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PLAYBOOK TEMPLATES

Tenant Improvement Allowance Agreement

A Tenant Improvement Allowance Agreement defines funding and construction terms for tenant space modifications. This playbook provides negotiation insights on payment schedules, approval rights, and completion standards.

Force Majeure Clauses

Why This Matters: Inadequate force majeure terms can leave parties exposed to liabilities during natural disasters, pandemics, or supply chain failures.

Negotiation strategy

If you're the Landlord:

Ensure the clause includes a comprehensive list of events and clear notice requirements. Advocate for mutual obligations to mitigate impacts.

If you're the Tenant:

Negotiate for a reasonable timeframe for notification and ensure the clause does not allow for overly broad interpretations.

Essential elements

1

Event List

Comprehensive list of events.
2

Notice Requirements

Timeframe for notifying other party.
3

Mitigation Obligations

Steps to reduce impact.

Action framework

ACCEPT

Propose edits if the event list is incomplete or notice requirements are unclear.

EDIT

Reject if the clause allows for abuse or overly broad interpretations.

ADD

Add language if the clause is missing or lacks mutual obligations.

PRO TIP

Always ensure the clause aligns with jurisdiction-specific requirements to avoid legal conflicts.

Example clauses

FAVORABLE

Preferred Force Majeure Clause

"Neither party shall be liable for any failure to perform its obligations due to events beyond its control, including but not limited to natural disasters, pandemics, government actions, war, terrorism, strikes, or lockouts. The affected party must notify the other party within [X] days of the occurrence and take reasonable steps to mitigate the impact."
NEUTRAL

Fallback Force Majeure Clause

"In the event of a force majeure, the affected party shall notify the other party as soon as practicable and both parties shall use reasonable efforts to resume performance."
UNFAVORABLE

Broad Force Majeure Clause

"The party affected by force majeure shall not be liable for any delay or failure in performance, with no specific events or notice requirements outlined."

Fallbacks

High-Risk Projects

In high-risk projects, ensure the clause includes specific events relevant to the project's nature and location.

International Contracts

For international contracts, consider additional geopolitical events and ensure compliance with local laws.

Long-Term Agreements

In long-term agreements, regularly review and update the clause to reflect changing circumstances and risks.
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