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Lease Decoder
Know before you sign

Commercial lease decoder —
every term explained.

NNN, CAM, TI allowance, personal guarantees, rent escalation — the terms landlords use that most founders don't understand. Click any card to see real examples, red flags, and exactly how to negotiate.

8lease terms decoded
$300cost of a 1-hr attorney review
Neversign without reading every page
⚠ Watch out — hidden costs
Triple Net (NNN)
You pay base rent PLUS property taxes, building insurance, and maintenance
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In a NNN lease, the tenant pays three "nets" on top of base rent: property taxes, building insurance, and maintenance/repairs. Your quoted rent is never your real rent in a NNN — the actual monthly cost is often 20–40% higher than the base rate.

Real example

You sign a NNN lease at $3,000/mo base rent. Property taxes add $400/mo. Building insurance adds $180/mo. CAM charges add $320/mo. Your real monthly cost: $3,900/mo — 30% more than quoted.

Red flags
  • No cap on annual NNN expense increases
  • Landlord controls all maintenance vendors (markup risk)
  • Shared expenses with other tenants not clearly defined
  • No right to audit the landlord's expense calculations
How to negotiate
  • Request 12 months of historical NNN expense statements before signing
  • Negotiate a NNN expense cap (e.g., max 5% annual increase)
  • Ask for the right to audit NNN expenses once per year
  • Get all expense definitions in writing — what's included vs. excluded
Bottom line: Always ask for the "all-in" monthly cost including NNN before comparing spaces. A $2,500/mo NNN space can easily cost more than a $3,200/mo gross lease space.
⚠ Negotiate a CAM cap
CAM Charges
Common Area Maintenance — your share of shared space costs
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CAM charges are your proportionate share of the costs to maintain shared areas — parking lots, lobbies, hallways, landscaping, lighting. They're billed monthly as an estimate, then reconciled annually against actual expenses. Many tenants are shocked by the annual "true-up" bill.

What CAM typically includes
  • Parking lot maintenance, resurfacing, and lighting
  • Landscaping and exterior maintenance
  • Lobby, hallway, and common restroom cleaning
  • Security systems and personnel
  • Property management fees (sometimes — negotiate to exclude)
  • Snow removal (less relevant in Hawaii!)
The CAM reconciliation trap

Most CAM is estimated monthly. At year end, the landlord calculates actual expenses and bills you the difference. If CAM was underestimated, you get an unexpected bill. A tenant paying $300/mo in estimated CAM might face a $2,400 true-up at year end.

How to negotiate
  • CAM cap: Limit annual increases to 3–5%/yr maximum
  • Exclusions: Negotiate to exclude management fees, capital improvements, and above-the-roof repairs
  • Audit rights: Right to audit CAM expenses annually
  • Base year: Establish a base year so you only pay increases, not the full amount
Always ask: "What were the actual CAM expenses for the past 2 years?" This tells you what you'll actually pay vs. the estimate.
✓ Always negotiate higher
TI Allowance (Tenant Improvement)
Money the landlord gives you to build out the space
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A TI allowance is a credit the landlord provides to help you build out the space to your specifications. It's one of the most negotiable items in any commercial lease — and most tenants leave significant money on the table by accepting the first offer.

How TI works
  • Landlord offers a dollar amount per square foot (e.g., $40/sqft)
  • You hire contractors, spend the money on approved improvements
  • Submit receipts — landlord reimburses up to the TI cap
  • Any buildout cost above the TI cap comes out of your pocket
Real example — the negotiation math
Scenario
First offer ($30/sqft)
Negotiated ($48/sqft)
Space size
1,200 sqft
1,200 sqft
TI allowance
$36,000
$57,600
Buildout cost
$58,000
$58,000
Out of pocket
$22,000
$400
One conversation saved $21,600. Landlords typically have 20–40% more TI room than their first offer. Always counter — the worst they can say is no.
⚠ Biggest personal risk in most leases
Personal Guarantee
You personally guarantee the lease — LLC protection is gone
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A personal guarantee means that if your business can't pay rent, the landlord can sue you personally — bypassing the limited liability protection your LLC normally provides. It's the single most dangerous clause in most commercial leases.

Real example

A founder signs a 5-year lease at $4,000/mo with a full personal guarantee. The business closes in year 2. Remaining lease: 3 years. The landlord can pursue $144,000 from the founder personally — bank accounts, personal assets, everything.

