Non-Disclosure Agreement
Protect sensitive tenant data, lease terms, and maintenance records with a customized non-disclosure agreement for property managers in Illinois. Complies with BIPA, the
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As a property manager in Illinois handling dozens of multifamily units, you routinely share tenant background checks, security deposit ledgers, maintenance schedules, and HOA violation logs with... Read more
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Legal Document
This Non-Disclosure Agreement (this "Agreement") is entered into as of [effective_date] (the "Effective Date"), by and between [disclosing_party] (the "Disclosing Party") and [receiving_party] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business, operations, products, services, research, development, technical data, trade secrets, and other matters (collectively, "Confidential Information"); and
WHEREAS, the Receiving Party desires to receive, and the Disclosing Party is willing to disclose, certain Confidential Information for the purpose of evaluating or pursuing a potential business relationship between the Parties (the "Purpose"); and
WHEREAS, as a condition to the disclosure of such Confidential Information, the Disclosing Party requires that the Receiving Party agree to maintain the confidentiality of such information in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
"Confidential Information" means any and all non-public information, in any form or medium, whether written, oral, electronic, visual, or otherwise, that is disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, including but not limited to: [confidential_info]. Confidential Information shall also include any notes, analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain, reflect, or are derived from Confidential Information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault, act, or omission of the Receiving Party; (b) was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by the Receiving Party's written records; or (d) is obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information.
The Receiving Party agrees that it shall: (a) hold the Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care; (b) not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Purpose and not for any other purpose whatsoever; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, advisors, and representatives (collectively, "Representatives") who have a need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those contained herein; and (e) be responsible for any breach of this Agreement by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party in writing upon discovery of any unauthorized use or disclosure of Confidential Information.
Notwithstanding anything to the contrary in this Agreement, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order or subpoena (a "Legal Requirement"), provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such Legal Requirement prior to disclosure (to the extent legally permissible), so that the Disclosing Party may seek a protective order or other appropriate remedy; (b) cooperates with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy; and (c) discloses only that portion of the Confidential Information that the Receiving Party is legally required to disclose, as advised by its legal counsel. Any Confidential Information disclosed pursuant to a Legal Requirement shall continue to be treated as Confidential Information for all other purposes under this Agreement.
This Agreement shall become effective as of the Effective Date and shall remain in full force and effect until terminated by either Party upon thirty (30) days' prior written notice to the other Party. Notwithstanding any termination or expiration of this Agreement, the Receiving Party's obligations of confidentiality with respect to all Confidential Information disclosed during the term of this Agreement shall survive and continue for a period as specified below from the date of disclosure of each item of Confidential Information.
Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly: (a) return to the Disclosing Party all originals and copies of any documents, materials, and other tangible items containing or embodying Confidential Information; or (b) at the Disclosing Party's option, destroy all such documents, materials, and tangible items and provide the Disclosing Party with a written certification signed by an authorized officer of the Receiving Party confirming that all such materials have been destroyed. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely for the purpose of monitoring its ongoing obligations under this Agreement, and any Confidential Information retained in routine backup systems shall be subject to the continuing confidentiality obligations of this Agreement.
Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information. The Receiving Party acknowledges that it shall use the Confidential Information at its own risk.
The Receiving Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security. Such equitable relief shall not be deemed to be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or in equity.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [state_law], without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of [state_law] for the adjudication of any dispute arising out of or relating to this Agreement, and each Party hereby irrevocably waives any objection it may have to such jurisdiction or venue, including any objection based on inconvenient forum.
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof. 9.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect. 9.3 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties. 9.4 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement in the future. 9.5 Assignment. The Receiving Party may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this provision shall be void and of no effect. 9.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 9.7 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail, or sent by nationally recognized overnight courier to the addresses of the Parties as set forth in the preamble of this Agreement, or to such other address as either Party may designate in writing.
The Receiving Party acknowledges that any biometric information, including but not limited to fingerprint scans, facial recognition data from security cameras, or electronic key fob logs obtained from Illinois rental properties, constitutes Confidential Information. Pursuant to the Illinois Biometric Information Privacy Act (740 ILCS 14/1 et seq.), Receiving Party warrants it will obtain written consent before collecting, storing, or disclosing any biometric data, will not sell or trade such data, and will permanently destroy all biometric identifiers within three years of the last interaction or upon termination of this Agreement, whichever is sooner. Property Manager makes no warranty that any third-party systems are BIPA compliant; Receiving Party assumes full liability for any violation and agrees to indemnify Property Manager for all statutory damages, attorney fees, and costs arising from a BIPA claim. This clause survives termination indefinitely.
Receiving Party shall not engage in any deceptive trade practices with respect to Confidential Information, including tenant financial data or habitability records. This obligation is imposed to ensure compliance with the Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/). Any unauthorized disclosure that could reasonably be expected to mislead tenants or third parties regarding security deposit handling, maintenance responsibilities, or lead-based paint disclosures shall constitute a material breach. In addition to remedies stated elsewhere, Property Manager may seek relief under the Illinois Consumer Fraud Act, including treble damages where applicable. Receiving Party agrees to maintain internal policies that mirror the record-keeping standards required of licensed property managers under Illinois law.
All Confidential Information shared under this Agreement shall be handled in strict accordance with the federal Fair Housing Act and the Illinois Human Rights Act (775 ILCS 5/). Receiving Party shall not use, disclose, or permit disclosure of any data that could reveal protected characteristics (race, color, religion, sex, national origin, familial status, disability, or any additional category protected under Illinois law) in a manner that could support a discrimination claim. Property Manager and Receiving Party each warrant they maintain and will continue to maintain fair housing training records for all personnel with access to Confidential Information. Breach of this clause shall trigger immediate injunctive relief and indemnification for any HUD or Illinois Department of Human Rights investigation or lawsuit arising from the improper handling of tenant data.
