Real Estate Non-Disclosure Agreement

This Non-Disclosure Agreement (this "Agreement") is entered into as of effective_date (the "Effective Date") by and between:

discloser_name (the "Owner"); and

recipient_name (the "Recipient").

The Owner and the Recipient are each referred to herein as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, the Owner is the owner or authorized representative of the real property located at property_address (the "Property");

WHEREAS, the Recipient is interested in evaluating the Property for a potential acquisition, investment, or other business transaction (the "Transaction");

WHEREAS, in connection with the Recipient's evaluation of the Transaction, the Owner may disclose to the Recipient certain confidential and proprietary information regarding the Property; and

WHEREAS, the Owner desires to protect the confidentiality of such information and the Recipient is willing to receive such information subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 Confidential Information

"Confidential Information" means any and all non-public, proprietary, or confidential information relating to the Property that is disclosed by or on behalf of the Owner to the Recipient, whether disclosed orally, in writing, electronically, visually, or by inspection, including without limitation:

(a) Financial information, including operating statements, income and expense reports, rent rolls, historical financial data, tax returns related to the Property, cash flow analyses, budgets, and projections;

(b) Tenant information, including tenant names, lease agreements, lease abstracts, tenant contact information, tenant financial statements, tenant improvement allowances, and correspondence with tenants;

(c) Property condition information, including engineering reports, inspection reports, structural assessments, HVAC evaluations, roof condition reports, and capital expenditure histories;

(d) Environmental information, including Phase I and Phase II environmental site assessments, environmental compliance reports, remediation reports, asbestos surveys, lead paint assessments, and mold assessments;

(e) Appraisal and valuation information, including appraisals, broker opinions of value, comparable sales data, and market analyses;

(f) Legal information, including title reports, surveys, zoning analyses, entitlements, permits, certificates of occupancy, easements, encumbrances, and pending or threatened litigation;

(g) Insurance information, including insurance policies, claims histories, and loss run reports;

(h) Operational information, including management agreements, service contracts, vendor agreements, utility records, and maintenance records;

(i) Development and construction information, including architectural plans, site plans, construction drawings, building specifications, and development budgets; and

(j) Any other information relating to the Property that is designated as "Confidential" or "Proprietary" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

1.2 Representatives

"Representatives" means the Recipient's officers, directors, partners, members, managers, employees, agents, and advisors, including without limitation attorneys, accountants, financial advisors, real estate brokers, engineers, environmental consultants, and other consultants, in each case who have a need to know the Confidential Information for the purpose of evaluating the Transaction and who are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement.

2. Non-Disclosure Obligations

2.1 Duty of Confidentiality

The Recipient agrees to:

(a) Hold all Confidential Information in strict confidence and not disclose, publish, or otherwise reveal any Confidential Information to any person or entity except as expressly permitted in this Agreement;

(b) Use the Confidential Information solely for the purpose of evaluating the Transaction and not for any other purpose whatsoever, including without limitation for the Recipient's own benefit in connection with any other property or transaction;

(c) Restrict disclosure of the Confidential Information to its Representatives who have a need to know such information for the purpose of evaluating the Transaction, provided that the Recipient shall be responsible for any breach of this Agreement by its Representatives;

(d) Protect the Confidential Information using the same degree of care that the Recipient uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and

(e) Not copy, reproduce, or distribute the Confidential Information except as reasonably necessary for the purpose of evaluating the Transaction.

2.2 Transaction Information

The Recipient shall not disclose to any person or entity the fact that the Confidential Information has been made available, that the Property may be available for sale, that discussions or negotiations are taking place, or any terms, conditions, or other facts relating to the Transaction, including the status thereof.

3. Non-Circumvention

3.1 No Direct Contact with Tenants

The Recipient shall not, directly or indirectly, contact, solicit, or communicate with any tenant, occupant, or lessee of the Property regarding the Transaction, the Property's sale or potential sale, or any matter relating to the Confidential Information, without the prior written consent of the Owner. All communications with tenants shall be coordinated exclusively through the Owner or the Owner's designated representative.

3.2 No Direct Contact with Sellers or Principals

If the Owner is acting as a broker or authorized representative, the Recipient shall not, directly or indirectly, contact, solicit, or communicate with the underlying property owner or principal regarding the Transaction without the prior written consent of the Owner.

3.3 No Contact with Property Staff

The Recipient shall not, directly or indirectly, contact, solicit, or communicate with any on-site property manager, maintenance staff, or other personnel employed at or retained for the Property without the prior written consent of the Owner.

