's compliance with building codes, fire and safety regulations, and disabled person access laws. Your architect should also confirm that the leased space actually contains the square footage stated by the landlord.

5. Not Understanding Crucial Lease Provisions
5. 不了解关键的租赁条款

Term. This is the length of the lease - the commencement and termination dates. Like everything else in a commercial lease this not as straightforward as you think.
术语。这是租赁的长度 - 开始和终止日期。就像商业租赁中的其他一切一样,这并不像你想象的那样简单。
Does the term start when you sign it or only after you commence operations in the space (i.e. when the fit-out construction has been completed)?
Even if rent isn't payable until you move in, is your business on the hook for building insurance and maintenance charges starting at the signing?
Near the beginning of the lease, you'll see a clause entitled "Term." This clause describes the length of your lease and specifies the starting and ending dates.
How can the Term be extended - does it happen automatically or only after a party gives notice?
术语如何延长 - 是自动发生的还是只有在一方发出通知后才会发生?
Are there circumstances when you or the landlord can end the Term early?
Calculation of Rent. The calculation of rent and other tenant charges in most commercial leases is complicated and can result in some unpleasant surprises during the lease term if the terms aren't fully understood at the beginning.


Security Deposit. Unlike a standard apartment lease, a commercial landlord can demand more than 2 months' rent in cash. It can be whatever amount the landlord thinks it needs based on the creditworthiness of your business. If you are a brand new business without an operating history this will be a big issue for the landlord.
保证金。与标准公寓租赁不同,商业房东可以要求支付超过 2 个月租金的现金。这可以是房东根据您的企业信用价值认为需要的任何金额。如果您是一家没有运营历史的全新企业,这将成为房东的一个大问题。
The landlord can also demand a security deposit in the form of a Letter of Credit issued by a bank. With an LC your bank sets aside a portion of your cash so that the landlord has an easy remedy if you breach the payment obligations under the lease (the landlord doesn't need to sue you in court).
Improvements & Alterations If the new space needs to be renovated or customized for your operations (a "fit-out"), the lease needs to specifically address these issues. You'll need to negotiate who does the space design work, who does or manages the construction, whether there are hard deadlines for completion and who pays for it. It is also important to reach agreement on any rent payment obligations during the fit-out.
改进和改动 如果新空间需要进行翻新或定制以适应您的运营(即“装修”),租赁协议需要明确解决这些问题。您需要协商谁负责空间设计工作,谁负责或管理施工,是否有完成的硬性截止日期以及由谁支付费用。在装修期间达成任何租金支付义务的协议也很重要。
Parking and Signs. Day-to-day details can also be important in the lease. Does renting space in the building entitle you to a certain number of parking spaces? Do you need to pay for additional spaces if you need them. Where can you install signs identifying your business? Do they need to be designed in a certain way?
停车和标志。 在租赁中,日常细节也可能很重要。 在建筑物中租用空间是否使您有权使用一定数量的停车位? 如果需要额外的停车位,您需要支付吗? 您可以在哪里安装标识您业务的标志? 它们需要以某种特定方式设计吗?
Disputes. If your business and the landlord get into a dispute, how will it be resolved? Is there a required period of negotiation? Do the parties need to submit the dispute to mediation (usually cheaper than court) or can the parties sue each other immediately? Are rent obligations suspended during a major dispute? Can you withhold a portion of the rent that reflects the cost of the disputed issue?

6. Not Focusing the Lease Negotiations on Key Business Issues
6. 不将租赁谈判重点放在关键业务问题上

Prospective tenants should not focus only on the rent and other payment terms - other key lease provisions can be much more significant to the future of your business. It's important to ask and resolve the following questions:
潜在租户不应只关注租金和其他付款条款 - 其他关键的租赁条款可能对您的业务未来更为重要。重要的是要提出并解决以下问题:
How much notice does the landlord entity need to give if it wants to relocate your space to another part of the building?
Can you sublet or assign part of the lease if your business contracts?
Can you acquire additional space in the building if your business expands?
Can you cancel the lease and move to another building if there's insufficient available expansion space?
Can you extend the term if you want to stay in the building?
Can you assign the lease to a buyer of your business?
Is the lease still valid if your business has a change of control?

7. Underestimating Negotiation Leverage
7. 低估谈判筹码

A tenant representative will understand the current condition of the real estate market in your city and the current situation of your particular landlord. For example, does the landlord need tenants? Is it about to lose a major tenant which will cause a significant vacancy in the building? Or does the landlord have a fully leased building for the indefinite future? Without this information, your company won't understand how much negotiating leverage you may have and the range of incentives your landlord may be willing to offer to sign a new tenant.
Landlords will commonly agree to:
  • Periods when no rent is payable (so called "free rent").
  • Periods of discounted rent.
  • Contributions to the costs of the tenant's fit-out of the space.
  • Make certain improvements to the building that the tenant wants or needs.
  • A cap on annual rent increases (including the portions tied to building expenses).
In addition, landlords can often be persuaded that no personal guarantee will be required from the tenant's owners or major shareholders to back up the payment obligations in the lease. Or if a guarantee is required at the beginning of the lease, landlords will sometimes agree that it expires a few years into the initial term once a you establish a reliable payment history.