Key Terms to Review in an Office Lease Agreement

Before signing an office lease, a business should review 12 groups of provisions covering chargeable area, lease term, rent, operating costs, the security deposit, handover, fit-out, use rights and termination. The objective is to define the parties’ financial obligations and rights, and establish what happens when space requirements or operating conditions change during the lease.

1. What is an office lease agreement?

An office lease agreement is an agreement under which the landlord gives the tenant the right to use an asset or part of a property for a defined period, and the tenant pays rent. Article 472 of Vietnam’s 2015 Civil Code provides the general principles for property leases, while the parties generally agree the rent and lease term.

For transactions governed by real estate business law, the 2023 Law on Real Estate Business treats a lease of a building or floor area intended for office use as a real estate business contract. Article 46 addresses the parties, leased property, rent, payment, handover, rights and obligations, breach, termination and dispute resolution.

Decree No. 96/2024/ND-CP also provides a reference form in Appendix VI for leasing a building or floor area intended for office use.

2. Twelve office lease clauses to review

Each clause should be tested against three questions: what the agreement says, where risk may arise and what must be clarified or negotiated.

2.1 Leased area and the measurement method

Confirm which area is used to calculate rent, rather than relying only on the area shown in a quotation. The two common concepts are net and gross area. Depending on the building’s measurement method, the chargeable area may include common space or areas that cannot accommodate workstations. Review the distinction between net and gross floor area before signing.

• Whether the contract area is net or gross
• Whether the attached floor plan matches the stated area
• Who certifies the area
• Which common areas are included in rent
• How rent changes if the area delivered differs from the agreement

Negotiation point: Agree the measurement method and the final area used to calculate rent.

2.2 Lease term and renewal conditions

Distinguish the handover date, lease commencement date and rent commencement date. These dates may differ when the tenant needs time for fit-out. The office lease term should reflect the workforce plan, fit-out investment and potential changes in scale.

• Premises handover date
• Lease commencement date
• Rent commencement date
• Expiry date
• Renewal notice period
• Method for setting renewal rent
• Any mid-term break mechanism

Negotiation point: Agree the committed term, renewal rights and an option to terminate at a defined date if requirements change.

2.3 Rent and rent-adjustment mechanism

Rent provisions should be detailed enough for the business to forecast the full-term cost.

• Rental rate
• Area used to calculate rent
• Payment currency
• VAT
• Whether service charges are included or separate
• Payment cycle
• Adjustment date
• Adjustment formula or percentage

Avoid wording such as ‘adjusted to market rates’ without an objective basis. In a long-term lease, different escalation mechanisms can materially affect total cost.

Negotiation point: Define the adjustment date, calculation method and level of budget predictability for later periods.

2.4 Service charges and additional costs

Do not assess an office by rent per sqm per month alone. The total budget also includes service charges and other operating expenses.

Review common hidden office leasing costs in the contract and appendices.

• Service or management charges
• Electricity and water
• Air conditioning
• After-hours working charges
• Car and motorbike parking
• Internet and telecommunications
• Cleaning of the private area
• Maintenance of tenant-owned equipment
• Costs arising during fit-out

The agreement or an appendix should identify which items are included, which are charged separately and whether the landlord can adjust fees during the term.

Negotiation point: Focus on recurring charges that directly affect the monthly total occupancy cost.

2.5 Security deposit and refund conditions

When reviewing the security deposit and payment terms, focus on refund conditions as well as the amount payable.

• Which charges form the basis of the deposit
• Payment date
• Circumstances in which the landlord may make deductions
• Obligations required before refund
• Refund deadline
• Procedure when the parties dispute repair or reinstatement costs

If refund depends on the landlord’s inspection, agree the inspection and acceptance standard at the outset.

Negotiation point: Define the refund deadline, permitted deductions and documents needed for the refund.

2.6 Handover and office fit-out conditions

Handover affects the construction programme, relocation date and rent commencement. The premises may be delivered as a bare shell, semi-fitted space, fully fitted space or premises containing the previous tenant’s furniture. The handover record should describe ceilings, floors, electricity, air conditioning, technical connection points, equipment and fire-safety systems.

Confirm the following for the office fit-out:

• Date of access
• Fit-out period
• Rent commencement date
• Drawing-approval process
• Contractor rules
• Permitted materials-delivery hours
• Fit-out deposit, if any
• Inspection requirements before operation

Negotiation point: Align the handover date, fit-out period and rent commencement date.

2.7 Operating hours and after-hours charges

This clause is particularly important for shift-based businesses, 24/7 teams and regular weekend users. Check operating hours for air conditioning, lifts, security, parking, the lobby, access routes and related technical systems. If charges apply, the contract should define the billing unit and services provided. Review how overtime office usage fees are calculated.

Negotiation point: Agree a charging mechanism that matches the tenant’s actual frequency of after-hours work.

2.8 Maintenance and repair obligations

Allocate maintenance responsibilities by system instead of relying on a general statement that the landlord is responsible for maintenance.

The agreement should also define the reporting process and response time when an incident affects operations.

Negotiation point: Define responsibility and the remedy when an incident continues beyond the agreed response time.

2.9 Early termination

Early termination determines how much flexibility a business retains if it restructures, reduces headcount or changes location.

• Whether the tenant may terminate early
• Required notice period
• Remaining financial obligations
• Treatment of the deposit
• Whether reinstatement must be completed before termination
• Remedies if the landlord breaches its obligations
• Any agreed contractual break right

If the business needs the option to leave at a defined point, negotiate and document it before signing.

