Real Estate Confidentiality (NDA) Agreement
Real Estate Confidentiality (NDA) Agreement
1. Introduction
1.1 Parties This Real Estate Confidentiality Agreement ("Agreement") is entered into on [Date], between [Your Company Name], located at [Company Address], referred to as the "Seller," and [Client's Name], located at [Client's Address], referred to as the "Buyer."
1.2 Purpose The parties wish to engage in discussions regarding the potential sale of a commercial property owned by the Seller. To protect the confidential information exchanged during these discussions, the parties agree to be bound by the terms of this Agreement.
2. Definition of Confidential Information
2.1 Definition For the purposes of this Agreement, "Confidential Information" shall include all information disclosed by either party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
2.2 Examples Confidential Information may include, but is not limited to, financial information, property details, business plans, marketing strategies, client lists, and any other proprietary information related to the potential sale of the commercial property.
3. Obligations of the Parties
3.1 Non-Disclosure The Receiving Party agrees to maintain the confidentiality of all Confidential Information disclosed by the Disclosing Party and not to disclose such information to any third party without the prior written consent of the Disclosing Party.
3.2 Use of Confidential Information The Receiving Party agrees to use the Confidential Information solely for the purpose of evaluating and discussing the potential sale of the commercial property and not for any other purpose.
3.3 Protection of Confidential Information The Receiving Party shall take all reasonable measures to protect the confidentiality of the Confidential Information, including, but not limited to, implementing appropriate security measures and restricting access to authorized personnel only.
4. Exceptions
4.1 Exclusions The obligations set forth in this Agreement shall not apply to any information that: a. Is or becomes publicly available through no fault of the Receiving Party; b. Was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party; c. Is independently developed by the Receiving Party without reference to the Confidential Information; or d. Is disclosed pursuant to a requirement of law or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow for appropriate protective measures.
5. Term and Termination
5.1 Term This Agreement shall commence on the effective date and shall remain in effect for a period of [Insert Duration], unless terminated earlier in accordance with the provisions herein.
5.2 Termination Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within [Insert Cure Period] days of receiving written notice thereof.
6. Governing Law
6.1 Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the [Insert Jurisdiction], without giving effect to any principles of conflicts of law.
7. Miscellaneous
7.1 Entire Agreement This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
7.2 Amendment No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both parties.
7.3 Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Commercial Property Description:
The commercial property subject to this agreement is strategically located at [INSERT PROPERTY ADDRESS]. It encompasses approximately [INSERT SQUARE FOOTAGE] square feet of prime leasable area, tailored to accommodate a variety of business needs. Key features of the property include:
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Ample Parking: Sufficient and well-organized parking spaces are available, accommodating both employees and visitors, which is essential for businesses expecting high foot traffic.
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High Visibility: Positioned in a high-traffic area, the property benefits from excellent visibility, making it an attractive location for retail businesses or those seeking significant brand exposure.
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Modern Amenities: The property boasts modern amenities including advanced HVAC systems, high-speed internet access, and energy-efficient lighting, ensuring a comfortable and sustainable working environment.
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Accessible Location: Situated close to major transportation hubs, the property offers easy access to highways, public transit options, and is within driving distance of [INSERT NEARBY CITIES OR LOCATIONS], facilitating both commuter and logistic convenience.
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Security Features: Enhanced with top-of-the-line security systems, including surveillance cameras and controlled access points, the property ensures a safe and secure environment for all tenants.
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Customizable Spaces: The interior spaces are versatile and can be customized to meet the specific requirements of various businesses, ranging from open-plan layouts for collaborative environments to partitioned offices for privacy-centric organizations.
8. Indemnification
8.1 Indemnity Each party agrees to indemnify and hold harmless the other party and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this Agreement by the indemnifying party.
8.2 Limitation of Liability In no event shall either party be liable to the other party for any indirect, consequential, incidental, special, or punitive damages, including without limitation, lost profits or revenues, loss of use, or interruption of business, arising out of or in connection with this Agreement, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if the party has been advised of the possibility of such damages.
9. Confidentiality of Agreement
9.1 Confidentiality of Agreement The terms and conditions of this Agreement shall be considered Confidential Information and shall not be disclosed by either party without the prior written consent of the other party, except as may be required by law.
9.2 Survival The provisions of this Agreement relating to confidentiality shall survive the termination or expiration of this Agreement for any reason and shall remain in full force and effect.
10. Assignment
10.1 Assignment Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to its successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
11. Notices
11.1 Notices Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, postage prepaid, or by recognized overnight courier service, to the parties at the addresses set forth above or to such other address as either party may designate by notice given in accordance with this section.
12. Counterparts
12.1 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13. Waiver
13.1 Waiver No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
14. Headings
14.1 Headings The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
15. Interpretation
15.1 Interpretation This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such document to be drafted.
16. Execution
16.1 Execution This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
17. Entire Agreement
17.1 Entire Agreement This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
[Your Company Name]
By: [Your Name]
Title: [Your Title]
Date:
[Client's Name]
By: [Client's Name]
Title: [Client's Title]
Date:
