What is a non-disclosure agreement?
A non-disclosure agreement is a contract in which a buyer agrees to keep the details of your portfolio confidential. PSC asks buyers to sign one before they receive portfolio information, which helps keep an off-market sale discreet.
Read more in our guide: Off-market portfolio sales
Key facts at a glance
| Item | Detail |
|---|---|
| Purpose | Keeps details of your portfolio confidential and limits how they can be used |
| Who signs | Prospective buyers and, where relevant, their advisers |
| Typical content | Definition of confidential information, permitted use, who can see it, return or destruction, duration |
| Common extras | No direct approach to tenants, agents or staff; no use of information to compete for the same properties |
| Duration | Often one to three years |
| Remedies for breach | Damages and court injunctions |
Why Confidentiality Matters When Selling a Portfolio
A portfolio information pack contains addresses, rents, tenant arrangements, mortgage details and sometimes the landlord's personal circumstances. If it circulated freely, tenants might hear about the sale from the wrong source, local agents and competitors might approach your tenants, and the portfolio could look 'shopped around', weakening your negotiating position. An NDA, signed before detailed information is released, sets clear rules on who can see the information and what they can do with it.
What a Property NDA Usually Covers
- what counts as confidential, including the fact that the portfolio is for sale;
- that it may only be used to evaluate the purchase;
- which advisers and funders can see it, and that they are bound by the same terms;
- no contact with tenants, letting agents or the seller's staff without permission;
- return or deletion of the information if the buyer does not proceed;
- how long the obligations last.
How It Fits Into an Off-Market Sale
- Buyers see a short anonymised summary, such as the number of properties, area and total rent.
- Interested and qualified buyers sign the NDA.
- Full details are released, often through a secure data room.
- Offers are made and a buyer is chosen.
- Conveyancing begins under the usual legal confidentiality.
See off-market sale for how PSC runs the process.
What an NDA Cannot Do
An NDA reduces risk but does not remove it, and enforcing one through the courts is costly. It also cannot stop information that is already public, such as Land Registry ownership or listings, being found. The best protection is to share only what each buyer needs at each stage and to work with buyers who have a track record.
Official Sources and Further Reading
General information for landlords in England, checked against official sources in October 2026. It is not tax, legal or financial advice: speak to a qualified accountant or solicitor about your own circumstances.
Frequently Asked Questions
A non-disclosure agreement is a contract in which a buyer agrees to keep the details of your portfolio confidential. PSC asks buyers to sign one before they receive portfolio information, which helps keep an off-market sale discreet.
It is not a legal requirement, but it is good practice in an off-market portfolio sale, so that buyers keep your information confidential and do not approach your tenants.
Before they receive detailed information such as addresses, rents and tenancy details. An anonymous summary can be shared first.
You may be able to claim damages or ask the court for an injunction to stop further use of the information, although enforcement can be costly.
Thinking About Selling Your Portfolio?
Ask for a no-obligation portfolio appraisal, or call us to talk through your options in confidence.