Primary-source clause research

Compare real audit-rights clauses

See how 10 filed leases handle audit rights.

Each example links to the full SEC exhibit. These examples are not legal advice. Read the full lease. Ask counsel before you act.

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What to compare

One clause can set many gates

A deadline is only one part. Check who may review. Check what must stay private. Then check the dispute steps.

Start and finish dates

Some leases set more than one clock.

Reviewer limits

The clause may name who can inspect the records.

Dispute steps

Payment, costs, and final review can follow separate rules.

Compare by clause feature

Find the leases that cover each rule

Pick a feature. Then jump to each filed lease that states a matching term.

Notice windows

Reviewer restrictions

Confidentiality

Payment-before-dispute

Cost shifting

Contingency restrictions

Finality

Survival

10 filed lease examples

Read the clause before you set the plan

The short quote shows the key language. The fields below map the nearby review terms in the filed exhibit.

Example 1

Exact Sciences

Exact Sciences Corporation with University Research Park, Inc.

441 Charmany Drive, Madison, Wisconsin

Exhibit 10.1, Second Amended and Restated Lease · September 28, 2018

Read the SEC exhibit
Any such audit shall be limited to the current year and the two (2) previous years.
What starts the review
Tenant chooses to audit common area maintenance and facilities charges.
Time limit
The current year and the two prior years.
Who may review
Not stated in the excerpt
Privacy rule
Not stated in the excerpt
Payment during a dispute
Not stated in the excerpt
Who pays review costs
The tenant bears the audit cost.
Contingency fee rule
Not stated in the excerpt
How the dispute ends
Not stated in the excerpt
Rule after the lease ends
Not stated in the excerpt

Plain takeaway

The lookback reaches the current year plus two prior years.

Example 2

Water Now

Hydraspin USA and Water Now, Inc. with TCRG Opportunity XVII, L.L.C.

Suite 110, 5000 South Freeway, Fort Worth, Texas; 58,826 rentable square feet

Exhibit 10.11, Lease · Effective December 28, 2018

Read the SEC exhibit
Tenant, at Tenant's expense, will have the right to audit the Operating Expenses.
What starts the review
Tenant chooses to audit operating expenses.
Time limit
Up to 18 months after the expense year, with no more than one audit per year.
Who may review
Not stated in the excerpt
Privacy rule
Not stated in the excerpt
Payment during a dispute
Tenant must keep paying disputed additional rent.
Who pays review costs
Landlord pays the audit cost if the overcharge is at least 3%, capped at the overcharge.
Contingency fee rule
Not stated in the excerpt
How the dispute ends
Not stated in the excerpt
Rule after the lease ends
The payment and operating-expense duties in Section 3 survive termination or expiration.

Plain takeaway

The clause pairs an 18-month window with a 3% cost trigger.

Example 3

Canvas On Demand

Canvas On Demand, LLC with Commercial Flex Associates, LLC

Suite 102, 10700 World Trade Park, Raleigh, North Carolina; 35,164 square feet

Exhibit 10.9, Lease · Executed April 21, 2009

Read the SEC exhibit
Tenant may engage an independent auditor to review Landlord's Statement at Tenant's cost.
What starts the review
Tenant chooses to review and contest the landlord's statement.
Time limit
Not stated in the excerpt
Who may review
Tenant must use an independent auditor.
Privacy rule
Not stated in the excerpt
Payment during a dispute
Not stated in the excerpt
Who pays review costs
Landlord reimburses the audit cost if errors cut common area maintenance charges by at least 10%.
Contingency fee rule
Not stated in the excerpt
How the dispute ends
The tenant auditor's findings face independent review by the landlord auditor, whose decision is final and binding.
Rule after the lease ends
Not stated in the excerpt

Plain takeaway

The clause gives the landlord auditor the last review.

Example 4

Duolingo

Duolingo, Inc. with Alpha 4, L.P.

5900 Penn Avenue, Pittsburgh, Pennsylvania; 17,649 square feet of office and retail space

Exhibit 10.1(a), Office Lease · November 18, 2015

Read the SEC exhibit
Tenant may designate, within 90 days after delivery of any statement, an agent to inspect Landlord's books and records.
What starts the review
Tenant must act after receiving the annual statement.
Time limit
The designation window is 90 days. Review covers the current calendar year.
Who may review
No review is allowed during a continuing default. A subtenant cannot inspect.
Privacy rule
The agent must keep the review and records confidential.
Payment during a dispute
Not stated in the excerpt
Who pays review costs
Landlord pays the final accounting firm if the overcharge is more than 3%. Otherwise, tenant pays.
Contingency fee rule
The reviewing agent may use a contingency fee.
How the dispute ends
An unaffiliated national or regional accounting firm makes a final, binding decision.
Rule after the lease ends
Not stated in the excerpt

Plain takeaway

This example allows contingency fees but limits who may inspect.

Example 5

Century Theatres

Century Theatres, Inc. with SY Arden Way, LLC

Theater in the Howe 'Bout Arden Center, Sacramento, California

Exhibit 10.28(a), Lease · May 26, 2015

Read the SEC exhibit
Within two (2) years after receipt of Landlord's statement of Common Area Expenses for any year, Tenant may audit all accounting books.
What starts the review
Tenant receives the landlord's common area expense statement.
Time limit
Two years after receipt of the statement.
Who may review
A designated representative reviews during normal hours without interfering with operations.
Privacy rule
Not stated in the excerpt
Payment during a dispute
A party holding disputed funds must keep them in a separate account while the dispute is pending.
Who pays review costs
Landlord pays reasonable audit costs if expenses were overstated by more than 5%.
Contingency fee rule
Not stated in the excerpt
How the dispute ends
An unresolved dispute moves to arbitration.
Rule after the lease ends
Not stated in the excerpt

Plain takeaway

The clause gives the tenant two years to start its review.

