Can this be signed electronically?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signing process evidences intent, consent, attribution, and record retention.

Is notarization required?

Notarization depends on state and lender requirements; some counties require acknowledgment for recording. Confirm local recording and title requirements before execution.

What if the lease and NDAA conflict?

Where conflicts exist, the documents should be reconciled before signing; counsel typically revises the NDAA to conform to the lease or negotiates limited exceptions with the lender.

Who should store the executed copies?

All parties should retain executed originals or certified electronic copies; title companies often keep recorded documents and lenders retain executed originals with the loan file.

Can a tenant refuse to attorn?

A tenant may negotiate terms but a properly executed attornment obligation binds the tenant. Refusal can create breach issues and may jeopardize nondisturbance protections.

When to consult counsel?

Consult counsel when subordination, cure rights, or foreclosure remedies are unclear, or when complicated entity or title issues exist that could affect priorities.

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Nondisturbance and Attornment Agreement

Nondisturbance and Attornment Agreement

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What a Nondisturbance and Attornment Agreement Is

A Nondisturbance and Attornment Agreement (NDAA) is a real estate contract between a tenant, a lender (or mortgagee), and a landlord that preserves the tenant's rights if the landlord defaults and the lender enforces its security interest. The nondisturbance portion obligates the lender to honor the tenant's lease if the lender takes title following foreclosure; the attornment portion requires the tenant to recognize the lender (or purchaser at foreclosure) as the new landlord and to continue performing under the lease. These agreements are common in commercial leasing, multifamily properties, and ground leases and are used to protect leasehold interests and ensure continuation of tenancy despite ownership changes.

Why this Agreement Matters for Tenants and Lenders

An NDAA gives tenants assurance their occupancy and lease terms survive a foreclosure, and it gives lenders certainty of rent streams and reduced eviction disputes; it balances interests so lenders can finance property while preserving tenant protections.

Core Elements Found in a Professional NDAA

A well-drafted Nondisturbance and Attornment Agreement addresses the parties' identities, the scope of nondisturbance protections, attornment obligations, default definitions, cure rights, and post-foreclosure remedies. It should be consistent with the underlying lease and note any conditions precedent to enforcement.

Parties

Identifies landlord, lender (or mortgagee), and tenant by full legal names and entity types to avoid ambiguity and ensure enforceability.

Nondisturbance

Specifies that the tenant's possession and lease rights continue in the event of foreclosure provided the tenant is not in uncured default under the lease.

Attornment

Requires the tenant to recognize and pay rent to a lender or purchaser who acquires title through enforcement, preserving the lease relationship.

Conditions and Cure

Defines what constitutes tenant default and any cure periods available before nondisturbance protections lapse.

Subordination Scope

Clarifies whether the lease is subordinate to the mortgage, subordinated upon foreclosure, or subject to specific exceptions.

Remedies and Notices

Sets notice procedures for defaults, lender cure rights, and remedies following a foreclosure or transfer of title.

Stepwise Completion Checklist

Follow these steps in order to prepare a clear, enforceable NDAA that aligns with the lease and mortgage documents.

01

Confirm Parties: Verify legal names and authority to sign for landlord, tenant, and lender.
02

Match Lease Terms: Compare lease dates, rent schedules, and default definitions for consistency.
03

Define Conditions: Specify any conditions for nondisturbance, including tenant compliance and notice periods.
04

Execute and Deliver: Obtain signatures, notarize if required, and distribute fully executed copies to all parties.

Typical Routing and What to Send to Each Party

An efficient routing flow reduces execution delays. Different documents and attachments should be sent to each party for review and signature.

Tenant Package: Send the NDAA with the lease excerpt and landlord consent documents.
Lender Package: Include the mortgage, note summary, and title commitment for lender review.
Landlord Package: Provide the executed lease and any loan payoff or subordination references.
Recording/Retention: Deliver a fully executed copy to title/escrow for recording or safekeeping as applicable.

How to Configure an Online Signing Workflow

Set up roles and fields before sending to ensure a smooth e-signature experience and to capture evidence of execution.

Field	Configuration
Signer Order	Set lender and landlord to sign before or after tenant as agreed.
Authentication	Use email link or SMS code; consider ID verification for lenders.
Attachment	Attach lease excerpt and legal description as exhibits.
Audit Trail	Enable full audit logging and timestamping for evidentiary support.

Electronic Signing and Platform Considerations

Choose an e-signature platform that supports audit trails, secure storage, and any required compliance addenda such as a HIPAA BAA if health information is involved.

File Formats: PDF and Word (DOCX) are standard; signed PDFs should produce an audit record.
Integrations: Integrates with cloud storage like Box, Google Drive, and with CRMs such as Salesforce.
Authentication: Supports email, SMS, and advanced authentication for high-assurance signings.

Maintain a copy of the fully executed agreement with its audit trail and ensure your platform meets ESIGN and UETA requirements for enforceability.

