Non-Disturbance Agreement Template
This Non-Disturbance Agreement (“Agreement”) is entered into as of [Effective Date], by and among:
Lender: [Lender Full Legal Name], of [Address]
Landlord: [Landlord Full Legal Name], of [Address]
Tenant: [Tenant Full Legal Name], of [Address]
Together, the parties are referred to as the “Parties.”
1. Property and Lease Information
This Agreement relates to the following real property:
Property Address: [Property Address]
City, State, ZIP Code: [City, State, ZIP Code]
Legal Description, if needed:
[Insert legal description]
The lease covered by this Agreement is:
Lease Date: [Lease Date]
Landlord: [Landlord Name]
Tenant: [Tenant Name]
Premises: [Describe leased premises]
Lease Term: [Start Date] to [End Date]
Any amendment, extension, guaranty, or related lease document covered by this Agreement is described as follows:
[Describe related lease documents or write “None”]
2. Loan and Security Interest
The Landlord acknowledges that the property is subject to the following loan or security instrument in favor of the Lender:
Loan Date: [Loan Date]
Mortgage / Deed of Trust / Security Instrument Date: [Date]
Recording Information, if applicable: [Instrument Number / Book / Page / Other]
The Tenant acknowledges that the Lender has an interest in the property arising from the loan documents.
3. Purpose of Agreement
The purpose of this Agreement is to set the terms under which the Tenant’s leasehold rights will be treated if the Lender exercises remedies against the property or succeeds to the Landlord’s interest by foreclosure, deed in lieu, assignment, sale, or other enforcement action.
4. Non-Disturbance
If the Lender acquires title to the property, succeeds to the Landlord’s interest, or causes the property to be transferred following enforcement of the loan documents, the Lender agrees that the Tenant’s possession of the premises under the lease will not be disturbed, and the lease will continue in effect according to its terms, provided that:
the Tenant is not then in material default under the lease beyond any applicable notice and cure period;
the Tenant continues to perform the Tenant’s obligations under the lease; and
the lease has not otherwise expired or been properly terminated according to its terms.
5. Attornment
If the Lender acquires title to the property or succeeds to the Landlord’s interest, the Tenant agrees to recognize and attorn to the Lender, or to any purchaser or successor designated by the Lender, as the new landlord under the lease.
After attornment, the lease will remain in effect on the same general terms, except as otherwise stated in this Agreement or required by law.
6. Subordination, if Applicable
The Tenant agrees that the lease is and shall remain subordinate to the lien of the Lender’s mortgage, deed of trust, or other security instrument, subject to the non-disturbance protections expressly stated in this Agreement.
If the parties do not intend subordination, state any different arrangement here:
[Describe alternate priority arrangement or write “Not applicable”]
7. Limits on Lender Obligations
After succeeding to the Landlord’s interest, the Lender or successor landlord will not be:
liable for acts or omissions of any prior landlord, except to the extent expressly assumed in writing;
bound by any prepaid rent for more than [number] month(s) in advance unless specifically recognized in writing;
bound by any security deposit except to the extent actually received by the Lender or successor landlord;
required to complete construction, improvements, or landlord work not yet performed, except as expressly agreed in writing; or
subject to offsets, defenses, claims, or credits arising from prior landlord conduct, except as required by law or expressly assumed.
Any additional limits or exceptions are as follows:
[Describe or write “None”]
8. Tenant Representations
The Tenant states, to the best of the Tenant’s knowledge, that:
the lease is in full force and effect;
the Tenant is currently in possession of the premises, if applicable;
no uncured material default by the Tenant exists under the lease, except as disclosed below;
the Tenant has not assigned the lease or sublet the premises except as disclosed below; and
the Tenant has not prepaid rent except as disclosed below.
Disclosures or exceptions:
[Insert details or write “None”]
9. Landlord Representations
The Landlord states, to the best of the Landlord’s knowledge, that:
the Landlord is the current landlord under the lease;
the lease provided to the Lender is a true and complete copy, including amendments;
no landlord default exists under the lease except as disclosed below; and
the Landlord has authority to enter into this Agreement.
Disclosures or exceptions:
[Insert details or write “None”]
10. Notices
Any notice required under this Agreement must be in writing and delivered to the addresses below, or to any updated address later provided in writing.
For Lender:
Name: [Name]
Address: [Address]
Email: [Email Address]
For Landlord:
Name: [Name]
Address: [Address]
Email: [Email Address]
For Tenant:
Name: [Name]
Address: [Address]
Email: [Email Address]
Notice will be effective upon:
☐ Personal delivery
☐ Confirmed email delivery
☐ Certified mail
☐ Recognized courier
☐ Other: [Describe]
11. No Amendment of Lease Except as Stated
Except as expressly stated in this Agreement, the lease remains unchanged and in full force and effect.
Nothing in this Agreement is intended to expand the lease beyond its original terms or create rights in the Tenant that do not otherwise exist under the lease, except for the specific non-disturbance and attornment protections stated here.
12. Governing Law
This Agreement will be governed by the laws of [State/Country], except to the extent mandatory real estate, foreclosure, or landlord-tenant law applies.
13. Entire Agreement
This Agreement contains the complete understanding of the Parties regarding non-disturbance, attornment, and any subordination terms relating to the lease and property described above.
Any amendment to this Agreement must be in writing and signed by the Parties.
14. Counterparts and Recording
This Agreement may be signed in counterparts, each of which will be treated as an original and all of which together will form one agreement.
The Parties may record this Agreement or a memorandum of it if permitted or required.
15. Signatures
Lender:
Signature: __________________________
Name: [Full Name]
Title: [Title]
Company: [Lender Name]
Date: [Date]
Landlord:
Signature: __________________________
Name: [Full Name]
Title: [Title]
Company: [Landlord Name]
Date: [Date]
Tenant:
Signature: __________________________
Name: [Full Name]
Title: [Title]
Company: [Tenant Name, if applicable]
Date: [Date]
16. Optional Notary Acknowledgment
State of [State]
County of [County]
On this [Day] day of [Month], [Year], before me, the undersigned notary public, personally appeared [Name of Signer], known to me or satisfactorily proven to be the person whose name is subscribed to this document, and acknowledged that they executed it for the purposes stated herein.
Notary Public Signature: __________________________
Printed Name: [Notary Name]
My Commission Expires: [Date]
Notary Seal: __________________________
