NDA for Real Estate Deals

When you need one

Sign it before anything non-public changes hands. In real estate that’s often earlier than people expect, because word that a property is quietly for sale can unsettle tenants, staff and neighbors.

• Rent rolls, leases and tenant information
• Operating statements, expenses, tax bills and capital plans
• Environmental, property condition and title reports
• Development plans, zoning work and plans to buy neighboring parcels
• A buyer’s financial statements, proof of funds or investment strategy
• Joint venture terms between investors

If a broker is involved

When a property is listed with a broker, the broker usually has its own confidentiality agreement and asks you to sign it before sending the offering memorandum or opening the data room. In that case, sign theirs. Sending a different form back mostly creates delay.

Read it first, though. Broker forms often add terms a plain NDA doesn’t have, such as a promise not to contact the owner, tenants or property staff directly, a non-circumvention clause, or statements about whether you’re working with your own broker. Those can affect commissions, so understand what you’re agreeing to.

Off-market deals and joint ventures

FastNDA fits deals made directly between the parties: an owner quietly talking to one or two buyers, a developer approaching a landowner, or investors evaluating a joint venture on a property. A mutual NDA works well there. The owner shares the property’s details, and the buyer or partner often shares its own financials and plans.

If only one side will share anything sensitive, a one-way NDA with that side as the discloser also works.

What to write as the purpose

Name the property or the venture so the purpose is clear, without putting sensitive deal terms in it:

• “evaluating a potential purchase of the property at 120 Main Street, Springfield”
• “evaluating a potential joint venture to acquire and redevelop a multifamily property”
• “evaluating a potential real estate purchase, sale or investment”

What it covers, and what it doesn’t

Each side may use the other’s information only for the purpose, share it only with its own people and professional advisers, such as lawyers and accountants, who need to know it and are bound by confidentiality, and return or destroy it on request. The fact that you’re talking is confidential too.

The template doesn’t name lenders or co-investors among the people a recipient may share with. If a buyer will need to show the numbers to a lender or equity partner, plan for that, for example with a lawyer-drafted agreement that allows it. And the NDA doesn’t:

• Commit anyone to buy or sell. Price, deposits and exclusivity belong in a letter of intent and the purchase agreement.
• Stop a buyer from going around a broker. There’s no non-circumvention clause.
• Stop either side from buying other property, including nearby property, as long as it doesn’t use the other’s confidential information.
• Change what a seller may be required to disclose to a buyer under state law. It covers confidentiality between the parties, nothing more.

Sending it with FastNDA

Create the NDA as mutual, enter the purpose and both parties, and add each company or LLC name so the entities doing the deal are the parties. Choose a confidentiality period that comfortably outlasts the deal and the governing state, read the agreement and sign. You pay $29, the other side signs from a private email link with no account, and you both get the countersigned PDF. Send the rent roll once it’s back.