Real Estate Non-Disclosure Agreement

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A real estate non disclosure agreement (NDA) is a property confidentiality contract. The seller shares rental income, operating costs or improvement plans, and the buyer agrees to keep them private. Sellers, buyers and agents can build one below or download the PDF template.

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What Is an NDA in Real Estate?

Example of how the roles can be filled in a sale:
  • Disclosing Party: the seller or the seller's agent, sharing the asking price or the rent roll.
  • Receiving Party: a buyer, an investor or a broker who reviews those details.

Why Use an NDA in Real Estate Transactions?

A real estate non disclosure agreement lets a seller show private numbers and plans to a serious buyer while keeping them away from neighbors, tenants, competitors and the open market.

Both sides gain from it. The seller can answer questions in full, and the buyer gets the details needed to judge the property before making an offer. A broker gets a signed page that shows which buyer received which details.

Why a Seller Asks for an NDA Before a Showing

A seller who asks for a signed NDA before a showing usually wants to keep the sale itself quiet, along with the price, the tenants or the reasons for selling. Common reasons include:

  • The property is sold off market, without a public listing.
  • Tenants or staff have not been told about the sale yet.
  • A business runs on the site and its numbers are part of the deal.
  • The seller wants the asking price kept away from neighbors.
  • The seller lives far away and shares documents before any visit.

If the request surprises you, ask the agent what the agreement covers and read it in full before you sign.

How Buyers and Brokers Use It

Buyers share private details too, such as proof of funds, a lender's letter or plans for the property. This template protects the details that flow one way, from the Disclosing Party to the Receiving Party. When both sides share private details, a mutual NDA covers both directions.

Brokers use the agreement to keep a list of who saw which details. That list helps when several buyers look at one property at the same time.

The Risks of Not Using a Real Estate Non-Disclosure Agreement

Without a real estate non-disclosure agreement, no signed page shows what a buyer received in confidence or which details were already public. Sellers then tend to share less, and buyers decide with fewer facts about the property.

A missing agreement also leaves open which details count as private. Naming the confidential information in writing before the first conversation gives both sides the same answer to that question.

Using the Template in Berkeley, Oakland and Northern California

The real estate non disclosure agreement template on this page is not tied to one city, so a seller in Berkeley, Oakland, El Cerrito or Emeryville fills in the same form as a seller anywhere else.

FormsPal has no separate version for Albany, Pinole, El Sobrante or Point Richmond. For a property in any of these places, write California in the blank for the state in the closing clauses, and enter the street address of the property in the description of what you share.

A local agent or brokerage sometimes hands buyers its own confidentiality form. Read that form next to this template, and ask the agent which document the deal uses before anyone signs.

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What the Real Estate Non Disclosure Agreement Template Covers

The FormsPal template is a three-page non disclosure agreement with twelve numbered sections and a signature block. It names the person who shares the confidential information and the person who receives it. Here is what each part of the template contains:

  • Confidential Information: describes the kind of information the document protects.
  • Exclusions from Confidential Information: lists the kinds of information that fall outside the document.
  • Obligations of Receiving Party: sets out what the receiving side promises to do with the confidential information.
  • Time Periods: has a blank for the number of years the document runs.
  • Relationships, Severability, Integration, Waiver and Binding Effect: shorter clauses that round out the document.
  • Enforcement of Rights, Choice of Law and Indemnification: closing clauses, with a blank for the state.
  • Signature block: a printed name, title and signature for each side.

Each numbered section is short and written in plain contract wording. Reading the template once from top to bottom gives you a clear picture of what both sides are agreeing to before anyone shares a document. If a clause does not match your deal, ask a lawyer to review it.

How to Fill Out a Real Estate NDA

To fill out a real estate NDA, enter the date, the name and address of each side, the number of years and the state, then have each side print a name and title and sign.

  1. Enter the date of the agreement at the top of the first page.
  2. Enter the name and address of the Disclosing Party, usually the seller or the seller's agent.
  3. Enter the name and address of the Receiving Party, usually the buyer, an investor or a broker.
  4. Read the Confidential Information and Exclusions sections and check that they match what you plan to share.
  5. Write the number of years in the Time Periods section.
  6. Write the state in the Choice of Law clause, for example the state where the property sits.
  7. Print a name and a title under each signature line, and have each side sign.
  8. Give each side a signed copy before the first document changes hands.

Example entries (made-up values): Date: March 2, 2026. Disclosing Party: Jane Rivera, 410 Example Avenue, Oakland, California. Receiving Party: Northside Holdings LLC, 75 Sample Street, Berkeley, California. Time period: 2 years. State: California. Signature block: Jane Rivera, Owner; Sam Lee, Managing Member.

The online builder asks for the same entries one question at a time. If you download the PDF instead, you can type into it with the online PDF editor and print it for signing.

What to Include in a Real Estate Confidentiality Agreement

A real estate confidentiality agreement includes both parties, a clear description of the property details being shared, what falls outside the agreement, the receiving side's promises, a time period and both signatures.