Negotiation point: State the break right, notice period, deposit treatment and remaining obligations.

2.10 Assignment and subleasing

Review this clause if the business may restructure during the term. Relevant scenarios include:

• Changing the tenant legal entity
• A merger, acquisition or corporate restructuring
• Transferring the lease to an affiliate
• Use by a parent and subsidiary
• Use of part of the office by a third party
• Transferring surplus space after a reduction in area

The agreement should state whether assignment, subleasing or a change of tenant entity is permitted and whether the landlord’s written consent is required.

Negotiation point: Define use by related entities and the procedure for corporate restructuring.

2.11 Reinstatement and return of the premises

Reinstatement usually arises at lease expiry and may affect when the deposit is refunded.

• Required condition on return
• Furniture and improvements to be removed
• Items the landlord will accept
• Whether altered mechanical and electrical systems must be restored
• Inspection standard
• Completion deadline
• Records used to compare the original condition

Keep the original handover record, drawings and condition photographs throughout the lease.

Negotiation point: Agree the reinstatement scope and acceptance standard.

2.12 Risk and legal liability

The risk clause should define what happens when the office or building cannot operate normally. Separate the issues into three groups:

• Force majeure:Define covered events, the notice process and the effect on each party’s obligations.
• Operating incidents:Define the response to interrupted electricity, water, air conditioning, access or technical systems.
• Insurance and property:Allocate responsibility for the tenant’s assets, building assets and damage caused by either party.

Do not classify every incident as force majeure. The contract should provide a response and corresponding responsibility for each type of event.

3. Which clauses should receive negotiation priority?

Priorities depend on the operating model. A minor issue for one tenant may be decisive for another.

A business making a large fit-out investment should prioritise handover, the rent-free fit-out period and reinstatement. A fast-growing business should focus on the agreed break right, assignment and the ability to change its leased area.

4. Office lease checklist before signing

Use this checklist to reconcile the quotation, agreed commercial terms and final lease:

• Chargeable area confirmed
• Measurement method defined
• Rental rate stated clearly
• VAT shown correctly
• Service charges separated
• Costs beyond rent listed
• Payment cycle agreed
• Handover date defined
• Rent commencement date defined
• Lease term and expiry date confirmed
• Rent-free fit-out period documented
• Rent-adjustment mechanism defined
• Deposit and permitted deductions stated
• Deposit refund deadline stated
• Fit-out rights and approval process confirmed
• Operating hours and overtime charges checked
• Maintenance responsibilities allocated
• Renewal conditions documented
• Early-termination conditions checked
• Assignment or subleasing rights stated
• Reinstatement obligations defined
• Force majeure and incident handling checked
• Technical appendices consistent with the lease
• All terms agreed in the quotation or commercial proposal incorporated into the final lease

A common negotiation error is failing to incorporate terms agreed by email, quotation or commercial proposal into the final agreement. Reconcile every agreed condition before signing.

5. How Maison Office supports lease review and negotiation

Office lease provisions can be difficult for small and medium-sized businesses and foreign companies newly established in Vietnam. Measurement methods, rent adjustments and reinstatement requirements often use legal and commercial real estate terminology that can lead to misunderstandings or overlooked rights.

Maison Office acts as an independent adviser during lease evaluation and review. Its support includes detailed analysis of key clauses and potential costs, negotiation proposals based on data from more than 2,000 office leasing transactions in Hanoi and Ho Chi Minh City, and direct representation in discussions with building owners.

Compare office leasing advisory services and traditional brokerage when choosing support for the transaction.

Maison Office states that it has more than 10 years of experience and supports businesses from inspections and building selection through completion of the office lease.

6. Frequently asked questions about signing an office lease

6.1 Must an office lease be notarised?

Not every office lease must be notarised. The source article cites Article 492 of the 2015 Civil Code and states that, for a term of six months or longer, the parties may choose notarisation to strengthen the document’s legal standing. Some business-registration procedures may require a notarised lease.

Review the current guidance on office lease notarisation in Vietnam for the specific transaction.

6.2 Which clauses commonly cause disputes?

Frequent areas of dispute include the lease term and early termination, area and service-charge calculations, reinstatement and deposit retention, and annual or CPI-linked rent adjustments without prior notice. Ambiguous wording or missing appendices can lead to different interpretations at lease expiry.

6.3 Can after-hours charges be negotiated?

Yes. Charges for air conditioning, lifts and electricity outside normal hours vary by building. A tenant may negotiate a free allowance, a lower block rate or cost sharing with other tenants on the floor. Document the agreed terms in an appendix before signing.

6.4 Which legal documents should be checked before signing?

Check the landlord’s land-use or building-ownership certificate, the construction permit or approved change of use where relevant, and a valid fire-safety acceptance record. These checks reduce risk when registering the head office or resolving a later dispute.

See the broader list of documents required for leasing an office in Vietnam.

6.5 What happens if the landlord terminates early?

Refer to the signed termination clause to determine compensation, deposit treatment and related costs. The agreement should address these matters from the outset so that remedies do not apply only to the tenant.

Bui Duc Huy

Editor and content team manager at Maison Office.

With over 5 years of experience in consulting and extensive content editing in the real estate services and interior design field. Sharing valuable information with customers, partners, and attracting millions of views.