Types of personal guarantees
  • Full guarantee: You're personally liable for the entire remaining lease term
  • Limited guarantee: Liability capped at a specific dollar amount or time period
  • Burn-off guarantee: Your personal liability decreases each year you pay rent on time
  • Good guy clause: Liability ends when you vacate and give proper notice
How to negotiate
  • Push for a "burn-off" — guarantee reduces by 20% each year of on-time payments
  • Cap the guarantee at 6–12 months of rent (not the full term)
  • Add a "good guy" clause — cuts off liability when you vacate with proper notice
  • Offer a larger security deposit in exchange for a shorter guarantee period
Never accept a full personal guarantee without a burn-off or cap. This is the #1 thing an attorney will flag in your lease review.
⚠ Model the full term before signing
Rent Escalation
Annual rent increases — the compounding nobody calculates
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Almost every commercial lease includes annual rent increases — typically 3–5% per year. The compounding effect over a 5-year lease is significant. Most founders only look at year 1 rent when evaluating a space, not the total cost of the full term.

The compounding math at $3,000/mo base rent
YearAt 3%/yrAt 5%/yrAt CPI (variable)
Year 1$3,000$3,000$3,000
Year 2$3,090$3,150$3,120
Year 3$3,183$3,308$3,307
Year 4$3,278$3,473$3,440
Year 5$3,376$3,828$3,600+
Total 5 yrs$193,836$213,060$208,000+
Types of escalation clauses
  • Fixed percentage: Rent increases by a set % each year (most common)
  • CPI-based: Increases tied to the Consumer Price Index — can be unpredictable
  • Stepped increases: Pre-set rent for each year (most predictable — try to get this)
Always ask for: A fixed stepped schedule (e.g., $3,000 · $3,090 · $3,183 · $3,278 · $3,376 written into the lease) so there are no surprises. Avoid CPI-based escalation if possible.
✓ Most founder-friendly lease type
Gross Lease
Landlord pays all operating expenses — you pay one flat rent
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In a gross lease, you pay one fixed monthly amount and the landlord covers all operating expenses — property taxes, insurance, maintenance, and repairs. It's the simplest, most predictable lease structure for a founder.

Why gross leases are better for founders
  • Completely predictable monthly cost — easy to budget
  • No annual CAM reconciliations or surprise true-up bills
  • No need to audit the landlord's expense calculations
  • Landlord absorbs cost increases in property taxes and maintenance
Watch out for "modified gross" leases

A modified gross lease looks like a gross lease but passes through some expenses — often utilities, janitorial, or increases above a "base year." Always ask: "Is this a full gross or modified gross? What exactly am I responsible for?"

Negotiation tip: If a landlord won't offer a gross lease, ask to convert a NNN to a modified gross by having all NNN expenses included in a fixed monthly "load" — so your total monthly cost is set and predictable.
✓ Always request this clause
Exclusivity Clause
Prevents the landlord from renting to your direct competitors
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An exclusivity clause prohibits the landlord from renting to a business that directly competes with yours in the same property or development. Without it, the landlord can rent the space next door to your exact competitor.

Real example

A coffee shop opens in a strip mall without an exclusivity clause. 18 months later, the landlord rents the adjacent unit to a competing café. The original tenant has no legal recourse — and watch 30% of their revenue walk next door.

How to write it — specificity matters
  • Too vague (won't hold up): "No competing business in the property"
  • Better: "No other tenant may operate a coffee shop or café serving espresso-based beverages"
  • Best: Define your specific business category, product types, and the radius (property, 500 ft, etc.)
Essential for: Restaurants, cafés, retail shops, salons, fitness studios, and any business where proximity to a competitor directly affects revenue.
→ Critical if you ever plan to sell
Assignment & Subletting Rights
Your right to transfer the lease if you sell your business
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Assignment rights give you the ability to transfer your lease to a new tenant — most importantly, to the buyer of your business. Without this, the landlord can block a business sale or demand a new lease at market rate, potentially killing your exit.

Assignment vs. subletting
  • Assignment: You transfer the entire lease to a new tenant — you're off the hook
  • Subletting: You rent to another tenant but remain responsible to the landlord
What to negotiate
  • Right to assign with landlord's consent — "not to be unreasonably withheld or delayed"
  • Landlord's approval timeframe (e.g., 30 days to respond)
  • Release from personal guarantee upon assignment to a qualified buyer
  • Subletting rights for temporary vacancies
  • No landlord profit-sharing on any assignment premium
If you ever plan to sell your business, assignment rights are non-negotiable. Get them in the lease from day one — they're much harder to add later.
Never sign a commercial lease without reading every page. If in doubt, pay a real estate attorney $300–$500 for a 1-hour lease review — it's the best money you'll spend. One missed clause can follow your business for a decade.

