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Non Disturbance Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Disturbance Agreement

"Need a Non Disturbance Agreement for our new retail tenant taking a 10-year lease from March 2025 at our Oxford Street property, where HSBC holds the primary mortgage; tenant requires specific provisions about their shop fit-out rights."

Document background
A Non-Disturbance Agreement becomes necessary when a commercial property is both mortgaged and leased. Under English and Welsh law, without such an agreement, a tenant's lease could be at risk if the property is foreclosed upon. The agreement typically includes provisions protecting the tenant's occupancy rights, the lender's security interest, and the landlord's ongoing obligations. It's particularly crucial in commercial real estate transactions where tenants have made significant investments in their leased premises or require long-term security of tenure. The Non Disturbance Agreement provides certainty to all parties about their respective rights and obligations in the event of a default scenario.
Suggested Sections

1. Parties: Identification of all parties (typically landlord, tenant, and lender)

2. Background: Context of the agreement including details of lease and mortgage

3. Definitions: Key terms used throughout the agreement

4. Non-Disturbance Provisions: Core provisions protecting tenant's rights in the event of enforcement of security

5. Attornment: Tenant's acknowledgment of lender as landlord in case of foreclosure

6. Execution: Signature blocks and execution provisions

Optional Sections

1. Notice Provisions: Details of how notices should be served between parties - include when specific notice requirements are needed

2. Insurance Requirements: Specific insurance obligations - include when additional insurance requirements need to be specified

3. Assignment Provisions: Rules regarding transfer of rights - include when assignment rights need to be specifically addressed

Suggested Schedules

1. Schedule 1 - Property Description: Detailed description of the property including its legal description and address

2. Schedule 2 - Lease Details: Key terms of the underlying lease including date, parties, and key provisions

3. Schedule 3 - Mortgage Details: Key terms of the underlying mortgage or charge

4. Appendix A - Plans: Property plans and drawings showing the extent of the property

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Law of Property Act 1925: Primary legislation governing legal estates and interests in land, including provisions for mortgages and charges. Key foundation for property law in England and Wales.

Land Registration Act 2002: Legislation governing the registration of interests in land, priority of interests, and notice requirements. Essential for ensuring proper recording and enforcement of property rights.

Landlord and Tenant Act 1954: Key legislation affecting commercial leases and security of tenure considerations, which may impact the relationship between landlord, tenant, and lender in a Non-Disturbance Agreement.

Privity of Contract: Common law principle determining the rights and obligations between contracting parties, crucial for understanding the relationship between original parties to the agreement.

Privity of Estate: Common law principle governing the relationship between successive owners of land and property interests, relevant for succession of rights under the agreement.

Doctrine of Notice: Common law principle determining the effects of actual, constructive, and implied notice of existing rights on subsequent parties.

Companies Act 2006: Legislation relevant when any parties to the agreement are corporations, governing corporate capacity and execution requirements.

Land Registration Rules 2003: Detailed regulations supplementing the Land Registration Act, providing specific requirements for registration and priority of interests.

Law of Property (Miscellaneous Provisions) Act 1989: Legislation setting out formal requirements for contracts relating to land and property interests.

HM Land Registry Requirements: Regulatory requirements and practices for registration and recording of property interests and related agreements.

Financial Conduct Authority Regulations: Regulatory framework applicable when regulated lenders are involved in the agreement, ensuring compliance with financial services requirements.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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