Non-Disclosure Agreement - Question

[Rene D.]

Have you seen something like this in an NDA you have seen or signed?

"This agreement is a perpetual guarantee for 2 years from the date of execution and is to be applied to any and all transactions presented by _______". 

I realize each broker her their own which I am happy to sign but I haven't seen this before and gives me pause simply at the perpetuity for 2 years. Is this simply stating that for that time period I cannot disclose this or any info from their firm for 2 years? 

Thoughts please.

[Jeff S.]

According to my non-legal, plain-English read, this is nonsensical and ambiguous. Perpetual means infinite. Two years is a time limit. Your broker can’t have both in one sentence. And, “… any and all transactions …”? Are they kidding?

Because they think you’ll sign, brokers like to throw all sorts of ridiculous terms in their NDAs. Years ago, when I was in the retail leasing phase, I was regularly presented with this sort of nonsense and consistently refused to sign. At best, I might agree to a reasonable time limit against acting on a specific property identified by address. This means a two sentence NDA, not the multi-paragraph or, heavens, multi-page NDAs I occasionally saw. Brokering is too competitive for you to put up with that crap.

I would never sign anything broad, overreaching, or in perpetuity. The brokers, more interested in doing a deal, would normally tell me to cross out what I didn’t like and write in whatever made me comfortable. I think only their bosses cared. In fact, I’d always protect a broker. This was not because of a dumb document, but because I valued the relationship.