The template supplies the clauses. The part only you can supply is a precise picture of the deal. Before you fill it in, decide on these points:

  • The property: its street address and, for a larger site, the buildings or units involved.
  • The kinds of details you will share, such as income, costs, leases, plans or reports.
  • How you will share them: by email, through a shared online folder, on paper or in person.
  • Who on the receiving side will see them, such as a partner, a lender or an advisor.
  • What the receiving side does with the documents if the deal does not go ahead.
  • How long the promise of confidentiality lasts.

Specific wording helps both sides. "Rent roll and monthly operating costs" is easier to apply than "all property information". As with other kinds of non disclosure agreements, the details that were public or already known to the receiving side belong in the Exclusions section, not in the list of protected information.

Details Sellers Often Share With Buyers

Sellers and brokers often hold details that are not visible from the street. Sharing these confidential details after signing a non disclosure agreement lets both sides talk openly. Common examples include:

  • The rent roll and the leases.
  • Utility bills and operating statements.
  • Planned improvements and renovation plans.
  • Floor plans, surveys and photos.
  • Inspection or appraisal reports.
  • The asking price and any financing details.

Details anyone can already look up, such as a published tax assessment, belong in the template's Exclusions section, not in this list.

Give each file a short label with the document name and the date you sent it. Clear labels make the dated list easier to keep, and they help the other side find a file again quickly.

Tips for Sharing Confidential Details

A signed non disclosure agreement works best when you also handle the details with care. These habits help both sides keep track of what was shared and who received it, from the first conversation to closing day.

  • Check that the names on the document match the names on the IDs of both sides.
  • Write down the date you hand over each file.
  • Share the most sensitive business details last, after the document is signed. This never applies to a disclosure a seller owes the buyer, as the FAQ below explains.
  • Pick one main contact on each side for requests and questions.
  • Keep all shared files in one folder so you can see what went out.
  • Keep a signed copy where you can find it and give a copy to the other side.
  • Ask a lawyer to read the document if the sale is large or the terms are unusual.

Good habits matter most when several people work on one sale. A seller, a broker and an advisor may all handle the same files. Agreeing at the start on who sees what keeps the confidential details in fewer hands and makes the dated list easier to read.

Save the signed file as a PDF and send it by email, or print two copies so each side keeps one. Use the same file name each time so nobody opens an old draft.

Keep a dated list of everything you share. If a question comes up later, the list shows what each person received and when.

Real Estate NDA vs Mutual NDA and Confidentiality Agreement

A real estate NDA protects details that one side shares about a property, while a mutual NDA protects details that both sides share, and a confidentiality agreement is the general business form of the same promise.

DocumentWho shares private detailsTypical use
Real estate NDA (this template)One side, the Disclosing PartyA seller or agent shares property details with a buyer, investor or broker
Mutual NDABoth sidesPartners or co-investors swap financial and project details
Confidentiality agreementOne side or both, by its wordingAn employee, contractor or business partner receives private business information

Pick the real estate template when the private details are about a property and flow from one side. Pick the mutual form when the buyer also hands over plans, funds or numbers worth protecting.

Frequently Asked Questions

What does a fully executed NDA mean?

A fully executed NDA is one that every party has signed. Until both the Disclosing Party and the Receiving Party sign this template, keep the most sensitive business details back.

The template limits what the Receiving Party does with private details; it does not let a seller hold back a disclosure owed to the buyer. For example, the Lead-Based Paint Disclosure Rule (Section 1018 of Title X) requires sellers and real estate agents of most housing built before 1978 to provide specific information about known lead-based paint and lead-based paint hazards before the buyer signs a contract, with exceptions the EPA lists, such as foreclosure sales.

Who shares and who receives the information?

In this template, the Disclosing Party is the person who shares the information, often the seller. The Receiving Party is the person who gets it, often the buyer or a broker. The name and address of each sit at the top of the first page.

Can I use the template for a lease, a refinance or an investment?

Yes, the template names a Disclosing Party and a Receiving Party rather than a buyer and a seller. A landlord talking to a commercial tenant, an owner talking to a lender or a partner bringing in an investor can fill in the same blanks.

Can I create the document online?

Yes. Select Create My Document at the top of this page, answer a few questions and save or print the result on any device. You can save your progress, finish later and download the document whenever you are ready.

Can I change the wording of the template?

You can edit the text in the online builder before you download it. If you are unsure about a change, ask a lawyer to look at it first.

Should a lawyer review the document?

A lawyer can check whether the wording fits your deal, especially for a large or unusual sale. Bring the template and a list of the confidential information you plan to share.

What should I keep after signing?

Keep a signed copy and a dated list of what you shared. Both make it easy to look back at who received what.

General information, not legal or tax advice.

Jennifer M. Settles
Jennifer M. Settles
Author & Attorney
With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.