Standard Non-Disclosure & Exclusivity Agreements

It is very common for parties to potential property transaction to enter into a non-disclosure agreement (NDA) in order to review certain marketing material and/or begin due diligence. Many sellers have their own favoured NDA, each differing to some extent from others. As a consequence, a disproportionate amount of time is spent reviewing and negotiating NDAs before the parties can move to finalising the transaction itself.

Recognising the unnecessary time and resources spent on NDAs, coupled with the level of investment by overseas buyers (many of whom are unfamiliar with the UK market), Real Estate:UK offers a standard form NDA that is adoptable with minimal amendment by either party. Alongside the NDA is a standard form of exclusivity agreement (EA) – to avoid further delays in the transaction process. 

Guidance notes for both agreements have also been produced to outline the thinking behind the provisions included. 

The original forms of these documents were developed by a Working Group established by the Investment Property Forum (IPF), which comprised 12 active participants in UK real estate investment transactions. The draft documentation was then reviewed by a further seven leading organisations. As the chair of the Working Group and former chair of the IPF, Ciaran Carvalho, commented, “The Group believes that the documents provide a fair and reasonable position for both parties and reflect general market standards at the current time. We hope that the industry will embrace them so everyone can expend their energies on the deal itself.”