💡 Plain English Explanation

This clause protects sensitive property-related information shared during real estate transactions. It covers everything from property valuations and appraisals to zoning classifications, development rights, and site-specific data that could affect property value or development potential.

In real estate deals, this information is often worth millions. Competitors could use leaked appraisal data to outbid you, or knowledge of favorable zoning could trigger competing development proposals. This clause ensures all parties understand exactly what property information must remain confidential.

Key areas typically protected include:

⚠ Why This Clause Matters

For Property Sellers/Owners: Your property's true value, development potential, and any issues discovered during due diligence represent highly sensitive information. Disclosure could attract unwanted competition, affect neighboring property values, or compromise negotiating positions in current or future transactions.

For Buyers/Investors: The analysis you perform on a property, including your valuation models, development concepts, and strategic plans, represents significant intellectual investment. You need protection against sellers shopping your ideas to competitors or using your analysis to raise prices.

For Brokers and Advisors: Client property information is the foundation of your business. Protecting this data maintains client trust and prevents competitors from benefiting from your work product.

📄 Clause Versions

Balanced Version: Fair protection for both parties in typical real estate transactions. Includes reasonable specificity about protected information categories while allowing for standard due diligence activities. 
"Property Information" means all non-public information relating to the Property disclosed by either party, including but not limited to:

(a) Appraisals, valuations, broker opinions of value, and comparable sales analyses;
(b) Zoning classifications, variance applications, conditional use permits, and entitlement documents;
(c) Development rights, including air rights, transferable development rights (TDRs), density allocations, and planned unit development (PUD) agreements;
(d) Survey data, site plans, boundary determinations, and easement information;
(e) Property condition assessments, inspection reports, and engineering studies;
(f) Tax assessments, property tax appeals, and abatement agreements; and
(g) Any proprietary analyses or development concepts prepared by either party.

Each party agrees to hold all Property Information in strict confidence and to use such information solely for evaluating the potential transaction contemplated herein. Property Information may be disclosed to the Receiving Party's attorneys, accountants, lenders, and consultants who have a need to know, provided such representatives are bound by confidentiality obligations no less restrictive than those contained herein.

Notwithstanding the foregoing, Property Information shall not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; or (iii) is independently developed without use of the Property Information.
Disclosing Party Favor: Maximum protection for property owners and sellers. Includes broad categories, restricts information sharing, and covers derivative analyses. Use when sharing highly sensitive property data with potential buyers or investors. 
"Property Information" means any and all information, in whatever form, relating directly or indirectly to the Property, the Disclosing Party, or the potential transaction, including without limitation:

(a) All appraisals, valuations, pricing analyses, broker opinions of value, and any information concerning the Property's actual or potential value;
(b) All zoning information, land use designations, entitlements (whether obtained or pending), variance applications, conditional use permits, development agreements, and communications with governmental authorities;
(c) All development rights of any nature, including air rights, subsurface rights, transferable development rights, density rights, and any rights under planned unit development or similar agreements;
(d) All surveys, site plans, topographical data, boundary information, easements, encroachments, and any other information concerning the physical characteristics of the Property;
(e) All inspection reports, environmental assessments, engineering studies, soil reports, and any information concerning the condition of the Property or any improvements;
(f) All information concerning current or historical property taxes, assessments, tax appeals, abatements, or incentive agreements;
(g) All information concerning the Disclosing Party's investment criteria, return requirements, business strategies, and transaction parameters; and
(h) All analyses, compilations, studies, or other documents prepared by the Receiving Party that contain, reflect, or are derived from any of the foregoing.

The Receiving Party shall hold all Property Information in the strictest confidence and shall not disclose any Property Information to any person or entity without the prior written consent of the Disclosing Party, except to the Receiving Party's legal counsel on a need-to-know basis. The Receiving Party shall be liable for any breach of this Agreement by any person to whom it discloses Property Information.

The Receiving Party acknowledges that the Property Information is proprietary and constitutes valuable trade secrets of the Disclosing Party. The existence of this Agreement, the identity of the Property, and the fact that the parties are in discussions shall also constitute Property Information.
Receiving Party Favor: Narrower protection focused on clearly identified confidential information. Allows broader sharing with transaction team members and excludes publicly available property records. Use when you are the potential buyer or investor. 
"Property Information" means only the following categories of information, provided such information is clearly marked "Confidential" or identified as confidential in writing at the time of disclosure:

(a) Appraisals and valuation reports prepared specifically for the Disclosing Party within the past twelve (12) months;
(b) Non-public zoning applications, variance requests, or entitlement documents not yet filed with governmental authorities;
(c) Proprietary development plans or architectural concepts not previously disclosed to third parties; and
(d) Non-public financial projections or investment analyses prepared by the Disclosing Party.

Property Information expressly excludes:
(i) Any information available from public records, including recorded documents, tax records, zoning maps, and filed permit applications;
(ii) Property condition information that would be discoverable through standard inspections;
(iii) General market data, comparable sales information, or market analyses;
(iv) Information known to the Receiving Party prior to disclosure; and
(v) Information received from third parties without restriction.

The Receiving Party may disclose Property Information to its officers, directors, employees, attorneys, accountants, consultants, lenders, potential equity partners, and other advisors involved in evaluating the transaction, without requiring the Disclosing Party's prior consent, provided such recipients agree to maintain confidentiality.

Oral disclosures shall only be protected if summarized in writing and delivered to the Receiving Party within five (5) business days of the oral disclosure.

💬 Key Considerations