Is an e-signed Agreement to Sell legally binding?

Yes, when the signature meets the ESIGN Act and UETA tests for intent, consent, attribution, and retention (15 U.S.C. §7001; UETA 1999). Certain exceptions like wills and some court filings remain excluded.

Do I need a notary or witnesses?

It depends on the asset and state law—real estate deeds and some powers of attorney commonly require notarization and in some states witnesses; check state recording rules before execution.

Can I revoke an Agreement to Sell after signing?

Revocation depends on contract terms and applicable law; some consumer transactions include statutory rescission rights, while negotiated commercial sales generally follow contractual termination provisions.

What if a signer’s name is entered incorrectly?

A name mismatch can block title transfer or tax reporting. Correct via an amendment or re-execution showing matching legal names and attach identity documentation.

Which supporting documents should accompany the agreement?

Attach exhibits such as asset schedules, title reports, bills of sale, escrow instructions, and proof of authority for signers to reduce post-closing disputes.

How long before I should record or file the transfer?

Record or file promptly at closing to protect title and priority; for real property, recording immediately after closing prevents competing claims under state recording acts.

Electronic Signature
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Agreement to Sell

Agreement to Sell

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Agreement to Manufacture, Sell and Install Machinery

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Buyer, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Seller.

1. Manufacture; Sale; and Description

Seller agrees to manufacture and sell to Buyer the machinery described in Exhibit A attached hereto and made a part hereof, hereinafter referred to as the Machinery.

2. Price

The sales price of the Machinery shall be $.

3. Payment

Buyer agrees to pay for the Machinery as follows:

A. % of the sales price down within days after execution of this Agreement;

B. % of the sales price down within days after Seller notifies Buyer of opportunity to inspect and Seller's intent to make delivery at expiration of days from notice; and

C. The remainder of the sales price upon delivery, installation, and readiness for commercial operations upon Buyer's designated premises. If Seller should regard its prospect of receiving the last payment insecure, it may demand payment prior to delivery.

4. Delivery Schedule

Seller shall commence to manufacture within weeks following receipt of Buyer's initial deposit. Subject to the provisions of Section 6, Seller will complete such manufacturing and make the Machinery available for inspection at Seller's plant not later than . If Buyer's inspection discloses defects or adjustments, Seller shall have a reasonable time to correct such defects and make such adjustments as are necessary. Buyer shall then have an opportunity to make a final pre-shipment inspection. Seller shall within days of inspection cause the Machinery to be appropriately packaged and shipped to , or to such other destination specified by Buyer. Seller shall pay all expenses of packaging and preparations for shipment and Buyer shall pay all costs of shipment, including insurance on both Seller's and Buyer's respective interests.

5. Installation

Within business days after receipt of notice of arrival at Buyer's destination, Seller shall cause such Machinery to be assembled and installed at Buyer's plant. Seller will furnish one master mechanic for such purpose and pay his or her wages, and Buyer shall pay all other costs of assembly and installation, including the master mechanic's reasonable travel to and living expenses while at Buyer's plant, and the cost of any other laborers or workers needed by the master mechanic for assistance in such assembly and installation.

6. Excuse for Nonperformance

Seller's obligations under this Agreement are accepted subject to strikes, labor troubles (including strikes or labor troubles affecting any suppliers of Seller), floods, fires, acts of God, accidents, delays, shortage of cars, contingencies of transportation, and other causes of like or different character beyond the control of Seller. Impossibility of performance by reason of any legislative, executive, or judicial act of any governmental authority shall also excuse performance of or a delay in performance of this Agreement.

7. Warranties and Limitations

A. Seller warrants that the Machinery shall be delivered free of the rightful claim of any third person by way of patent infringement, and if Buyer receives notice of any claim of such infringement, it shall, within days, notify Seller of such claim. If Buyer fails to forward such notice to Seller, it shall be deemed to have released Seller from this warranty as to such claim.

B. THERE ARE NO WARRANTIES OF MERCHANTABILITY AND NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT. Seller shall replace without charge any part that proves defective in material or workmanship within the first hours of operation or a period of years from date of delivery to Buyer, whichever occurs first.

