---

name: retail-lease-agreement language: en description: >- Drafts a U.S. retail lease agreement for shopping center or commercial property tenancies, covering base rent, percentage rent with gross sales definitions, CAM charges, continuous operation obligations, tenant improvement allowances, exclusive use clauses, radius restrictions, and default/remedies provisions. Use when drafting or negotiating retail leases, shopping center leases, or commercial storefront tenancy agreements. Trigger keywords: retail lease, shopping center lease, percentage rent, CAM charges, gross sales, exclusive use, radius restriction, tenant improvement allowance, triple net. tags:

• agreement
• drafting
• transactional

---

Retail Lease Agreement

Drafts a balanced retail lease for shopping center or commercial property tenancies covering financial, operational, and protective provisions for both landlord and tenant.

Prerequisites

1. Party information — legal names, entity types, notice addresses for Landlord and Tenant
2. Premises description — unit number, address, center name, square footage (usable vs. GLA)
3. Lease term — commencement trigger (execution / delivery / opening), expiration, free-rent periods
4. Rent structure — base rent, escalation type, percentage rent rate and breakpoint
5. Tenant improvements — delivery condition, TI allowance amount, construction timeline
6. Negotiated deal points — exclusive use scope, radius restriction distance, CAM cap, merchants' association

Output Structure

Draft sections in order. Populate from deal terms only — do not invent figures.

1. Parties & Premises

• Legal names, entity type, notice addresses
• Premises: unit, address, center name, SF basis (usable / GLA), included common areas

2. Lease Term & Commencement

• Start trigger, expiration date
• Rent abatement (within term or extends term — specify)
• Landlord delivery deadline; Tenant opening deadline

3. Base Rent & Escalations

Period	Annual Rent	Monthly Rent	Escalation Basis
Year 1	[_]	[_]	Fixed
Year 2+	[_]	[_]	Fixed % / CPI / FMV reset

Payment: due 1st of month; remittance address/account; late fee and grace period.

4. Percentage Rent

• Rate: __% of Gross Sales
• Natural breakpoint = Base Rent ÷ Rate (or negotiated fixed breakpoint — specify which)
• Calculation period: monthly / quarterly / annual
• Reporting: within __ days after each period; annual certified statement
• Landlord audit rights: __ days notice; Tenant maintains records __ years

Gross Sales — Include: all revenues from business in/on/from Premises (cash, credit, layaway, online orders fulfilled from Premises, gift card redemptions, vending/kiosk)

Gross Sales — Exclude: returns/refunds, sales tax remitted, employee discounts (cap __%), insurance proceeds for damaged/stolen goods, fixture/equipment sales not in ordinary course

5. Additional Rent (Triple-Net Pass-Throughs)

Charge	Share Basis	Cap / Exclusions
CAM	Pro-rata (Premises SF ÷ total GLA)	Annual increase cap: __%; exclude capital items with useful life >1 yr
Real Estate Taxes	Pro-rata	Include special assessments? [Y/N]
Property Insurance	Pro-rata	Landlord maintains building/CA policy; Tenant pays share

Reconciliation: annual statement within __ days of year-end; Tenant audit right on __ days notice.

Tenant's Own Insurance (Tenant's sole cost):

• CGL: $__M per occurrence / $__M aggregate
• Property/contents: replacement value
• Business interruption: __ months

6. Permitted Use & Continuous Operation

• Permitted Use: exact description of products/services and trade name — no broad categories
• Continuous Operation: operate during all hours center is open to public
• Dark store remedy: percentage rent adjustment / termination right / liquidated damages — specify
• Permitted closures: casualty restoration, force majeure, remodeling with Landlord approval (max __ days)

7. Premises Delivery & Tenant Improvements

Delivery Condition: As-is / Broom clean / Vanilla box (HVAC, electrical, plumbing stubbed)

TI Allowance:

Element	Value
Amount	$__ PSF / $__ total
Eligible costs	Hard construction; architectural fees / permits / PM (specify)
Disbursement	Paid invoices + unconditional lien waivers; Landlord pays within __ days
Expiration	Forfeited if not drawn by __

Construction: Licensed/insured contractors; Landlord-approved plans; all permits and ADA compliance; completion __ days after delivery; open for business __ days after delivery. Delay carve-outs: force majeure and Landlord-caused delays (excusable); all others unexcused.

8. Signage

• Exterior, window, and illuminated signage requires prior written Landlord approval
• Comply with center signage criteria, local zoning, and design guidelines
• Tenant bears all fabrication, installation, maintenance, and removal costs

9. Exclusive Use & Radius Restriction

Exclusive Use (if negotiated):

Element	Value
Protected category	[specific products/services]
Scope	Entire center / Inline only (excludes anchors/pads)
Carve-outs	Existing tenants as of Lease Date; de minimis (<__% of sales)

Radius Restriction (if negotiated):

Element	Value
Radius	__ miles from Premises
Duration	Coterminous with Lease (+ __ months post-expiration if negotiated)
Scope	All locations / Same trade name or ownership only

10. Default & Remedies

Default Type	Notice	Cure Period
Monetary	Written	__ days (typically 5–10)
Non-monetary (curable)	Written	30 days; extended if cure diligently pursued
Non-monetary (incurable)	Written	None

Landlord remedies: termination; re-entry/repossession; reletting on Tenant's account; damages = unpaid rent + reletting costs + unamortized TI + PV of remaining rent less reletting proceeds.

Verify remedies comply with applicable state landlord-tenant law. Do not include unenforceable penalty provisions. [VERIFY]

11. Standard Commercial Provisions

• Assignment/subletting: Landlord consent required; reasonable criteria
• Maintenance: Tenant → interior; Landlord → structure, roof, common areas
• Indemnification: mutual, based on respective negligence/willful misconduct
• Casualty/condemnation: restoration obligations and termination thresholds
• SNDA (subordination, non-disturbance, attornment)
• Estoppel certificates: deliver within __ days of request
• Merchants' association: dues $__ initial; adjustment mechanism __
• Dispute resolution: Litigation / Arbitration (AAA Commercial Rules)
• Governing law: State of __

12. Signature Blocks

• Authorized signatories with title and date for each party
• Corporate authority recitals for entity parties
• Notarization / witness lines if required by state law or for recording

Guidelines

• Gross Sales definition is the most heavily negotiated provision — flag online/omnichannel sales attribution ambiguities for client review
• CAM exclusions: confirm whether management fees are capped (commonly 10–15% of CAM) and whether capital replacements are excluded or amortized
• Continuous operation may be unenforceable as specific performance in some jurisdictions — consider liquidated damages alternative [VERIFY]
• ADA compliance responsibility must be allocated explicitly (common area vs. Premises interior)
• TI disbursements: confirm lien waiver requirements comply with state mechanics' lien statutes [VERIFY]
• Percentage rent breakpoints: distinguish natural (Base Rent ÷ Rate) from artificial (negotiated fixed) — document which applies
• Tag jurisdiction-specific citations with [VERIFY] when accuracy is uncertain