Non-Disclosure Agreement
Protect your proprietary real estate investment data, cap rates, and 1031 exchange strategies with a New York-specific Non-Disclosure Agreement. Tailored for NY SHIELDAct
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As a Real Estate Investor in New York, you routinely share sensitive due diligence reports, detailed cash-on-cash return models, LTV ratios, and potential 1031 exchange targets with brokers, 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 Receiving Party warrants that it shall implement and maintain reasonable security measures to protect any personal information of New York residents contained in the Confidential Information, in full compliance with the NY SHIELD Act (N.Y. Gen. Bus. Law § 899-aa and § 899-bb). This includes prompt notification to the Disclosing Party of any breach affecting real estate investor data such as tenant records or financial profiles. Failure to comply shall constitute a material breach, entitling the Disclosing Party to seek injunctive relief and damages under New York law. The Receiving Party further agrees to limit internal access to such data on a need-to-know basis and to train personnel on these obligations, recognizing the heightened privacy risks associated with real estate transactions in New York City under applicable local laws.
The Parties acknowledge that any Confidential Information shared may include analyses of zoning compliance, land use approvals, or variances governed by local municipal zoning regulations and the New York State General Municipal Law. The Receiving Party agrees not to use such information to pursue competing developments or to challenge the Disclosing Party’s zoning position in any forum. This provision is intended to mitigate zoning violations risk, a common liability for real estate investors in New York. Any disclosure required by governmental authorities shall be limited to the minimum necessary and accompanied by prompt written notice to the Disclosing Party, consistent with obligations under N.Y. Gen. Oblig. Law § 5-701 that such protective covenants be clearly documented in writing to remain enforceable.
Notwithstanding the definition of Confidential Information, the following shall not be deemed confidential: information that becomes publicly available through no fault of the Receiving Party, or data independently developed by the Receiving Party without reference to the Disclosing Party’s materials. However, any information related to potential securities offerings under the Securities Act of 1933, including pooled investment vehicles for real estate assets, shall remain strictly confidential unless disclosure is approved in writing or required by the SEC. The Receiving Party represents it will not use any shared cap rate, cash-on-cash return, or LTV data in violation of RESPA or the Fair Housing Act, and shall indemnify the Disclosing Party for any resulting tenant liability or financing risk claims arising from unauthorized use.
In the event the Parties enter into or terminate discussions regarding a joint venture agreement, all obligations concerning profit-sharing models, management control documents, and due diligence on property defects and maintenance shall survive for a period of five (5) years after termination. This clause addresses common contractual pain points in New York real estate investing, such as disagreements over earnest money deposits or repair obligations. The Receiving Party must return or certify destruction of all materials, including electronic files containing 1031 exchange strategies, and shall remain bound by these terms even if no formal JV agreement is executed, in accordance with New York’s Statute of Frauds under N.Y. Gen. Oblig. Law § 5-701.
[investment strategy]
[confidential materials list]
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 New York, you routinely share sensitive due diligence reports, detailed cash-on-cash return models, LTV ratios, and potential 1031 exchange targets with brokers, joint venture partners, lenders, and property managers during deal negotiations. A single breach can expose you to market volatility risk or allow competitors to poach your off-market opportunities in a highly competitive NYC market. Consider a scenario where you disclose a confidential portfolio analysis—including tenant liability assessments and zoning compliance research for a mixed-use development in Brooklyn—to a potential JV partner; without a robust NDA, that partner could misuse the data if the deal collapses, leading to lost opportunities or even disputes over earnest money deposits. New York’s N.Y. Gen. Oblig. Law § 5-701 requires such protective agreements to be in writing, while the NY SHIELD Act mandates strict data security for any personal information of New York residents contained in your files. This non-disclosure agreement for real estate investor in New York addresses common contractual pain points like disagreements over lease terms, repair obligations, and profit-sharing in joint ventures by clearly defining permitted disclosures, return of materials, and remedies for breach. It mitigates zoning violations risk through targeted warranties and ensures compliance with the Fair Housing Act and RESPA by restricting use of protected information. Drafting with these specifics prevents ambiguities that plague generic NDAs and provides enforceable remedies under New York law, giving you confidence to collaborate while safeguarding your competitive edge in one of the nation’s toughest real estate markets.
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
Real Estate Investors in New York frequently exchange confidential information such as cap rate analyses, due diligence findings on property defects, and 1031 exchange strategies with third parties. A generic NDA may not address New York-specific requirements under N.Y. Gen. Oblig. Law § 5-701, which mandates written agreements for certain contracts, or the NY SHIELD Act’s data breach notification rules. This tailored non-disclosure agreement for real estate investor in New York includes industry-specific definitions covering LTV ratios and tenant liability data, ensuring protection against unauthorized use that could lead to zoning violation claims or joint venture disputes.
This document explicitly incorporates obligations under the NY SHIELD Act, requiring the receiving party to implement reasonable security measures for any personal information of New York residents included in disclosed due diligence files. It also references N.Y. Labor Law § 202-k principles for restrictive covenants where applicable and aligns with local zoning regulations. By specifying jurisdiction in New York courts and remedies including injunctive relief, it avoids common mistakes like indefinite duration terms that could render the agreement unenforceable under New York’s Statute of Frauds.
Real estate investors face tenant liability, market volatility, and zoning violations that are amplified in New York due to stringent rent regulations and NYC Local Laws. This NDA includes clauses for return or destruction of materials containing cash-on-cash return projections or financing risk assessments. It requires the receiving party to acknowledge compliance with the Fair Housing Act and RESPA when using shared information, reducing exposure if a deal involving earnest money or inspection contingencies falls through.
Yes. The form allows you to specify JV partners as receiving parties and defines confidential information to include profit-sharing models, management control documents, and 1031 exchange timelines. It adds industry-specific warranties referencing Securities Act of 1933 requirements if pooled investments are discussed, ensuring disputes over control or distributions are mitigated through clear permitted disclosure and breach remedies under New York law.
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