Typically, a landlord has access to leased premises at all times for purposes of making repairs and inspections. But in today’s information age, many tenants have valuable trade secrets, confidential information, and unique documentation in tapes, CDs, DVDs, listings, and other intellectual property that should not be accessible to the landlord.
A software company tenant, for example, should try to obtain the right in the lease to maintain locked documentation rooms where even the landlord’s janitorial and maintenance people have no access and the landlord is given no copies of keys, pass cards, or cipher lock combinations to the additional locks installed by the tenant on the documentation room door.
Lease Provisions
One legal expert suggested the possibility of lease provisions that software companies can use to protect against any access to trade secrets and confidential information. The following lease provisions might be negotiated:
Locked Documentation Rooms
Notwithstanding any other provisions of this lease to the contrary, Tenant shall be permitted to designate certain portions of the Premises as safe or confidential areas, to be known as Locked Documentation Rooms, to which Landlord shall have no access, unless accompanied by Tenant’s authorized representatives. Landlord, when so accompanied by Tenant’s representative shall have the right to inspect any Locked Documentation Rooms during the Tenant’s normal business hours after giving Tenant reasonable prior notice requesting such an inspection. Landlord shall not be responsible for providing Janitorial services with respect to any Locked Documentation Room. Landlord shall not receive copies of keys, pass cards or cipher lock combinations to Locked Documentation Rooms.
Cipher Locks and Security System
Tenant shall be permitted to install (and substitute any existing locks) on interior premises doors with combination or cipher locks. Tenant shall also be permitted to install electronic security systems in the premises, including, but not limited to, pass card door lock systems and camera surveillance systems, subject to compliance with all applicable building and fire codes.
Landlord’s Nondisclosure
The tenant should also insert in the lease a confidentiality/nondisclosure provision which prohibits the landlord from disclosing confidential information and/or trade secrets of the tenant to which the landlord may have gained access when exercising its rights under the lease.