Newbie question - How common is it to sign an NCND Non-circumventing non-disclosure agreement?

10 Replies

Hi Everyone! 

Potential newbie question here.

A BP user was advertising REO properties in Florida. When I reached out to them they sent me a 3 page NCND non-ciscumventing non-disclosure agreement to be able to share the deal details with me. Is this normal? I found very little information on other post on the legitimacy on these kind of documents.

Another of my concerns is that it doesn't spell out a time-frame or specific properties for which this is valid. Although surely this can't be an agreement that is good forever. Right?

Here is what the document says:

NON-CIRCUMVENTION NON-DISCLOSURE AGREEMENT

Whereas, each signatory Party possesses certain information, not known by any other Party;

Whereas, the parties are initially desirous or conducting various business transactions; Whereas, the

parties wish to discuss and exchange certain items and information related to a business opportunity,

investment, or selling and buying of real estate properties, which the parties hereto consider highly

confidential and proprietary. The undersigned Parties agree, in consideration of the foregoing

promises to abide by the following terms and conditions:

1. Non-Circumvention: Each Party agrees not to directly or indirectly contact, deal

with transact, or otherwise be involved with any corporation, partnership, proprietorships,

trust, individuals, or other entities introduced by either Party without the specific written

permission of the introducing Party.

2. Each Party agrees not to directly or indirectly circumvent, avoid or bypass each other

regarding any renewals, corporation, partnerships, proprietorships, trusts, or other entities

introduced by either Party.

3. Non Disclosure: Each Party agrees not to disclose or otherwise reveal to any third

Party the identities, addresses, telephone numbers, facsimile numbers, Email addresses, telex

numbers, bank codes, account numbers, financial reference, or any other entities introduced

by either Party to the other without the specific written permission of the introducing Party.

4. Terms: This Agreement is valid for the following term: Five (5) years from the date

of signing of this agreement.

5. Parties bound: This Agreement shall be binding upon all undersigned Parties and

their heirs, successors, associates, affiliates and assigns. Each Party shall take reasonable

steps to ensure that their Employees, Agents Representatives, Officers, Independent

Contractors, Shareholders, Principals and other third Parties abide by the provisions of this

Agreement.

6. Notice: All notices, demands, consists, or requests given by the Parties shall be in

writing transmitted by telecopier or other means of facsimile transmission with return

confirmation requested, postage prepaid, to the other Party at the last facsimile number or

address the Party has designated by notice here in. Notice shall be considered to have been

given.

7. Language: The language in all the Agreement shall be in all cases constructed simply

according to its fair meaning and not strictly for or against of the Parties and it is agreed that

the English language is used.

8. Severability: Should any portion of this Agreement be declared invalid or

unenforceable, then such portion shall be deemed to be severable from this Agreement and

shall not affect the remainder hereof.

9. Integration: This Agreement constitutes the entire Non Circumvention Agreement

between the Parties and supersedes all prior discussion, negotiations and Agreements,

whether oral or written. The parties further intend that this Agreement constitutes the

complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may

be introduced in any judicial or arbitration proceeding involving this Agreement

10. Amendments: Any change or amendment to this Agreement, including oral

modification supported by new consideration, must be reduced to writing and signed by all

Parties before it will be effective.

11. Waiver: No waiver or default of any of this agreement by any party shall be implied

from any omission of such party to take action against the defaulting party. One or more

waivers of any covenant, terms or condition of this agreement by any party shall not be

considered to be waiver of render unnecessary consent or approval of said party of any

subsequent or similar acts or omission.

12. Arbitration: Any controversy or claim arising out of this agreement which is not

settled between the parties themselves, shall be settled by arbitration in accordance with the

international chamber of commerce (ICC) rules and arbitration is the nearest regional or ICC

non-circumvention and non-disclosure laws and binding for all undersigned parties and their

associates, affiliated, employees, agents holders, principals, heirs, successors, assigns and

other third parties.

13. Attorney's Fees: If any party files any action or brings any proceeding against other

arising from this agreement, or is made a party to any action or proceeding arising from this

agreement, the prevailing party shall be entitled to recover as an element of their cost to suit

and not as damages reasonable attorney's fees to be fixed by the court, arbitrator or

adjudicative authority. The prevailing party shall be the party entitled to recover their cost to

suit or arbitration, whether or not entitled to recover costs.

