It is very common for parties to potential property transaction to enter into a non-disclosure agreement (NDA) in order to review certain marketing material and/or begin due diligence. Many sellers have their own favoured NDA, each differing to some extent from others. As a consequence, a disproportionate amount of time is spent reviewing and negotiating NDAs before the parties can move to finalising the transaction itself.

Recognising the unnecessary time and resources spent on NDAs, coupled with the level of investment by overseas buyers (many of whom are unfamiliar with the UK market), the IPF established a Working Group, tasked with creating a standard form NDA that was  adoptable with minimal amendment by either party. Alongside the NDA is a standard form of exclusivity agreement (EA) – to avoid further delays in the transaction process. Guidance notes for both agreements have also been produced by the Group to outline the thinking behind the provisions included. 

Mutual Non-Disclosure Agreement

 

Non-Disclosure Agreement Guidance Notes

 

Exclusivity Agreement

 

Exclusivity Agreement Guidance Notes

 

Non-Disclosure Agreement and Exclusivity Agreement (Scotland)

Scottish versons of the documentation and guidance notes are available to downland here.

Non-Disclosure Agreement (Scotland)

 

Non-Disclosure Agreement Guidance Notes (Scotland)

 

Exclusivity Agreement (Scotland)

 

Exclusivity Agreement Guidance Notes (Scotland)

 

As Ciaran Carvalho, Head of Real Estate at Nabarro and Chair of the Working Group commented, “The Group believes that the documents provide a fair and reasonable position for both parties and reflect general market standards at the current time. We hope that the industry will embrace them so everyone can expend their energies on the deal itself.”

Members of the Working Group

Ciaran Carvalho – Nabarro (Chair)
Chris Brierley – M&G Real Estate
Dan Buckle – Aberdeen Asset Management
Steven Cowins – Greenberg Traurig
Sue Forster – IPF
Siobhan Godley – Deloitte
Neil McGibbon – Starwood Capital Europe Advisers
Philip Nell – Hermes Real Estate
Alex Peeke – Land Securities Group
Clare Thomas – Nabarro
Geraint Thomas – JLL 
Stuart Tait - CSM Cameron McKenna (Scotland)

(Organisations correct at time of original publication)

The IPF would like to thank the members of the Working Group for their expertise and time. In addition, thanks go to the individuals and teams at Aviva Investors, Cushman & Wakefield, Knight Frank, Legal & General Investment Management, Morgan Williams, Standard Life Real Estate and Tesco Pension Investment for reviewing the draft agreements and commenting on them.