Example 6

United Natural Foods

United Natural Foods, Inc. with Meridian-Hudson McIntosh, LLC

Suite 1, Meridian Distribution Center, 6100 McIntosh Road, Sarasota, Florida; 393,580 square feet

Exhibit 10.33, Lease · March 16, 2007

Read the SEC exhibit
Only Tenant or a certified public accountant that is not being compensated for its services on a contingency fee basis shall conduct such inspection.
What starts the review
Tenant must give written notice after receiving the annual statement.
Time limit
The inspection period is 120 days, with at least 15 days of notice.
Who may review
Only the tenant or a certified public accountant may inspect.
Privacy rule
The audit information must stay confidential.
Payment during a dispute
Tenant must pay the stated balance even if it objects.
Who pays review costs
Landlord reimburses up to $5,000 if the error is more than 3%.
Contingency fee rule
The accountant cannot use a contingency fee.
How the dispute ends
A late challenge is waived.
Rule after the lease ends
The confidentiality duty survives lease expiration or termination.

Plain takeaway

The clause combines a 120-day window with payment and privacy rules.

Example 7

Taleo

Taleo Corporation with BIT Holdings Fifty-Six, Inc.

Dublin Corporate Center, 4140 Dublin Boulevard, Dublin, California

Exhibit 10.1, Lease · March 16, 2006

Read the SEC exhibit
Tenant shall exercise its audit right on not less than fifteen (15) days' prior written notice.
What starts the review
Tenant may audit the current year while it has no material default. A 6% overcharge opens two prior years.
Time limit
Tenant must act within 90 days and give at least 15 days of notice.
Who may review
Tenant or an independent certified public accountant may audit. Subtenant and some assignee reviews are barred.
Privacy rule
The accountant must keep strict confidence and agree not to seek work from other tenants.
Payment during a dispute
Tenant must pay disputed amounts while the review is pending.
Who pays review costs
Not stated in the excerpt
Contingency fee rule
The accountant cannot use a contingency fee.
How the dispute ends
Binding arbitration ends in a final, non-appealable order.
Rule after the lease ends
Not stated in the excerpt

Plain takeaway

A 6% finding can open two more years for review.

Example 8

Collegium Pharmaceutical

Collegium Pharmaceutical, Inc. with Campanelli-Trigate Stoughton, LLC

100 Technology Center Drive, Stoughton, Massachusetts; 50,678-square-foot office and technology building

Exhibit 10.2, Lease · 2018; day not stated in the filed exhibit

Read the SEC exhibit
Tenant may inspect and examine Landlord's books and records for prior years.
What starts the review
Tenant must give notice after receiving final annual statements and have no uncured default.
Time limit
Six months after receipt of the final statements.
Who may review
A qualified employee or designated accountant may inspect.
Privacy rule
Strict confidentiality applies. A breach ends the current and future inspection right.
Payment during a dispute
Tenant must keep paying rent without setoff or deduction.
Who pays review costs
Landlord reimburses reasonable inspection costs if the overcharge is at least 5%.
Contingency fee rule
The accountant cannot use a contingency fee.
How the dispute ends
Errors are corrected if landlord agrees or a court gives a final decision for tenant.
Rule after the lease ends
Not stated in the excerpt

Plain takeaway

The privacy rule can end future inspection rights after a breach.

Example 9

CareView Communications

CareView Communications, Inc. with Jackson-Shaw/Vista Point, Ltd.

405 State Highway 121, Building B, Lewisville, Texas; 10,578 square feet

Exhibit 10.43, Lease · Executed September 8, 2009

Read the SEC exhibit
Tenant may, at Tenant's expense during Landlord's normal business hours, elect to audit Landlord's Common Area Maintenance Expenses.
What starts the review
Tenant must elect the audit after receiving the annual cost statement and have no uncured default.
Time limit
The election period is 90 days. The audit starts within 30 days and ends within 45 days after records are available.
Who may review
An independent certified public accountant must review. A qualifying landlord report can remove the audit right.
Privacy rule
The accountant must sign a confidentiality agreement and share a draft with the landlord.
Payment during a dispute
Tenant must keep paying rent, including estimated common area maintenance.
Who pays review costs
Not stated in the excerpt
Contingency fee rule
The accountant cannot use a contingency fee.
How the dispute ends
Missing the election period makes the statement conclusive and waives the audit.
Rule after the lease ends
The audit obligations survive lease expiration.

Plain takeaway

The clause sets separate deadlines to elect, start, and finish the audit.

Example 10

HealthEquity

HealthEquity, Inc. with BG Scenic Point Office 3, L.C.

Scenic Point Office 3, Utah; about 75,000 rentable square feet across parts of three floors

Exhibit 10.1, Lease · September 2018; day not stated in the filed exhibit

Read the SEC exhibit
may, for the purpose of verifying the Common Area Expenses, inspect the records of the material reflected in Landlord's Statement
What starts the review
Tenant must dispute the statement within 120 days.
Time limit
The dispute window is 120 days. Review ends within 30 days of starting, with results due within 60 days.
Who may review
The advisor must be a commercial real estate review professional or a certified public accountant.
Privacy rule
The advisor must sign a confidentiality agreement.
Payment during a dispute
The review does not reduce monthly basic rent.
Who pays review costs
Landlord pays reasonable audit and expert costs above a 5% overstatement. Otherwise, tenant pays.
Contingency fee rule
The advisor cannot use a contingency fee.
How the dispute ends
A national accounting firm or specialist makes a final, binding decision if the parties do not agree.
Rule after the lease ends
Not stated in the excerpt

Plain takeaway

The clause controls the advisor, timing, and final review process.

Next steps

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