14. Relationship: The Parties hereto shall not be deemed to be Partners or Joint Ventures

and no Party shall be liable for any other Party's commitments or liabilities resulting from

execution of this Agreement. Force and effect of Document: The Parties hereto agree that a

signed telefax or other facsimile copy of this Agreement shall have the same force and effect

and as the original of this document.

15. Force and Effect of Documents: The Parties hereto agree that a signed telefax or

other facsimile copy of this Agreement shall have force and effect as the original of this

document.

16. CKA PropertyInvestments LLC receives a negotiable fee for all properties. This

fee is to be added to any and all asking prices and paid directly to us at closing. For each

property that goes to closing , we will issue a master fee agreement stating the exact amount

CKA Property Investments LLC is to receive at time of closing.

IN WITNESS WHEREOF, the Parties hereto execute this Agreement by their authorized document.

ENTITY/ PERSON:

Signature: .......................................

Date: . .3/11/15............................................

ENTITY/ PERSON:

Signature ........................................................................................

Date : . .....3/11/15.....................................................

ENTITY/ PERSON :

Signature ....................................................................................................

Date : ...........................................................

Who wrote that Shakespeare? I can't read it all because I'm on the app and they haven't fixed the bug yet that only shows the first part of posts.

This sort of question always depends on the law in the particular state, and is best addressed by a lawyer in that state.  Several of the clauses would not be enforceable in my state, but your mileage may vary.

I would note that CKA Property Investments LLC is admitting, in writing, to practicing real estate brokerage without a license. And in a state that frowns upon such things.

"CKA Property Investments LLC receives a negotiable fee for all properties. This fee is to be added to any and all asking prices and paid directly to us at closing. For each property that goes to closing , we will issue a master fee agreement stating the exact amount CKA Property Investments LLC is to receive at time of closing."

@Richard C. :

 Thank you for the input. I think you're right. I'll have to pass on signing it. 

Originally posted by Account Closed:

Who wrote that Shakespeare? I can't read it all because I'm on the app and they haven't fixed the bug yet that only shows the first part of posts.

Lol. I didn't realize that by copy and pasting I was turning the document into poetry. Pulitzer prize in poetry should be on its way to me. 

I try and make it a habit to have all of my prospective investors sign one.  More so because it shows me whether or not they are going to possibly be a pain in my *** as an investor.  If they balk at signing this simple document, what is going to happen when they have to sign a bunch of my PPM documents?

Some of our Projects have non-public information that is proprietary to the Project, other times we do not want people physically snooping around our Projects before we have closed.

So, I personally sign them all of the time, and send them most of the time.  

Eric Tait, Vernonville Asset Management | 1‑877‑668‑3311 | http://www.vernonville.com

Seems pretty silly to me.  Clause 13 makes no sense.  14 and 15 say the exact same thing (might be a paste error).  A five year length... probably not enforceable in most jurisdictions.

It looks desperate and pathetic...

Originally posted by @Eric Tait :

I try and make it a habit to have all of my prospective investors sign one.  More so because it shows me whether or not they are going to possibly be a pain in my *** as an investor.  If they balk at signing this simple document, what is going to happen when they have to sign a bunch of my PPM documents?

Some of our Projects have non-public information that is proprietary to the Project, other times we do not want people physically snooping around our Projects before we have closed.

So, I personally sign them all of the time, and send them most of the time.  

 Eric, when you send out the agreement do you usually spell out the specific deals/time periods the agreement is good for? What I want to avoid is being tied to one wholesaler. Especially for an ambiguous amount of time. 

Yes, it is time limited, and you can always suggest changes to the document if you have areas of concern.  

Eric Tait, Vernonville Asset Management | 1‑877‑668‑3311 | http://www.vernonville.com

It's quite common, and means only one thing for sure.....the "broker" has no control over theproperties, no exclusivity, no agreement with the seller, and is likely just passing along some garbage from someone else.

In most cases they aren't worth the paper they are written on... and what Wayne Brooks said. 

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