Property Manager may disclose lead-based paint inspection reports, risk assessments, and tenant notification records prepared in accordance with the Residential Lead-Based Paint Hazard Reduction Act of 1992. Such records shall remain strictly confidential. Receiving Party agrees not to further disseminate these records except to licensed Illinois contractors who have executed identical non-disclosure agreements. This provision is required because Illinois property managers face heightened liability for habitability violations involving lead paint. Any unauthorized disclosure shall be treated as a breach exposing both parties to potential EPA and Illinois Attorney General enforcement actions, with Receiving Party bearing sole responsibility for resulting fines and remediation costs.
[properties covered]
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
Disclosing Party
Name: Disclosing Party
Date: ___________________
Receiving Party
Name: Receiving Party
Date: ___________________
As a property manager in Illinois handling dozens of multifamily units, you routinely share tenant background checks, security deposit ledgers, maintenance schedules, and HOA violation logs with vendors, contractors, maintenance staff, and prospective buyers. A single leak can trigger a costly tenant dispute or fair housing complaint. Consider this concrete scenario: you engage a third-party maintenance contractor to bid on HVAC upgrades across three Chicago properties. Without a tailored non-disclosure agreement for property manager in Illinois, the contractor later posts vacancy rates and tenant complaint details on social media, exposing you to a BIPA biometric data claim if access codes or security camera logs were involved. Illinois courts strictly enforce the Biometric Information Privacy Act (740 ILCS 14/1 et seq.), which imposes severe penalties for mishandling biometric tenant data, while the Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/) allows tenants to sue for deceptive handling of personal information. Industry pain points such as habitability violations and security deposit disputes become exponentially riskier when proprietary lease agreement terms or eviction notes are disclosed. This Illinois-specific NDA clearly defines what constitutes confidential information — including tenant files, rent rolls, and lead-based paint disclosures required under the Residential Lead-Based Paint Hazard Reduction Act — and imposes strict obligations aligned with the Illinois Human Rights Act (775 ILCS 5/). Protect your license, reduce vacancy rate volatility, and shield against Fair Housing Act violations with a document built for Illinois property managers.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Property Manager:
The core legal purpose of a Non-Disclosure Agreement (NDA) is to establish a legal framework to protect confidential and proprietary information shared between parties. It restricts the unauthorized disclosure or use of such information, thereby enabling parties to collaborate, negotiate, or explore business opportunities while safeguarding sensitive information.
Tenant Disputes
Utilize clear lease agreements that outline tenant responsibilities and dispute resolution processes.
Habitability Violations
Include clauses in leases that specify maintenance processes and consistently conduct property inspections to ensure compliance.
Security Deposit Disputes
Maintain detailed records of property conditions at move-in and move-out, and specify deposit handling procedures in lease agreements.
Violation of Fair Housing Laws
Implement and train staff on fair housing policies, and include non-discrimination clauses in rental agreements.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Fair Housing Act
The Fair Housing Act prohibits discrimination in housing-related activities, including rentals by property managers, based on race, color, national origin, religion, sex, familial status, or disability.
Enforced by U.S. Department of Housing and Urban Development (HUD)
Americans with Disabilities Act (ADA)
This law requires property managers to ensure that their properties are accessible to individuals with disabilities, particularly in public and commercial buildings.
Enforced by U.S. Department of Justice (DOJ)
Residential Lead-Based Paint Hazard Reduction Act of 1992
This regulation requires property managers to disclose any known lead paint hazards in properties built before 1978.
Enforced by U.S. Environmental Protection Agency (EPA)
State Landlord-Tenant Laws
These are state-specific laws that govern the relationship between landlords, property managers, and tenants, including lease terms, eviction procedures, and security deposits.
Enforced by State Government (varies by state)
Recommended coverage: Professional Liability Insurance (Errors & Omissions) · General Liability Insurance · Property Insurance · Tenant Discrimination Insurance · Workers' Compensation Insurance
Illinois property managers routinely handle sensitive tenant data subject to the Biometric Information Privacy Act (BIPA, 740 ILCS 14/). A generic NDA fails to address BIPA's strict consent and destruction requirements or the Illinois Consumer Fraud Act (815 ILCS 505/). This document includes role-specific definitions for lease agreements, maintenance records, and security deposit ledgers, ensuring compliance and enforceability in Illinois courts.
Confidential information must explicitly include tenant application data, credit reports, rental payment histories, habitability inspection reports, and any biometric access data governed by BIPA. The agreement should also cover lead-based paint disclosures required by federal law and Illinois-specific fair housing records to prevent security deposit disputes and Fair Housing Act violations.
The term should survive at least five years after termination or the duration of the underlying management contract. Illinois courts look to the Illinois Freedom to Work Act and common-law trade-secret protections; perpetual obligations are disfavored. Include a clear survival clause referencing the Illinois Statute of Frauds (740 ILCS 80/1) to ensure the non-disclosure agreement for property manager in Illinois remains enforceable.
Yes. By restricting disclosure of tenant demographic data and protected-class information, the agreement supports compliance with the Illinois Human Rights Act (775 ILCS 5/) and the federal Fair Housing Act. It requires the receiving party to train staff and maintain non-discrimination records, reducing exposure to tenant disputes and HUD investigations common for Illinois property managers.
State laws affect what must be in this document. Pick your jurisdiction.
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