Clauses that carry the money
Base rent is usually the easiest number to see; the harder ones are escalations, operating expense and real estate tax pass-throughs, and common area charges, which can grow over the term in ways the draft does not make obvious. Read how those charges are calculated, what is excluded, and whether you can audit the landlord's figures. The use clause, any exclusivity protection, and the uses permitted under the building's certificate of occupancy determine whether your business can actually operate there. Repair and replacement duties for the roof, structure, and building systems such as HVAC are often shifted to tenants, sometimes without saying so plainly. A personal guaranty, including the limited good guy guaranty common in New York City, can expose owners to liability beyond the business.
Terms that matter later
Assignment and subletting rights decide whether you can sell the business or downsize, and many leases treat a change in the tenant's ownership as an assignment. Renewal options, early termination rights, and relocation clauses shape your flexibility. Look at what happens on a default, including notice and cure periods, the landlord's remedies, and whether the lease asks you to waive rights you would otherwise have. Delivery condition, the landlord's work, and the date rent begins deserve attention, particularly if permits or a build-out could delay opening. If the property is mortgaged, ask whether you will receive a non-disturbance agreement protecting your tenancy if the lender forecloses. Insurance and indemnity provisions should also be checked with your insurance broker.
What a review produces
We return a marked draft or a short issue list ranked by cost and risk, with suggested language for the points worth negotiating. Before we start, it helps to have the letter of intent, the broker's summary of business terms, your planned use and any build-out plans, and a sense of how long you expect to stay. We compare the draft against the letter of intent, since terms sometimes shift between the two. For landlords, we review the same document from the other direction, looking at enforceability, guaranty coverage, and remedies. The aim is a lease you can live with for the whole term, not just on the day it is signed.
