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Non Disturbance Agreement Template for United States

A Non-Disturbance Agreement is a legal document commonly used in U.S. commercial real estate transactions that protects a tenant's lease rights in the event of a foreclosure or other adverse action against the landlord. The agreement ensures that the tenant can continue occupying the premises under the original lease terms, even if the property ownership changes due to foreclosure or sale, provided the tenant continues to perform its lease obligations.

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What is a Non Disturbance Agreement?

A Non-Disturbance Agreement becomes necessary when a property is both leased to tenants and mortgaged to a lender. This three-party agreement ensures the tenant's rights are preserved if the lender forecloses on the property, while also protecting the lender's security interest. Common in U.S. commercial real estate transactions, it typically includes provisions for attornment (tenant's recognition of new owner) and subordination of the lease to the mortgage. The agreement is particularly important for tenants making significant investments in their leased space or requiring stable, long-term occupancy.

What sections should be included in a Non Disturbance Agreement?

1. Parties: Identification of all parties (typically Lender, Landlord, and Tenant)

2. Background: Context of the agreement, including reference to lease and loan documents

3. Definitions: Key terms used throughout the agreement

4. Non-Disturbance Provisions: Core provisions ensuring tenant's continued occupancy

5. Attornment Provisions: Tenant's recognition of lender as successor landlord

6. Governing Law: Applicable jurisdiction and choice of law

What sections are optional to include in a Non Disturbance Agreement?

1. Modification Restrictions: Provisions limiting modifications to the lease without lender consent

2. Insurance Requirements: Specific insurance obligations and requirements for all parties

3. Rent Payment Provisions: Provisions for direct rent payments to lender in case of default

What schedules should be included in a Non Disturbance Agreement?

1. Schedule A - Lease Agreement: Copy of the original lease being subject to the NDA

2. Schedule B - Property Description: Legal description of the property

3. Schedule C - Mortgage/Security Agreement: Reference to the relevant loan documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Cost

Free to use

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