3.4 No Interference with Property Operations

The Recipient shall not take any action that would interfere with the operation, management, or tenancy of the Property, including without limitation making offers directly to tenants, soliciting tenants for competing properties, or disclosing rental rates or lease terms to competing property owners.

4. Exclusions from Confidential Information

The obligations of this Agreement shall not apply to information that the Recipient can demonstrate by competent evidence:

(a) Was publicly known and generally available in the public domain prior to the time of disclosure by the Owner, including information available through public records;

(b) Becomes publicly known and generally available after disclosure by the Owner through no wrongful action or inaction of the Recipient or its Representatives;

(c) Was already in the possession of the Recipient, without obligation of confidentiality, at the time of disclosure by the Owner, as shown by the Recipient's contemporaneous files and records;

(d) Is obtained by the Recipient from a third party without restriction on disclosure and without breach of any obligation of confidentiality to the Owner; or

(e) Is independently developed by the Recipient without use of or reference to the Owner's Confidential Information.

5. Property Inspections and Site Visits

Any physical inspection of the Property by the Recipient or its Representatives shall be conducted only with the prior written consent of the Owner and subject to such conditions as the Owner may reasonably impose. The Recipient shall:

(a) Provide the Owner with reasonable advance notice (not less than forty-eight (48) hours) before any proposed site visit;

(b) Conduct all inspections in a manner that does not disrupt the operations of the Property or disturb tenants;

(c) Not photograph, video record, or otherwise capture images of the Property without the Owner's prior written consent;

(d) Not conduct any invasive testing (including environmental testing, drilling, or sampling) without the Owner's prior written consent; and

(e) Indemnify and hold harmless the Owner from any loss, damage, or liability arising from the Recipient's inspection activities.

6. Return and Destruction of Confidential Information

Upon the written request of the Owner, or upon the Recipient's decision not to proceed with the Transaction, the Recipient shall promptly (and in any event within ten (10) business days):

(a) Return to the Owner all tangible materials containing or embodying Confidential Information, including all documents, records, notes, analyses, compilations, and copies thereof; or

(b) Destroy all such materials and provide the Owner with a written certification confirming that all such materials have been destroyed.

Notwithstanding the foregoing, the Recipient may retain copies of Confidential Information to the extent required by applicable law or bona fide document retention policies, provided that such retained information shall remain subject to all terms of this Agreement.

7. Ownership and No License

All Confidential Information shall remain the exclusive property of the Owner. Nothing in this Agreement shall be construed as granting any rights, interests, or licenses in or to the Property or the Confidential Information. The disclosure of Confidential Information shall not constitute an offer to sell the Property or a commitment to enter into any transaction.

8. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE OWNER MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION ANY FINANCIAL PROJECTIONS, ENVIRONMENTAL REPORTS, OR PROPERTY CONDITION ASSESSMENTS. THE RECIPIENT ACKNOWLEDGES THAT IT SHALL RELY SOLELY ON ITS OWN INVESTIGATION AND DUE DILIGENCE IN EVALUATING THE PROPERTY AND THE TRANSACTION.

9. Remedies

The Recipient acknowledges that the Confidential Information is unique and valuable, and that any unauthorized disclosure or use of the Confidential Information in breach of this Agreement would cause irreparable harm to the Owner for which monetary damages alone would be an inadequate remedy. Accordingly, the Recipient agrees that the Owner 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.

In the event of a breach of this Agreement, the Owner shall be entitled to recover its reasonable attorneys' fees, costs, and expenses incurred in enforcing this Agreement from the Recipient.

10. Term and Survival

This Agreement shall remain in effect for a period of two (2) years from the Effective Date (the "Term"), unless earlier terminated by either Party upon thirty (30) days written notice to the other Party.

The obligations of confidentiality, non-disclosure, and non-circumvention set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of two (2) additional years following such termination or expiration, provided that for any Confidential Information constituting a trade secret under applicable law, the obligations of confidentiality shall continue for so long as such information remains a trade secret.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State in which the Property is located, without regard to its conflict of law principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in such State for the purpose of any suit, action, or other proceeding arising out of or relating to this Agreement.

12. General Provisions

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings.

12.2 Amendments

This Agreement may not be amended or modified except by a written instrument signed by both Parties.

12.3 Assignment

The Recipient may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Owner.

12.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.5 Waiver

No failure or delay by either Party in exercising any right hereunder shall operate as a waiver thereof.

12.6 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed original signatures for all purposes.

12.7 Notices

All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier.

IN WITNESS WHEREOF, the Parties have executed this Real Estate Non-Disclosure Agreement as of the Effective Date.

Owner

discloser_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Recipient

recipient_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]