An NCNDA — a Non-Circumvention and Non-Disclosure Agreement — is the contract that keeps off-market commercial real estate deals from falling apart. It does two jobs at once: it stops a party from going around ("circumventing") the person who introduced the deal, and it stops confidential information from being leaked to outsiders.
Off-market CRE runs on relationships and information. A broker or intermediary often knows about a building that is quietly for sale, who controls the LLC that owns it, and what price the seller will accept. The moment that information is shared, the intermediary's leverage disappears — a buyer could simply contact the owner directly and cut them out of the commission.
The NCNDA exists to prevent exactly that. By signing before any names, addresses or financials change hands, every party agrees not to bypass the source of the introduction and not to disclose what they learn. It is the standard handshake of the off-market world, where deals are never publicly listed.
Non-circumvention — you agree not to transact directly or indirectly with a party you were introduced to, for a defined period, without involving (and compensating) the introducer. This protects broker and finder fees.
Non-disclosure — you agree to keep confidential information private: the identity of the buyer or seller, the property, pricing, ownership structure, and any documents shared during due diligence.
A well-drafted NCNDA also names the parties, lists the specific transaction or property, sets a term (often 12–24 months), defines the commission or fee being protected, and specifies the governing law and how disputes are resolved.
A plain NDA (Non-Disclosure Agreement) only covers confidentiality — it stops you from sharing secrets, but it does nothing to stop you from doing a deal directly with the other side. An NCNDA adds the non-circumvention clause, which is the part brokers and intermediaries actually care about, because it is what protects their fee.
In short: every NCNDA is an NDA, but not every NDA is an NCNDA. In CRE introductions, you almost always want the NCNDA.
They can be, but enforceability depends on the drafting. Courts are more likely to uphold an NCNDA that is specific (it names the parties and the deal), reasonable in duration and scope, and supported by genuine confidential information. Vague, perpetual, or impossibly broad agreements are harder to enforce.
The practical value of an NCNDA is often as much deterrent as remedy: it sets expectations, documents who introduced whom, and creates a clear paper trail if a dispute arises. This is general information, not legal advice — have any agreement reviewed by a qualified attorney before signing.
What does NCNDA stand for?
NCNDA stands for Non-Circumvention and Non-Disclosure Agreement. It combines a promise not to bypass the introducing party with a promise to keep deal information confidential.
When should I use an NCNDA?
Use an NCNDA before sharing or receiving confidential information in an off-market or introduced commercial real estate deal — particularly when a broker, finder or intermediary is owed a fee for making the introduction.
Is an NCNDA legally binding?
An NCNDA can be legally binding if it is specific, reasonable in scope and duration, and properly executed. Enforceability varies by jurisdiction, so have it reviewed by an attorney.