8. Inspection of Machinery by Seller

Buyer agrees to permit Seller, its agents or employees or any independent experts or their agents or employees to inspect such Machinery and observe its performance at reasonable times and after reasonable notice. Buyer further agrees to permit Seller, its agents or employees and its independent manufacturer's agents to show such machines while in operation to persons who are prospective purchasers of comparable Machinery and notwithstanding that such prospective purchasers are competitors or potential competitors of Buyer.

9. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

10. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

11. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

12. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

13. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

14. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

15. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

16. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

17. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

18.

In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

By:

What an Agreement to Sell Is and when it’s used

An Agreement to Sell is a written contract in which a seller commits to transfer ownership of specified goods, property, or business interests to a buyer on agreed terms. In the United States the document records parties, price or consideration, key conditions, delivery or closing terms, and any contingencies that affect transfer. It can be used for real estate, business asset sales, vehicle transfers, or high-value goods. Properly completed, signed, and retained, it creates enforceable obligations and provides evidence for tax reporting and title transfer.

Why a clear Agreement to Sell matters

A well-drafted Agreement to Sell clarifies obligations, reduces dispute risk, and documents consideration and transfer timing. It supports legal enforceability under ESIGN and UETA when electronically executed, and it helps meet tax and recordkeeping obligations.

Who typically prepares or signs an Agreement to Sell

The Agreement to Sell is used by sellers, buyers, and their representatives in commercial and consumer transactions.

Individual sellers and buyers completing private sales of vehicles, equipment, or personal property.
Business owners and corporate officers transferring assets in mergers, buy-sell, or asset sale transactions.
Real estate brokers, title companies, and attorneys preparing property sale terms and closing conditions.

Parties often rely on counsel or licensed professionals for complex terms, contingencies, tax treatment, and closing logistics.

Roles that sign or manage the Agreement to Sell

Seller (Individual)

A private seller signs to transfer ownership and must provide accurate identity, description of item, and clear authority to sell; incorrect details can invalidate transfer or create tax exposure.

Seller (Authorized Rep)

An authorized corporate officer, manager, or agent signs on behalf of a business entity and should attach evidence of signing authority such as corporate resolution or power of attorney.

Core components to include in a professional Agreement to Sell

A complete Agreement to Sell contains precise identification of parties and asset, clear description of consideration, delivery/closing terms, representations and warranties, conditions precedent, and dispute resolution or governing law clauses.

Parties

Full legal names and entity types for buyer and seller, plus contact and mailing addresses to enable legal service and tax reporting.

Asset Description

Detailed description (VIN, legal description, asset lists, inventory schedules or exhibits) sufficient to identify what is being transferred.

Consideration

Exact dollar amount or exchange terms, payment schedule, escrow instructions, and any holdbacks or earn-outs described clearly.

Closing & Delivery

Date, place, conditions to closing, transfer mechanics, and who bears costs (taxes, recording, shipping, insurance) at each stage.

Representations

Seller’s warranties on title, liens, condition, authority to sell, and buyer’s purchase acceptance criteria and inspection rights.

Governing Law

Choice of state law and venue for disputes; this affects interpretation and enforcement and is typically the state where the property or business operates.

Step-by-step: completing an Agreement to Sell

Follow these core steps to prepare and finalize the agreement reliably.

01

Prepare draft: Assemble parties, asset description, price, and exhibits for review.
02

Review terms: Confirm contingencies, closing conditions, and tax allocation with counsel or accountant.
03

Collect signatures: Obtain signatures from all required parties; include witness or notary if required.
04

Deliver and retain: Provide executed copies to parties and retain originals per retention rules.

Typical electronic signing flow for an Agreement to Sell

Online signing speeds execution and captures a verifiable audit trail; the following stages reflect a common workflow.

Upload and tag: Uploader places signature, date, and initial fields where required.
Invite signers: Sender adds signer emails or generates a secure signing link.
Authenticate signer: Signers authenticate via email, SMS code, or stronger methods when required.
Complete and archive: System timestamps, stores the signed file, and issues a certificate of completion.

