NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT (NDA)
Applicable to All Off-Market and Confidential Listings
Gil’s Real Estate
California Real Estate Broker – DRE License #01800755
Effective Date: 12/01/25
Intro
This Agreement is entered into by and between the undersigned party (“Interested Party”) and, if applicable, their designated real estate agent or broker (“Agent”). Collectively, these parties shall be referred to as the “Parties.” In connection with Interested Party’s consideration of purchasing, leasing, or otherwise acquiring any real estate asset (“Asset”) that is now or hereafter disclosed by Gil’s Real Estate (“Listing Broker”), Parties agree to the following:
Article I: Interested Party
A. Genuine Interest
Interested Party affirms that they are genuinely and personally interested in evaluating the Asset(s) for purchase or lease and that the intent is for their own use or investment.
Article II: Representation and Conduct
A. Listing Broker Relationship
Parties acknowledge that Listing Broker is the exclusive representative of the owner or seller (“Listing Party”) for any Asset covered by this Agreement. All inquiries, offers, letters of intent, or negotiations shall be directed exclusively through Listing Broker.
B. Sharing of Information
Confidential information may only be shared with individuals who are directly involved in evaluating the Asset on behalf of the Interested Party (e.g., employees, attorneys, advisors). Any such individuals must also agree to be bound by the terms of this Agreement.
C. Non-Circumvention
Parties agree not to circumvent or interfere with Listing Broker’s exclusive listing, including attempting to purchase, lease, or list the Asset outside of the Broker’s involvement for a period of three (3) years from the date of disclosure or the expiration of the listing, whichever is later. This includes indirect attempts through related parties (family members, business associates, etc.). Agent further agrees not to pursue the listing for their own use or business without Broker’s prior written consent. Violation may subject the Parties to liability for the full commission due to Listing Broker.
Article III: Confidentiality
A. Definition of Confidential Information
“Confidential Information” includes all data, materials, reports, and disclosures—written, oral, digital, or otherwise—relating to the Asset(s), including pricing, financials, business operations, lease terms, tenant lists, and the fact that discussions are occurring.
B. Use Restrictions
Parties shall use Confidential Information solely to evaluate the Asset and not for any competitive or unrelated purpose.
C. Reproduction and Sharing
Parties shall not reproduce or distribute Confidential Information to any third party not covered by this Agreement.
D. Return or Destruction
Upon request or conclusion of negotiations, Parties agree to promptly return or destroy all Confidential Information and related materials.
E. Access to Property
Parties agree not to visit or inspect the Asset without prior approval from Listing Broker.
F. Data Use Disclaimer
Parties agree not to use Confidential Information for any data collection, scraping, or AI training purposes, whether commercial or non-commercial.
Article IV: Non-Disclosure to Third Parties
A. Limitation of Disclosure
Parties agree not to disclose Confidential Information to any other party, except as required by law or permitted under this Agreement.
B. No Unauthorized Contact
Interested Party and Agent agree not to contact owners, tenants, employees, or affiliates of the Asset directly or indirectly without written permission from Listing Broker.
Article V: No Warranty or Representation
Confidential Information is provided “as-is” without any representation or warranty, express or implied, by Listing Broker. Interested Party is responsible for conducting their own due diligence and agrees not to hold Listing Broker or Listing Party liable for any inaccuracies.
Article VI: Term
This Agreement shall remain in effect for a period of three (3) years from:
- The date of execution, or
- The date of a transaction related to the Asset,
- whichever is later, unless Confidential Information becomes public through no fault of the Interested Party.
- If the NDA expires without renewal, Interested Party’s access to confidential or off-market listings shall be revoked until a new Agreement is executed. Access may be reinstated only upon signing a new NDA.
Article VII: General Provisions
A. Entire Agreement
This Agreement constitutes the full agreement and supersedes all prior understandings.
B. Binding Effect
This Agreement is binding upon the Parties and their successors, assigns, and legal representatives.
C. Governing Law
This Agreement shall be governed by the laws of the State of California. Any dispute shall be adjudicated in a court of competent jurisdiction in California.
D. Interpretation
The language of this Agreement shall be interpreted according to its plain meaning, not in favor of either party.
E. Attorney’s Fees
The prevailing party in any dispute arising from this Agreement shall be entitled to reasonable attorney’s fees and costs.
F. Injunctive Relief
Parties acknowledge that unauthorized use or disclosure may cause irreparable harm and agree that Listing Broker shall be entitled to injunctive relief in addition to other remedies.
G. Severability
If any provision is found unenforceable, the remainder shall remain valid and enforceable.
H. Electronic Execution
This Agreement may be executed electronically and shall have full legal force under applicable state and federal laws, including the U.S. E-SIGN Act.
CONTACT INFORMATION
Gil’s Real Estate
Ricardo Gil Jr
California Real Estate Broker
DRE License #01800755
[email protected]
1940 Crows Landing Rd, Ste 10
Modesto, CA 95358