📎 Real Estate NDA

Property Acquisition NDA

Protect sensitive deal information during property acquisitions. From first look through closing, safeguard purchase price, due diligence materials, tenant data, and financing terms.

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⚠ Critical for Off-Market Deals
Off-market acquisitions require NDAs before receiving any property information. Sellers often mandate confidentiality to prevent market disruption, protect tenant relationships, and maintain negotiating leverage with backup buyers.

📎 What This NDA Protects

Property acquisition NDAs safeguard the sensitive information exchanged during real estate transactions. Both buyers and sellers have confidential information at stake.

✅ Recommended Clauses

Essential provisions for property acquisition NDAs. Click any clause to learn more and see sample language.

Confidential Information Definition Standard Exclusions Permitted Disclosures Term & Duration Return/Destroy Non-Circumvention Standstill Provision

Acquisition-Specific Provisions

🎯 Common Acquisition Scenarios

Different transaction types require different NDA approaches.

📎 Off-Market Acquisition

Seller requires strict confidentiality to prevent market disruption. NDA needed before any property info is shared.

Seller-Favorable

📈 Auction/Bid Process

All bidders sign the same NDA. Protects seller info and prevents bidder collusion.

Seller-Favorable

🤝 Direct Negotiation

Mutual NDA when both parties share sensitive info. Common in portfolio deals or complex transactions.

Mutual

💰 Buyer Due Diligence

Buyer needs to share findings with lenders and partners while maintaining seller confidentiality.

Buyer Considerations

💬 Negotiation Points

Key issues to address when reviewing or negotiating a property acquisition NDA.

Buyer Negotiation Tips

1
Ensure lender carve-outs. You'll need to share financials with your lender. Confirm the NDA allows disclosure to financing sources under confidentiality.
2
Negotiate partner disclosure rights. If you may bring in equity partners, ensure the NDA allows sharing with potential co-investors.
3
Clarify return/destroy obligations. Ensure carve-outs for legally required retention and backup systems that can't practically be purged.
4
Watch standstill provisions. These can prevent you from making unsolicited offers. Ensure they expire after a reasonable period.

Seller Negotiation Tips

1
Require tenant contact restrictions. Prevent buyers from contacting tenants directly during due diligence without your approval.
2
Include non-circumvention. If a broker introduced the deal, prevent buyers from going around them in future transactions.
3
Specify destruction certification. Require written confirmation that all materials were destroyed if the deal doesn't close.

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🔗 Related Real Estate NDAs

Development Deal NDA

JV partnerships, land assemblage, pro forma protection

Broker NDA

Pocket listings, off-market deals, commission protection

Investor Pitch NDA

Fund structure, returns, syndication terms

Tenant Screening NDA

Tenant PII, credit reports, FCRA compliance