NDA for a tenant or landlord discussion about a business

A tenant and a landlord have a lease between them and a reason to discuss more than the lease: a tenant seeking a rent concession or a longer term discloses its trading figures; a landlord planning a redevelopment or a sale discloses its plans and its dealings with other tenants; and a tenant selling its business needs the landlord's consent and has to say so. A non-disclosure agreement for that discussion protects what each side discloses without altering the lease. I review the NDA one side has proposed, or draft one for the party instructing me, for a fixed fee of £495 in three working days.

Who this is for

Business tenants and commercial landlords in England and Wales, and their agents, opening a discussion that goes beyond the lease: a rent review or renewal negotiation supported by trading figures, a proposed surrender, an assignment on a sale of the tenant's business, a redevelopment, or the sale of the building. Both parties are businesses; the lease and the statutory rules on business tenancies continue to apply alongside the NDA.

What matters in an NDA for a tenant or landlord discussion

The lease relationship the NDA sits alongside

The NDA should state that it does not vary the lease, does not waive either party's rights under it, and does not amount to a notice or an agreement for the purposes of the Landlord and Tenant Act 1954, under which a business tenant may have security of tenure and the procedures for termination and renewal are prescribed, including notices under section 25. The review checks that the discussions are recorded as without prejudice to the lease and to those rights, so that a concession discussed under the NDA does not become a variation by conduct.

The tenant's trading figures and business plans

A tenant negotiating rent, a break or a longer term discloses turnover, margins, footfall and its plans for the premises, and the NDA should confine the landlord's use of that information to the negotiation, prohibit disclosure to other tenants, prospective tenants and the landlord's agents except as permitted, and prohibit use in a rent review or a lease renewal outside the discussion. The review drafts the definition to cover the figures and the plans, and the permitted purpose to cover only the matter under discussion.

The landlord's plans, the building and other tenants

A landlord disclosing a redevelopment, a refurbishment programme, a proposed sale or its dealings with other tenants discloses information that affects the value of the building and the position of other occupiers, and the NDA should protect it from disclosure to other tenants, to the market and to the tenant's own advisers beyond those who need to know. The review checks that a tenant's obligations do not prevent it taking advice on its statutory rights, and that information about other tenants is confined to what the discussion requires.

A sale of the tenant's business and the landlord's consent

Where the tenant is selling its business and the buyer will take an assignment of the lease, the tenant has to tell the landlord and the landlord will see the buyer's details and financial standing. The NDA should protect the fact of the sale and the buyer's identity until the landlord's consent is sought formally, and should record that the landlord's obligations on consent under the lease and the general law are unaffected. The review coordinates the NDA with the sale process so that the landlord learns of the sale at the stage the tenant chooses.

Agents, surveyors and the people who see the figures

Both sides use managing agents, surveyors and solicitors, and the NDA should permit disclosure to them on condition that they are bound by equivalent obligations and that the disclosing party's information is not used by an agent for other instructions. Where the information includes personal data, such as the tenant's staff numbers by name or the landlord's other tenants' details, the parties are controllers under the UK GDPR and the Data Protection Act 2018, and the review confines the exchange to what the discussion needs.

If the discussion fails, duration and remedies

If no agreement is reached, each party should return or destroy the other's information and may not use it in the lease relationship afterwards, in a rent review, a renewal or a dispute, and the NDA should say so. The obligations should last for a stated period, with trade secrets protected for as long as they remain secret under the standard in the Trade Secrets (Enforcement, etc.) Regulations 2018, and the NDA should acknowledge that damages may be an inadequate remedy and carve out disclosures required by law or a court. It should be governed by English law with jurisdiction in England and Wales, matching the lease.

What it costs

NDA review or drafting, £495. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

We want to ask our landlord for a rent reduction and need to show our accounts. Will an NDA protect them?

It will bind the landlord to use the figures only for the negotiation and not to disclose them to other tenants or its agents beyond those who need to know. The review drafts the NDA so that the figures cannot be used against you in a later rent review or renewal if the discussion fails.

Does signing an NDA with our landlord affect our rights under the lease?

It should not, and the review makes sure the NDA says so: it does not vary the lease, does not waive any right under it or under the Landlord and Tenant Act 1954, and the discussions are without prejudice to both.

We are selling our business. When do we have to tell the landlord?

When the lease requires the landlord's consent to the assignment, which is normally at the point the buyer is known and the sale is agreed in principle. The NDA protects the fact of the sale until then, and the review coordinates it with the sale process and the consent application.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• NDA before selling your business
• Reviewing heads of terms before a deal

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.