How to configure an online Agreement to Sell workflow

Key settings reduce friction and protect enforceability when completing the document online.

Field	Configuration
Signature Type	Electronic signature with audit trail and optional certificate
Authentication	Email verification, SMS code, or KBA for high-value transactions
Signing Order	Sequential or parallel signing depending on conditions
Reminders	Automated reminders and expiration settings for open invites

Technical and integration considerations for eSigning

Choose a platform that supports the file formats, integrations, and compliance controls your transaction requires.

File formats: PDF, DOCX, and searchable PDFs supported
Integrations: Connectors for CRM, ERP, and cloud storage are useful
Authentication: Support SMS, KBA, SSO, and stronger options when needed

Ensure your chosen platform supports audit trails, secure storage, SOC 2/ISO compliance, and any industry-specific controls required for the Agreement to Sell.

Common timelines and deadlines related to an Agreement to Sell

Track key dates for execution, closing, tax reporting, and retention to stay compliant and avoid late penalties.

Execution and Effective Date:

Document effective when signed by required parties or on the stated effective date.

Closing Date:

Set a firm closing date and any cure periods for contingencies.

Tax reporting deadlines:

Report sales or issued 1099s as required; check IRS reporting rules for sale type.

Notarization window:

Complete notary steps before filing or recording requirements at closing.

Retention start:

Retention typically begins at execution or final closing, depending on document type.

Common mistakes to avoid when preparing an Agreement to Sell

Using vague asset descriptions that fail to identify VINs, parcel legal descriptions, or itemized lists, causing title disputes and ambiguity.
Failing to confirm signer authority for entities, leading to claims that the signer lacked capacity to transfer assets or bind the company.
Omitting payment or escrow instructions and timing, creating disputes over when title and risk pass to the buyer.
Skipping required disclosures or regulatory notices (tax, environmental, consumer) that may lead to penalties or rescission rights.

Penalties and legal risks of an incorrect or incomplete Agreement to Sell

Tax Exposure: Late or incorrect reporting can trigger IRS penalties and back taxes.

Title Defect: Undisclosed liens may survive transfer and create liability.

Contract Rescission: Material errors can permit buyer to rescind the sale.

Fraud Allegations: Misrepresentations on condition or ownership can lead to civil claims.

I-9 Noncompliance: If hiring is involved, improper verification triggers fines.

Notary Violations: Improper notarization may invalidate recording or conveyance.

Sample vendor pricing and capability snapshot for Agreement to Sell workflows

Compare basic starting prices and essential capabilities; signNow is listed first per vendor ordering rules.

	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	30-day trial	30-day trial	14-day trial	30-day trial
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about Agreement to Sell preparation and eSigning

Answers to frequent questions on legality, notarization, revocation, and handling common signing errors.

Need help? Contact support

Is an e-signed Agreement to Sell legally binding?
Yes, when the signature meets the ESIGN Act and UETA tests for intent, consent, attribution, and retention (15 U.S.C. §7001; UETA 1999). Certain exceptions like wills and some court filings remain excluded.
Do I need a notary or witnesses?
It depends on the asset and state law—real estate deeds and some powers of attorney commonly require notarization and in some states witnesses; check state recording rules before execution.
Can I revoke an Agreement to Sell after signing?
Revocation depends on contract terms and applicable law; some consumer transactions include statutory rescission rights, while negotiated commercial sales generally follow contractual termination provisions.
What if a signer’s name is entered incorrectly?
A name mismatch can block title transfer or tax reporting. Correct via an amendment or re-execution showing matching legal names and attach identity documentation.
Which supporting documents should accompany the agreement?
Attach exhibits such as asset schedules, title reports, bills of sale, escrow instructions, and proof of authority for signers to reduce post-closing disputes.
How long before I should record or file the transfer?
Record or file promptly at closing to protect title and priority; for real property, recording immediately after closing prevents competing claims under state recording acts.

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