Commercial lease types compared

There are four main types of commercial leases. Understanding which type you're signing is the first step — everything else flows from there.

Triple Net (NNN)
Most common in retail/commercial

You pay base rent + property taxes + building insurance + maintenance. Most unpredictable — costs can vary significantly year to year.

Watch for: No expense caps, undefined CAM, large year-end reconciliation bills
Double Net (NN)
Less common than NNN

You pay base rent + property taxes + building insurance. Landlord covers maintenance. Slightly more predictable than NNN.

Watch for: Blurry line between "maintenance" and what's actually your responsibility
Modified Gross
Good middle ground

Base rent is fixed but you pay some operating expenses (usually utilities, janitorial). More predictable than NNN with some landlord cost-sharing.

Tip: Get every expense itemized in writing — "modified" means different things to different landlords
Full Service / Gross
Most founder-friendly

One flat monthly payment covers everything — rent, taxes, insurance, maintenance. Completely predictable. Landlord absorbs all operating cost increases.

Worth paying a premium for: The predictability and simplicity are worth 10–15% more in base rent for most founders

Lease negotiation guide

Every item in a commercial lease is negotiable. Here's what to ask for, what to push back on, and what you absolutely must not skip.

The non-negotiables — fight for these every time
ClauseWhat to ask forWhy it matters
Personal guaranteeBurn-off over 3 years, or cap at 6–12 months rentProtects your personal assets if the business closes
TI allowanceAlways counter — ask for 20–40% more than offeredOne conversation can save $10,000–$50,000
CAM capMax 3–5% annual increase on CAM expensesPrevents surprise CAM reconciliation bills
Assignment rightsRight to assign with consent "not unreasonably withheld"Lets you sell the business without landlord blocking it
ExclusivityNo competitor in the same property (define specifically)Protects your revenue from landlord renting to competitors
Termination optionEarly termination right after Year 2–3 with 6 months noticeExit ramp if business circumstances change significantly
Additional items worth negotiating
ItemAsk for
Free rent period1–3 months free rent at start (very common in slower markets)
Renewal optionRight to renew at a capped rate (e.g., no more than 5% above current rent)
Audit rightsRight to audit NNN/CAM expenses once per year at your own cost
Signage rightsExterior signage rights — size, placement, and approval process
ParkingDedicated or reserved parking spaces at no extra charge
HVAC responsibilityLandlord responsible for HVAC replacement (not just maintenance)
Permitted useBroad permitted use clause — don't let landlord restrict your business type too narrowly
The best $300–$500 you'll spend: a 1-hour commercial lease review with a real estate attorney before signing. They'll flag issues you'd never catch and help you negotiate the most important points.
In Hawaii, commercial tenants have relatively limited statutory protections compared to residential tenants. Everything is in the lease document itself — which is exactly why negotiating the right clauses from day one is critical.

Quick lease glossary

The terms you'll see in a commercial lease — explained in plain English.

Abatement
A period of free or reduced rent — usually at the start of a lease. Same as a "rent holiday."
Base year
The reference year used to calculate expense increases. You only pay increases above the base year amount.
Build-out
Construction work done to customize the space for your business. TI allowance helps cover this cost.
Certificate of Occupancy
Government document certifying the space is legally safe to occupy. Required before opening.
Commencement date
The date your lease officially starts — may differ from the date you start paying rent.
Holdover
Staying in the space after your lease expires without signing a new lease. Usually triggers penalty rent (125–150% of normal).
Landlord's Work
Improvements the landlord agrees to complete before you take possession, at their cost.
Letter of Intent (LOI)
A non-binding document outlining the basic deal terms before the formal lease is written. This is where you negotiate.
Lessee / Lessor
Lessee = tenant (you). Lessor = landlord. These terms are used interchangeably with tenant/landlord in most leases.
Proportionate share
Your percentage of the building's total leasable area — used to calculate your share of CAM expenses.
Right of first refusal
The right to match any offer the landlord receives for an adjacent space before they lease it to someone else.
Security deposit
Money held by the landlord as protection against default. Typically 1–3 months rent. Should be returned at lease end.
Shell condition
The space is unfinished — bare concrete, no walls, no HVAC. Requires the most build-out but highest TI potential.
Vanilla box
Basic finished space — drywall, HVAC, basic lighting. Requires less build-out than shell but less TI than a fully built space.
Use clause
Defines what your business can do in the space. A narrow use clause can restrict future pivots — negotiate broad language.
Yield up
The condition in which you must return the space at lease end — usually "broom clean" and in the same condition as received.
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