NonDisclosureAgreement.com
COMMERCIAL REAL ESTATE NON-DISCLOSURE AGREEMENT
This COMMERCIAL REAL ESTATE NON-DISCLOSURE AGREEMENT (hereinafter known as
the “Agreement”) is made between ________________________ (hereinafter known as the
“Buyer”), ___________________________ (hereinafter known as the “Seller”) and
_________________________ (hereinafter known as the “Agent”) in consideration of disclosure
of confidential and proprietary information in connection with the Buyer’s consideration of
purchasing, leasing or investing in real estate owned and/or managed by the Seller, effective on
this ____ day of _________________, 20____ (hereinafter known as the “Effective Date”).
Article I: The Property
In order to allow the Buyer to properly evaluate a possible acquisition or investment of
____________________________________________________________________________
(hereinafter known as the “Property”), the Seller will furnish the Buyer with confidential and
proprietary information. The Buyer shows genuine interest in the Property and understands and
acknowledges the sensitive nature of the confidential information.
Article II: Confidential Information
A. Definitions. “Confidential Information” refers to all technical, marketing, financial and
other business information and material that is confidential and proprietary, whether in
oral, written, electronic or other form, and all reports, notes, analyses, studies or other
documents which contain or otherwise reflect any such information.
B. Exclusions. Confidential Information does not include information which:
(i) was in the Buyer’s possession prior to disclosure by the Seller;
(ii) is or becomes available to the public through no act or breach of agreement
by the Buyer;
(iii) is received by the Buyer through a third party who is not bound by any
obligations of confidentiality relating to such information; or
(iv) has been developed by the Buyer or any third party without any use of,
reliance on, or reference to any Confidential Information.
C. Return of Confidential Information. At the conclusion of any negotiation, agreement
or transaction relating to the Property, upon termination of this Agreement or at the
request of the Seller, the Buyer agrees to promptly return or destroy all Confidential
Information without retaining any copies thereof or any notes relating thereto.
Article III: Disclosure
A. Non-Disclosure. The Buyer shall not use or disclose Confidential Information for any
purpose other than evaluation in regard to a possible acquisition or investment or to any
NonDisclosureAgreement.com
other person or business entity, nor shall the Buyer permit any third party (employees,
officers, directors, agents, consultants or contractors) to do the same. The Buyer shall
not and shall not permit any third party to disclose to any other person or business entity
the fact that any discussion or negotiations are taking place with respect to the Property.
All parties agree to keep potential transactions and the terms of this Agreement
completely confidential.
B. Representatives. Confidential Information shall only be disclosed to the Buyer’s
employees, officers, directors, agents, consultants or contractors who need to know
such information solely in connection with business opportunities relating to the
Property. All such representatives shall be informed by the Buyer of the confidential
nature of the Information and shall be bound by the terms herein.
C. Compelled Disclosure. Buyer may disclose Confidential Information only when acting in
compliance with a civil investigative demand, valid court order or other legal obligation, provided
that the Buyer notifies the Seller of any such request as promptly as feasible.
Article IV: Term
This Agreement and all the terms, conditions and provisions hereof shall survive for a period of
______________ from the date of the closing of any purchase, lease or investment agreement,
whether the transaction is successful or unsuccessful, or if the Confidential Information
becomes publicly available, whichever occurs first.
Article V: General Provisions
A. Entire Binding Agreement. This Agreement sets forth the entire understanding and
agreement between the parties with respect to the subject matter hereof and supersedes
all other oral or written representations and understandings. This Agreement may only
be amended or modified by a writing signed in advance by the parties. This Agreement
is binding upon the successors, assigns and legal representatives of the parties, and
protects Confidential Information of any successors or assigns of the Seller.
B. Remedies. The Buyer understands and agrees that failure to perform any and all
obligations hereunder, or failure to comply with any terms or conditions hereof, could
cause the Seller irreparable harm for which monetary damages are not adequate
compensation. Accordingly, the Seller shall be entitled to injunctive relief to specifically
enforce the terms of this Agreement, in addition to any other remedies available to it at
law or in equity.
C. Accuracy. Seller makes no representations or warranties with respect to the
accuracy or completeness of the Confidential Information or otherwise under this
Agreement, and hereby disclaims all implied warranties. Buyer agrees not to hold liable
the Seller, Agent nor any other representative arising from the use or disclosure of the
Confidential Information.
D. Contact. Buyer shall not contact any of the Property’s employees, suppliers,
customers or tenants, nor enter into any discussion with the above-mentioned, at the
Property without the express written permission of the Seller.
NonDisclosureAgreement.com
E. Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, such provision shall be eliminated or limited to the minimum extent such
that the legality, validity and enforceability of the remaining provisions will not be affected
or impaired.
F. Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of __________________ without reference to its choice of law
rules and as if wholly performed within the State. Any litigation regarding the
interpretation, breach, or enforcement of this Agreement will be filed in and heard by the
state or federal courts with jurisdiction to hear such disputes in the State and both
parties hereby submit to the jurisdiction of such courts.
G. Prevailing Party. If any litigation is brought by either party regarding the
interpretation or enforcement of this Agreement, the prevailing party will recover from the
other all costs, attorneys’ fees and other expenses incurred by the prevailing party.
IN WITNESS WHEREOF, the parties hereto understand and agree to the terms and conditions
herein and have executed this Agreement as of the dates written below.
Buyer Signature __________________________ Date _________________________
Buyer Printed Name ___________________________
Seller Signature __________________________ Date _________________________
Seller Printed Name ___________________________
click to sign
signature
click to edit
click to sign
signature
click to edit