Non Disclosure Agreement Template Real Estate

REAL ESTATE NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is entered into as of this ______ day of __________________, 20____ (the “Effective Date”), by and between:

DISCLOSING PARTY: ________________________________________, having a principal place of business at ________________________________________________ (“Disclosing Party”), AND

RECEIVING PARTY: ________________________________________, having a principal place of business at ________________________________________________ (“Receiving Party”).

Collectively referred to herein as the “Parties.”

1. PURPOSE

The Parties intend to engage in discussions regarding the potential purchase, sale, lease, or development of the real property located at: ________________________________________________ (the “Property”). In connection with these discussions, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” shall include, but is not limited to, all financial statements, rent rolls, tax returns, operating expenses, environmental reports, survey documents, architectural plans, tenant identities, lease terms, and any other proprietary data related to the Property, whether provided in writing, orally, or electronically.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it; b) Use the Confidential Information solely for the purpose of evaluating the potential real estate transaction; c) Disclose the Confidential Information only to those employees, advisors, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; d) Not reproduce or distribute the Confidential Information without prior written consent from the Disclosing Party.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Disclosing Party’s information; d) Is required to be disclosed by law or court order, provided the Disclosing Party is given prompt written notice.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of ______ years from the Effective Date. Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents containing Confidential Information.

6. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of ____________________. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in ____________________ County.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

DISCLOSING PARTY

Signature: ___________________________ Print Name: __________________________ Title: _______________________________

RECEIVING PARTY

Signature: ___________________________ Print Name: __________________________ Title: _______________________________