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.
Why This Matters: Undefined repair obligations can cause cost overruns, operational downtime, and disputes over property condition.
Negotiation strategy
If you're the Landlord:
Ensure that major structural repairs and capital improvements are clearly defined as the landlord's responsibility. Include provisions for regular inspections to prevent major issues.
If you're the Tenant:
Negotiate for the tenant to handle only routine maintenance and minor repairs. Seek clarity on cost-sharing for any capital improvements.
Essential elements
1
Routine Maintenance
Tenant handles minor repairs.
2
Major Repairs
Landlord handles structural repairs.
3
Capital Improvements
Cost allocation and approval process.
Action framework
ACCEPT
Propose edits if responsibilities are not clearly defined or if cost-sharing is ambiguous.
EDIT
Reject clauses that unfairly allocate all repair responsibilities to one party.
ADD
Add language specifying maintenance standards and inspection routines.
PRO TIP
Always define the standards for maintenance and repair work to avoid disputes.
Example clauses
FAVORABLE
Preferred Maintenance Clause
"The Tenant shall be responsible for routine maintenance and minor repairs, while the Landlord shall handle major structural repairs and capital improvements. All work must meet industry standards."
NEUTRAL
Fallback Maintenance Clause
"The Tenant and Landlord shall share responsibilities for maintenance and repairs as mutually agreed upon, with costs allocated based on the nature of the work."
UNFAVORABLE
Unclear Maintenance Obligations
"The Tenant shall be responsible for all maintenance and repairs without further specification."
Fallbacks
High-Risk Properties
In high-risk properties, ensure that emergency repair procedures are clearly outlined to prevent significant damage.
Shared Spaces
For properties with shared spaces, clarify how maintenance responsibilities are divided among tenants.
Historic Buildings
In historic buildings, additional considerations for preservation and compliance with regulations may be necessary.
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