Security and Compliance Checklist

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Capture IP, timestamp, and action history

BAA Availability: Required for HIPAA-covered use; confirm with provider

21 CFR Part 11: Needed when FDA-regulated records use e-signatures

SOC 2 Type II: Independent control assurance available

Access Controls: Role-based permissions and SSO/SAML support

Consequences of an Incorrect or Missing NDAA

Loss of Tenancy Rights: Tenant may lose nondisturbance protections if the agreement is unclear or not executed

Rent Disputes: Ambiguous attornment terms can cause disputes over rent payment obligations

Financing Delays: Lenders may withhold funding if subordination or nondisturbance terms conflict with loan documents

Recording Problems: Incorrect property descriptions can lead to improper indexing

Enforceability Risk: Missing signatures, improper authorization, or defective notarization can void provisions

Increased Legal Costs: Litigation or reformation can be costly and time-consuming

Common Errors to Avoid When Preparing an NDAA

Using inconsistent party names between lease, mortgage, and NDAA, which creates ambiguity
Failing to match lease default and cure periods, undermining nondisturbance promises
Not obtaining required corporate authorizations or resolutions for signatories
Neglecting to attach lease exhibits or legal descriptions that the NDAA references

Practical Tips for Accurate, Efficient Completion

Adopt standardized templates and a checklist to reduce revision cycles and coordinate with title and lending counsel early.

Use Consistent Names

Verify and use the exact legal names from lease, mortgage, and recorded instruments to avoid interpretation issues and ensure record traceability.

Attach Exhibits

Include the lease excerpt, legal description, and mortgage summary as exhibits to provide clarity and reduce later disputes about referenced terms.

Confirm Authority

Obtain corporate certificates or signing authority documentation where entities execute the NDAA to validate enforceability.

Preserve Audit Trail

When using electronic signing, ensure the platform captures IP, timestamps, and signer authentication to support future enforcement.

Who Typically Uses an NDAA

Multiple stakeholders rely on NDAAs to align lease and financing interests and to reduce post-foreclosure disruption.

Lenders and mortgagees that want assurance of stable rent streams after enforcement actions
Commercial and multifamily tenants seeking continuity of possession if the landlord defaults
Property owners and asset managers coordinating lease and loan documents to facilitate financing

Each party uses the document for different objectives—lenders for security and predictability, tenants for stability, and landlords to enable financing—so negotiation focuses on balancing those interests.

Who Signs and Why

Tenant Representative

A corporate officer or authorized agent signs on behalf of the tenant; this signer confirms the tenant will attorn to a successor landlord and continue lease performance subject to the NDAA terms.

Lender or Authorized Officer

An authorized lender representative executes to acknowledge nondisturbance conditions and to confirm the lender's intent to honor qualifying tenant rights following enforcement.

Real-World Use Cases

Two common scenarios show how an NDAA operates and why it is included in financing and leasing workflows.

Lender Financing a Shopping Center

A lender required an executed NDAA from major tenants before funding

This provided comfort that rents would continue to flow post-foreclosure
The executed NDAAs were included in closing deliverables and cited in the loan commitment to avoid last-minute objections.

Multifamily Owner Refinancing

An owner refinanced a rental building with many long-term tenants

Tenants negotiated nondisturbance protections tied to rent status
The resulting NDAAs reduced the lender's perceived risk and smoothed the loan closing process while protecting tenants from abrupt eviction.

Typical Timing and Processing Expectations

Execution and routing timelines vary by transaction size and lender requirements; plan for review and approvals before closing dates.

Internal Review:

Allow 3–7 business days for legal review and internal approvals

Lender Review:

Expect 5–10 business days for lender underwriting and title review

Tenant Signature Turnaround:

Allow 1–5 business days depending on tenant availability

Recording Delay:

Recording with county may take 1–14 business days depending on local practices

Final Close:

Ensure all executed NDAAs are delivered before loan funding or property transfer

eSignature Vendor Comparison for NDAA Execution

Key features and starting prices for common eSignature platforms used to execute real estate documents and to preserve audit trails. Confirm plan details with each vendor for specific capabilities and compliance options.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Yes	Yes	Yes	Yes
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions and Troubleshooting

Answers to common questions about enforceability, execution methods, and integration with loan and lease documents.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signing process evidences intent, consent, attribution, and record retention.
Is notarization required?
Notarization depends on state and lender requirements; some counties require acknowledgment for recording. Confirm local recording and title requirements before execution.
What if the lease and NDAA conflict?
Where conflicts exist, the documents should be reconciled before signing; counsel typically revises the NDAA to conform to the lease or negotiates limited exceptions with the lender.
Who should store the executed copies?
All parties should retain executed originals or certified electronic copies; title companies often keep recorded documents and lenders retain executed originals with the loan file.
Can a tenant refuse to attorn?
A tenant may negotiate terms but a properly executed attornment obligation binds the tenant. Refusal can create breach issues and may jeopardize nondisturbance protections.
When to consult counsel?
Consult counsel when subordination, cure rights, or foreclosure remedies are unclear, or when complicated entity or title issues exist that could affect priorities.

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