Non-Disclosure Agreement
Protect sensitive investment data, cap rates, and due diligence with a Georgia-specific non-disclosure agreement for real estate investors. Compliant with O.C.G.A. § 13-8
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As a real estate investor in Georgia, you routinely share proprietary details like cash-on-cash return projections, 1031 exchange strategies, LTV ratios, and due diligence findings during joint... 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 parties acknowledge that this non-disclosure agreement for real estate investor in Georgia is drafted to comply with the Georgia Restrictive Covenants Act, O.C.G.A. § 13-8-50 et seq. Any restrictions on the use or disclosure of confidential information, including cap rates, cash-on-cash returns, 1031 exchange strategies, or due diligence findings related to zoning or tenant liabilities, shall be limited in duration to no more than five (5) years following the effective date or termination of the underlying transaction, and geographically restricted to the specific counties or metropolitan statistical areas where the real estate investor conducts business. This provision ensures enforceability under Georgia law, which requires reasonable scope to avoid being deemed an unlawful restraint on trade. The receiving party warrants it will not use such information to compete in the same market or solicit identified tenants, aligning with at-will employment principles under O.C.G.A. § 34-7-1 for any involved staff. Violation may result in immediate injunctive relief without bond in Georgia courts.
The disclosing real estate investor in Georgia represents and warrants that all confidential information provided, including property inspection reports, financing term sheets, and LTV analyses, has been prepared in full compliance with applicable local zoning regulations and the Real Estate Settlement Procedures Act (RESPA, 12 U.S.C. § 2601 et seq.). The receiving party agrees not to disclose or rely upon any such information in a manner that could trigger a zoning violation claim or RESPA violation during due diligence or joint venture negotiations. This clause allocates risk consistent with common real estate investor liabilities in Georgia, where failure to conduct proper land use research can lead to costly remediation. In the event of a breach related to these warranties, the non-breaching party shall be entitled to recover attorneys' fees and costs as permitted under O.C.G.A. § 13-6-11, in addition to any other remedies.
All confidential information shared under this non-disclosure agreement for real estate investor in Georgia shall be handled in strict accordance with the Fair Housing Act (42 U.S.C. § 3601 et seq.) and Georgia's data privacy and security rules under O.C.G.A. § 10-1-910 et seq. The receiving party covenants that it shall not use tenant screening data, rental histories, or demographic analyses in any discriminatory manner nor disclose personal information without proper safeguards against data breaches. This is critical for real estate investors managing rental portfolios who face tenant liability risks. Any breach involving protected personal data requires immediate notification to the disclosing party and cooperation in any required regulatory reporting. This clause survives termination and is intended to mitigate exposure under both federal and state law while supporting the investor's compliance program.
In accordance with O.C.G.A. § 13-3-40 and O.C.G.A. § 13-5-30, this Agreement is supported by good and valuable consideration, including mutual promises of confidentiality and the opportunity to evaluate potential joint ventures or property acquisitions involving 1031 exchanges or market volatility hedging. The parties affirm that this writing, signed by authorized representatives, satisfies Georgia's Statute of Frauds for agreements that cannot be performed within one year. No oral modifications shall be binding. For real estate investors in Georgia, this ensures the NDA protects sensitive financing risk models and earnest money deposit strategies without ambiguity. The receiving party further agrees to return or destroy all materials containing confidential information within thirty (30) days of request or termination, certifying compliance in writing.
[protected investment types]
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 real estate investor in Georgia, you routinely share proprietary details like cash-on-cash return projections, 1031 exchange strategies, LTV ratios, and due diligence findings during joint ventures or with potential partners and property managers. A non-disclosure agreement for real estate investor in Georgia is essential when a developer you are negotiating with for a multi-family acquisition in Atlanta suddenly walks away and leaks your market analysis to competitors, exposing you to lost opportunities and tenant liability risks. Under Georgia's Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.), such NDAs must have reasonable duration, geographic scope limited to metro Atlanta or specific counties, and clear definitions to remain enforceable. Without this tailored NDA, you risk disputes over lease terms, financing contingencies, or zoning violations that could derail your portfolio. This document safeguards your confidential information while aligning with the Georgia Fair Business Practices Act, at-will employment doctrines for any on-site staff, and federal overlays like RESPA and the Fair Housing Act. It prevents unauthorized use of your investment models, helping you navigate market volatility and property defects without fear of breaches that could lead to costly litigation in Georgia courts.
Beyond the standard non-disclosure agreement sections, this template adds fields specific to Real Estate Investor:
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 liability
Mitigated through comprehensive lease agreements that clearly outline tenant responsibilities, liabilities, and landlord’s rights.
Zoning violations
Ensured compliance by conducting thorough land use research and consulting with legal professionals for zoning compliance prior to property acquisition.
Market volatility risk
Utilized contracts like certain types of insurance and incorporating clauses that allow flexibility in lease terms or exit strategies.
Property defects and maintenance
Carried out due diligence and property inspections prior to purchase and included as-is clauses where appropriate to limit investor liability.
For this non-disclosure agreement to be legally valid:
Common mistakes to avoid:
Securities Act of 1933
If a real estate investment involves pooling funds from multiple investors, it may be considered a 'security' and subject to securities regulation requirements, including registration and disclosure obligations.
Enforced by U.S. Securities and Exchange Commission (SEC)
Real Estate Settlement Procedures Act (RESPA)
Governs the practices in real estate settlements and transactions, ensuring transparency of costs and costs allocations between all parties involved.
Enforced by Consumer Financial Protection Bureau (CFPB)
Fair Housing Act
Prohibits discrimination in housing sales, rentals, and financing based on race, color, religion, sex, or national origin; real estate investors who rent properties must comply with this act.
Enforced by U.S. Department of Housing and Urban Development (HUD)
Zoning Regulations
Regulations that determine how property in specific geographic zones can be used. Compliance with local zoning laws is essential for real estate investors to ensure property use aligns with municipal plans.
Enforced by Local Municipalities and Zoning Boards
Recommended coverage: General Liability Insurance · Property Insurance · Landlord Insurance · Errors & Omissions (E&O) Insurance · Umbrella Insurance
Georgia's Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.) governs enforceability of confidentiality provisions similar to non-competes. For real estate investors, the NDA must specify reasonable time periods (typically 2-5 years post-termination), geographic limits tied to investment zones like Fulton or DeKalb County, and protected activities such as cap rate models or 1031 exchange data. This prevents courts from striking the entire agreement as overbroad, ensuring protection during due diligence or joint venture talks while complying with Georgia's debtor-friendly exemptions and at-will employment rules.
Permitted disclosures under the NDA include those mandated by court order or O.C.G.A. § 10-1-910 et seq. data privacy rules. For a real estate investor in Georgia, you must notify the disclosing party promptly so they can seek a protective order. This balances your need to protect cash-on-cash returns and tenant screening data with legal obligations, avoiding breaches while maintaining compliance with RESPA transparency requirements and local zoning board subpoenas.
Yes. The definition of confidential information should explicitly include due diligence reports, inspection findings, and zoning compliance analyses. Under Georgia law per O.C.G.A. § 13-5-30 Statute of Frauds, the NDA must be written and signed. For real estate investors, this prevents partners from misusing data that could expose you to tenant liability or market volatility claims, with remedies including injunctive relief in Georgia superior courts.
The term should align with O.C.G.A. § 13-8-50, recommending 2-3 years after the last disclosure or transaction close, with surviving obligations for trade secrets. Real estate investors in Georgia often tie this to project timelines involving 1031 exchanges or LTV financing to avoid indefinite terms that Georgia courts may deem unenforceable.
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