🏗 What This NDA Protects
Development deals involve sharing highly sensitive information with potential partners, investors, contractors, and municipalities. This NDA protects the strategic elements that give your project competitive advantage.
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Land Assemblage Strategy: Target parcels, acquisition sequence, pricing intelligence, and holdout contingencies that could be exploited by competitors.
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Zoning & Entitlement Plans: Variance applications, density bonus strategies, community benefit commitments, and political relationships.
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Anchor Tenant Negotiations: LOIs, tenant improvement allowances, exclusivity provisions, and co-tenancy requirements.
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Pro Forma Financials: Construction cost projections, absorption assumptions, stabilized NOI targets, and IRR calculations.
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JV Partner Contributions: Capital commitments, promote structures, decision rights, and waterfall distributions.
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Exit Strategy: Hold period, sale triggers, refinancing plans, and recapitalization timing.
🎯 Development Deal Types
Different development scenarios require different NDA configurations.
🤝 Joint Venture Formation
When sourcing capital partners or operating partners for a development project.
- Mutual NDA (both parties share)
- Strong non-circumvention
- 3-5 year term
- Include promote structure protection
🏠 Land Assemblage
Acquiring multiple contiguous parcels for a larger development.
- One-way NDA (you're receiving land info)
- Strict non-disclosure of assemblage plan
- Broker/agent binding provisions
- Backup purchaser restrictions
📈 Investor Pitch
Presenting development opportunity to potential LP investors.
- Unilateral NDA (investor receives)
- Pipeline deal protection
- Track record confidentiality
- Fund structure secrecy
🛍 Anchor Tenant Negotiation
Discussing lease terms with major tenants who will drive the project.
- Mutual NDA (both share sensitive terms)
- Co-tenancy clause protection
- Exclusivity terms
- Financial disclosure limits
🤝 Joint Venture Confidentiality
Protect These JV Elements
Capital Structure
Equity/debt splits, preferred returns, promote thresholds, catch-up provisions
Decision Rights
Major decisions, deadlock resolution, buyout triggers, exit mechanics
Fee Arrangements
Development fees, management fees, disposition fees, guarantee fees
Track Record
Past deal performance, current portfolio, pipeline deals, LP relationships
Underwriting Model
Proprietary assumptions, return calculations, risk adjustments
Strategic Priorities
Target markets, asset types, hold periods, exit timing
✅ Recommended Clauses
Essential provisions for development deal NDAs. Click any clause to learn more.
Development-Specific Provisions
- Prohibition on contacting landowners in assemblage area
- Anchor tenant negotiation confidentiality
- Pro forma and underwriting model protection
- Zoning strategy and municipal relationship protection
- Construction bid and contractor pricing confidentiality
- Exit strategy and refinancing plan secrecy
📅 NDA Throughout Development Lifecycle
Different phases require different levels of protection.
Site Identification & Assemblage
Maximum confidentiality. No disclosure of target sites or acquisition strategy. Bind all brokers and consultants.
JV Partner Sourcing
Mutual NDAs with potential partners. Protect underwriting models and promote structures. Strong non-circumvention.
Entitlement & Zoning
Some public disclosure required. Focus on protecting community benefit negotiations and municipal relationships.
Anchor Tenant Negotiations
Mutual NDAs with major tenants. Protect exclusivity terms, TI allowances, and co-tenancy provisions.
Construction & Stabilization
Protect construction costs and absorption data. Competition may use this intelligence for comparable projects.
Exit & Disposition
Protect sale terms, buyer identity, and cap rate achieved. This affects future deal pricing in the market.
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