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Builder and Seller Agreement

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BUILDER AND SELLER AGREEMENT

This Builder and Seller Agreement ("Agreement") is made as of , , by and between Builder Name: , an entity of type , with principal address at , and Seller Name: , an entity of type , with principal address at .

RECITALS

WHEREAS, Seller is the owner of certain real property and intends to convey the Property described below to Builder subject to the terms of this Agreement; and

WHEREAS, Builder is engaged in the business of developing and constructing residential or commercial improvements and desires to purchase the Property and construct the Improvements described herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the sale, construction, inspection, conveyance and closing related to the Property and Improvements.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Property" means the real property to be conveyed by Seller to Builder, located at: , and further legally described as:

1.2 "Improvements" means the buildings, structures, and site work to be constructed by Builder on the Property in accordance with plans, specifications and permits.

2. PURCHASE AND SALE

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell and Builder agrees to purchase the Property together with all Improvements constructed by Builder pursuant to this Agreement.

2.2 Purchase Price. The total purchase price for the Property and Improvements shall be $ (the "Purchase Price"), payable as set forth in Section 3.

3. PAYMENT; ESCROW; DEPOSITS

3.1 Deposit. Upon execution of this Agreement, Builder shall deposit earnest money in the amount of $ with Escrow Agent: .

3.2 Allocation. The Purchase Price shall be allocated between land, improvements, and personal property in a manner agreed prior to Closing and set forth in the Closing statement.

4. CONSTRUCTION; SCHEDULE; LICENSES

4.1 Scope of Work. Builder shall perform the construction of the Improvements in accordance with the Plans and Specifications attached as Exhibit A, and shall obtain and maintain all required permits, licenses and approvals at Builder's expense.

4.2 Schedule. Builder shall commence construction by , , and shall achieve Substantial Completion by , , subject to excusable delays.

5. INSPECTION; ACCEPTANCE; WARRANTY

5.1 Inspections. Upon Substantial Completion, Seller shall have the right to inspect the Improvements and shall provide a written punch list of items to be corrected within ten (10) business days. Builder shall promptly remedy punch list items at Builder's cost.

5.2 Warranties. Builder warrants that all Improvements shall be new and of good workmanship and material, and Builder shall provide a one-year contractor warranty and any manufacturer warranties applicable to materials. Such warranties shall survive Closing.

6. TITLE; CONVEYANCE; CLOSING

6.1 Title. At Closing, Seller shall convey good and marketable title to the Property free and clear of all liens and encumbrances except those expressly approved in writing by Builder.

6.2 Closing Date. The Closing shall occur on or before , , unless extended by mutual written agreement.

7. INSURANCE; INDEMNITY

7.1 Insurance. During construction Builder shall maintain commercial general liability insurance, builder's risk insurance covering the Improvements, and statutory worker's compensation coverage. Builder shall name Seller as additional insured on policies to the extent its interest requires.

7.2 Indemnity. Builder shall indemnify, defend and hold Seller harmless from and against all claims, liabilities, damages and expenses arising out of Builder's negligent acts or omissions in connection with construction of the Improvements, except to the extent caused by Seller's gross negligence or willful misconduct.

8. LIENS; PAYMENT OF CONTRACTORS

8.1 No Liens. Builder shall promptly pay all contractors, subcontractors and material suppliers and shall keep the Property free of mechanics' liens. If any lien is filed, Builder shall cause its prompt discharge or provide bonding as permitted by applicable law.

9. DEFAULT; REMEDIES

9.1 Default by Builder. If Builder fails to perform material obligations under this Agreement and does not cure within thirty (30) days after written notice, Seller may terminate this Agreement and pursue all remedies available at law or equity, including specific performance or damages.

9.2 Default by Seller. If Seller fails to convey title at Closing as required, Builder may seek specific performance, damages for breach, or other remedies provided by law.

10. TERMINATION

10.1 Termination for Convenience. The parties may terminate this Agreement by mutual written consent. Upon termination, escrowed funds shall be disbursed in accordance with written instructions agreed by the parties or by court order.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail, or nationally recognized overnight courier to the addresses below (or such other address as a party designates in writing):

12. AMENDMENTS; WAIVER; ASSIGNMENT

No amendment or modification of this Agreement shall be binding unless reduced to writing and signed by both parties. The waiver of any breach shall not constitute a waiver of any other breach. Neither party may assign its rights without the prior written consent of the other, except that Builder may assign to a lender as security.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, including any exhibits and schedules referenced herein, constitutes the entire agreement between the parties and supersedes all prior written and oral negotiations, representations, and agreements.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to cure such invalidity.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

15. ADDITIONAL PROVISIONS

Seller:

By:

Date:

Builder:

By:

Date:

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What the Builder and Seller Agreement Is and When It Applies

A Builder and Seller Agreement is a written contract between a property builder (or developer) and a seller or brokerage that sets terms for the sale of one or more residential or commercial units, lots, or finished homes. Typical provisions cover the property legal description, purchase price and deposits, construction warranties, closing procedures, title and escrow arrangements, risk allocation for defects, and remedies for breach. The agreement often coordinates deadlines for inspections, permits, transfers, and final conveyance, and it can be executed electronically consistent with ESIGN and applicable state laws such as UETA or state ESRA provisions.

Why a Clear Agreement Matters for Builders and Sellers

A clear Builder and Seller Agreement reduces ambiguity about obligations, protects against title or lien risks, defines warranty and defect responsibilities, and sets predictable closing steps. Using a documented agreement helps manage risk, allocate costs, and create enforceable timelines for inspections and conveyance.

