# Marketing Confidentiality and Buyer Process Research

## Purpose

- Supports `knowledge/marketing-confidentiality-and-buyer-process.md`
- Intended to create reusable guidance for controlled buyer outreach, OM distribution, confidentiality, buyer vetting, data-room access, and tours

## U.S.-Only Assumptions

- Focus is seller-side U.S. investment sales marketing
- Buyer process is broker-controlled on behalf of the seller
- Confidentiality and registration are part of the commercial marketing process

## Source Table

| Source | Publisher | URL | Publish Date | Access Date | Source Type | Notes |
|--------|-----------|-----|--------------|-------------|-------------|-------|
| Confidential Brokerage Agreement | Spectrum CRE | https://spectrumcre.com/confidential-brokerage-agreement-27433/ | n.d. | 2026-04-22 | Quasi-primary brokerage process doc | Confidential distribution controls |
| Confidentiality Agreement - 3301 Boston Street | MacKenzie Commercial Real Estate | https://www.mackenziecommercial.com/confidentiality-agreement-first-national/ | n.d. | 2026-04-22 | Quasi-primary brokerage process doc | OM delivery and independent verification |
| Industrial Sale Leaseback - Confidentiality and Buyer Registration Agreement | Matthews Real Estate | https://www.matthews.com/industrial-sale-leaseback-confidentiality-and-buyer-registration-agreement | n.d. | 2026-04-22 | Quasi-primary brokerage process doc | Registration and confidentiality process |
| Offering Memorandum | Matthews sample | https://cms.matthews.com/wp-content/uploads/2024/07/559-W-22nd-Street-OM-v2.pdf | 2024-07 | 2026-04-22 | Market-participant material | OM disclaimer format |
| Confidential Offering Memorandum | CommercialMLS sample | https://www.commercialmls.com/Media/PDF/photos/pdf/fs/631915_1.pdf | n.d. | 2026-04-22 | Market-participant material | Confidential OM and no-obligation language |
| Commercial Real Estate Disposition: A Complete Guide | Trinity Real Estate | https://trinityre.com/cre-disposition-management-services/ | n.d. | 2026-04-22 | Practitioner process guide | Data room, buyer qualification, process discipline |
| The Strategic Sale: A Guide to Maximizing Value in Commercial Real Estate Disposition | One West Group | https://theonewestgroup.com/the-strategic-sale-a-guide-to-maximizing-value-in-commercial-real-estate-disposition/ | n.d. | 2026-04-22 | Practitioner process guide | Data room, RFI response, seller process control |
| What Is a Call for Offers in CRE? | PropRise | https://www.proprise.ai/primer/glossary/call-for-offers | n.d. | 2026-04-22 | Practitioner process explainer | CA, OM, data room, offer sequence |
| What Is Best and Final in Commercial Real Estate? | PropRise | https://www.proprise.ai/primer/glossary/best-and-final/ | n.d. | 2026-04-22 | Practitioner process explainer | Buyer seriousness and BAFO context |
| Close Commercial Real Estate Deals Faster | Crexi | https://www.crexi.com/built-for-you/close-deals | n.d. | 2026-04-22 | Market-participant workflow guide | Qualified outreach and controlled process |

## Key Findings

- Marketing process and confidentiality process are inseparable in seller-side investment sales.
- The reusable sequence is:
  - teaser or targeted outreach
  - confidentiality / registration
  - buyer qualification
  - OM release
  - data room access
  - tours
  - Q&A and follow-up
  - offer date
- The knowledge base should reinforce that not every interested party should receive the same level of information at the same time.

## Benchmark and Process Decisions

- The knowledge base should include:
  - teaser-first vs CA-first decision logic
  - qualification factors
  - data-room staging principles
  - tour controls
  - RFI process management
- It should emphasize non-reliance, independent verification, and controlled sharing of sensitive information.

## Conflicting Source Resolution

- Brokerage agreement samples vary in language, but their functional logic is consistent enough to extract a reusable process.
- Market-participant examples are useful for structure and timing, but not as legal templates.
- The knowledge base should stay at the process level and leave final form language to brokerage-approved documents and counsel.

## Edge Cases and Red Flags

- Broad uncontrolled OM distribution with no buyer registration
- Seller wants confidentiality but broker distributes identifying information too early
- Buyer requests sensitive tenant or legal material before basic vetting
- Tours and Q&A occur without a central response log

## Open Questions

- Whether later releases should add confidential / off-market and widely marketed process variants separately
- Whether later packs should include data-room folder standards
- Whether buyer-interview scripts should sit here or in a separate future knowledge base