Why a Clear Agreement Matters for Builders and Sellers

Who Typically Prepares or Signs This Agreement

The Builder and Seller Agreement is used by parties directly involved in a property sale and by professionals who support the closing process.

  • Home builders and developers managing inventory, warranties, and transfer conditions between construction and sale.
  • Sellers, listing brokers, and sales agents who need to document price, deposit, contingencies, and closing obligations.
  • Title companies, escrow officers, and lenders that require clear contract terms for funding, insurance, and recording.

Other stakeholders include subcontractors, municipal permitting authorities, and legal counsel when disputes or statutory notices are likely; the agreement centralizes responsibilities for all parties.

Step-by-Step: How to Complete the Agreement

Follow a consistent sequence to prepare, review, and finalize the Builder and Seller Agreement for reliable closings.

  • 01
    Prepare: Assemble legal description, permits, pricing, and financing contingencies.
  • 02
    Review: Have counsel and title review to confirm warranties, liens, and recording needs.
  • 03
    Sign: Execute by authorized signers; confirm notarization or witness requirements where applicable.
  • 04
    Close: Coordinate escrow funding, deed recording, and distribution of closing statements.

Typical Document Flow from Draft to Recorded Deed

A predictable workflow helps keep milestones aligned and reduces last‑minute issues at closing.

  • Drafting: Seller or builder prepares initial draft with legal descriptions and exhibit attachments.
  • Counteroffers: Negotiated changes are tracked; each revision date matters for contingencies.
  • Execution: Parties sign; include notary or witness steps depending on state rules.
  • Recording: Title or closing agent records deed and related instruments with county recorder.

Digital Workflow Settings to Consider When eSigning

Configure signing tools to match required authentication, order, and retention rules before sending.

Field Configuration
Authentication Email link plus optional SMS code for added signer verification.
Signing Order Set to sequential or parallel depending on escrow and lender requirements.
Notary / Witness Enable RON or request in-person notarization where the state requires it.
Retention Archive signed PDF and audit trail for the contract lifecycle and audits.

Core Clauses to Include in Every Builder and Seller Agreement

A comprehensive agreement clearly allocates responsibilities for construction, payment, closing, and post‑closing obligations.

Parties & Recitals

Identify all contracting entities and their legal capacities, state formation, and any parent or trustee roles to avoid confusion at closing.

Property Description

Attach the recorded legal description or plat and reference any easements, declarations, or restrictive covenants affecting the parcel.

Price & Payment

Specify total sales price, deposit amounts, escrow instructions, financing contingencies, and timing for additional payments or draws.

Warranties

Detail builder warranties on materials and workmanship, start and end dates, and claims procedures for defect remediation and exclusions.

Closing Mechanics

Set the closing date, funding conditions, required documents, prorations, and allocation of closing costs and recording fees.

Remedies & Disputes

Include default remedies, liquidated damages if applicable, and governing law and venue for dispute resolution or arbitration clauses.

Required Information and Key Fields at a Glance

Buyer Name: Full legal name
Seller / Builder Name: Entity or individual name
Legal Description: Lot, block, and county
Purchase Price: Numeric and written
Effective Date: MM/DD/YYYY format
Signatures: Authorized signer lines

Common Preparation Mistakes to Avoid

  • Using a street address instead of the recorded legal description, which can delay recording and create title ambiguities.
  • Failing to confirm authorized signers for corporate parties, leading to invalid execution and potential re-signing requirements.
  • Overlooking required disclosures or municipal permit conditions that may be conditions precedent to closing or occupancy.
  • Skipping explicit lien waiver or subcontractor payment terms, exposing the buyer to mechanics’ liens after closing.

Risks and Consequences of an Incorrect or Incomplete Agreement

Title Defects: May delay closing
Lien Exposure: Buyer could inherit claims
Warranty Disputes: Extended repair costs
Contract Voidability: Signatures or capacity issues
Closing Delays: Funding and escrow hold
Regulatory Fines: Noncompliance penalties

Key Dates and Deadlines to Track in the Agreement

Explicitly record each contract date and contingency deadline to avoid disputes and missed obligations.

Deposit Due Date:

Date when initial escrow funds must be delivered.

Contingency Removal:

Deadlines for inspections, financing, and title objections.

Closing Date:

Date for deed transfer and escrow funding.

Possession Date:

When buyer may occupy the property.

Recording Deadline:

Date by which deed and instruments must be recorded.

Milestone Timeline from Agreement to Recording

Arrange milestones in sequence so each responsible party can meet dependencies ahead of closing.

01

Execution

Agreement signed and initial deposit placed with escrow.

02

Permits and Inspections

Complete required municipal approvals and corrective actions.

03

Pre-Closing Conditions

Satisfy lender and title requirements, remove contingencies.

04

Closing & Recording

Fund escrow, execute deed, and record with county recorder.

Technical and File Requirements for eSigning and eSubmission

Ensure PDFs or Word DOCX files contain stable fields, exhibits, and an unsigned signature block before sending for signature.

  • File Formats: PDF and DOCX supported for field placement and reliable output.
  • Integrations: Works with Salesforce, NetSuite, Microsoft 365, Google Workspace.
  • Authentication: Enable email, SMS, or stronger methods for signer verification.

Retain a final signed PDF with an audit trail that captures timestamps, IP addresses, and signer events for enforceability and recordkeeping.

Typical eSignature Pricing and Feature Comparison for Agreement Workflows

Compare entry-level pricing and common features; signNow is listed first for parity with other widely used providers.

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 (no CC) Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Using a Builder and Seller Agreement

Answers to common execution, notarization, and digital signing questions for practitioners and stakeholders.


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