Can the agreement be signed electronically?

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

Is notarization required for the deed?

Notarization of notarized acknowledgements is typically required by county recorders for deeds; requirements for witnesses vary by state and by deed type.

What happens if a signature is incorrect?

Incorrect or unauthorized signatures can invalidate the deed or delay recording; parties commonly re-execute amended documents or obtain ratifying affidavits to cure defects.

How should exhibits be attached?

Attach exhibits as labeled schedules or exhibits referenced in the body. Ensure each exhibit file is included in the executed package delivered to escrow and title.

Can contingencies be extended electronically?

Yes, extensions and waivers may be executed electronically if the platform captures intent and retention; include clear amendment language in the agreement to record changes.

How long should I keep closing records?

Retain executed agreements and supporting evidence for at least 3 years for IRS purposes and longer if title, environmental, or contractual exposure exists; HIPAA or SEC rules may demand longer retention.

Electronic Signature
Templates
Real estate
Commercial Real Estate Purchase Agreement

Commercial Real Estate Purchase Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

COMMERCIAL REAL ESTATE PURCHASE AGREEMENT

Parties and Date

Date of Agreement:

Seller (Transferor) Seller Address for Notices Buyer (Transferee) Buyer Address for Notices

Property Identification

Street Address Parcel / APN Number Legal Description

Purchase Price and Payment

Purchase Price: $

Earnest Money Deposit Deposit to Escrow Holder

Financing Contingency

Buyer contingency for loan approval in the principal amount of $ to be obtained by . If Buyer fails to obtain financing by the foregoing date, Buyer may terminate this Agreement as provided herein.

Financing Terms (rate, term, amortization)

Inspections, Due Diligence and Environmental Matters

Buyer shall have an inspection and due diligence period of days from receipt of executed Agreement to investigate physical, environmental, zoning and financial conditions. Buyer may terminate within that period by written notice to Seller and obtain return of Earnest Money.

Environmental Disclosures (select applicable)

Phase I environmental report delivered

Seller discloses known contamination

Buyer may, at Buyer’s sole cost, obtain further testing and remediation estimates during the due diligence period. If material environmental defects are discovered, Buyer may terminate or negotiate remediation, as provided in this Agreement.

Title, Survey and Assurances

Seller shall deliver marketable title by grant deed with covenants customary for commercial transactions, subject only to exceptions approved by Buyer. Buyer shall have the right to obtain a current title commitment and survey at Buyer’s expense. Title objections must be delivered to Seller not later than .

Title insurance: Required

Closing and Possession

Closing shall occur on at the offices of the Escrow Holder or at another agreed location. Possession shall be delivered to Buyer on , subject to tenant rights and existing leases.

Prorations, Taxes and Closing Costs

Real estate taxes, rents, utilities and other customary items shall be prorated as of the Closing Date. Buyer shall pay for recording fees and lender fees; Seller shall pay for documentary transfer taxes and Seller’s attorney fees, unless otherwise agreed in writing.

Special Allocation or Adjustments

Representations and Warranties

Seller represents and warrants that Seller is the sole owner of the Property, has authority to transfer the Property, and that there are no material defaults under any lease or loan not disclosed in writing. Buyer represents that Buyer has authority to enter into this Agreement and has funded the necessary deposits.

Default; Remedies; Limitation of Damages

If Buyer defaults, Seller may retain Earnest Money as liquidated damages or pursue specific performance or damages. If Seller defaults, Buyer may elect specific performance or terminate and recover Earnest Money and actual damages. Neither party shall be liable for consequential damages except for willful misconduct.

Notices

All notices shall be in writing and delivered to the addresses set forth in this Agreement by hand, certified mail, or overnight courier, and shall be effective upon receipt.

Seller Notice Address Buyer Notice Address

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties and supersedes prior negotiations and agreements. No amendment shall be effective unless in writing and signed by both parties. If any provision is held invalid, the remainder shall remain in effect. The parties agree that this Agreement shall be governed by the laws of the state where the Property is located.

Governing Law State

Special Conditions and Exhibits

Disclosures

Lead-based paint: Yes No

Flood zone: Yes No

Prior material damage or repairs: Yes No

Additional Disclosures

Execution

The undersigned parties certify that they have full power and authority to execute this Agreement, and that the information and representations contained herein are true and correct to the best of their knowledge.

Seller:

By:

Date:

Buyer:

By:

Date:

What a Commercial Real Estate Purchase Agreement Covers

A Commercial Real Estate Purchase Agreement is a legally binding contract that sets the terms for the sale and transfer of income-producing property, commercial land, or mixed-use buildings between a buyer and a seller. It defines price and payment terms, earnest money deposits, closing date, contingencies (inspection, financing, environmental review), representations and warranties, allocation of closing costs, and post-closing obligations such as prorations and title delivery. Parties commonly attach exhibits for legal descriptions, surveys, financing commitments, and environmental reports to make the agreement complete and enforceable.

Why this Agreement Matters for Commercial Transactions

A clear Purchase Agreement reduces ambiguity, allocates risk, and creates enforceable deadlines for inspection, financing, and closing. It memorializes the parties’ bargaining positions and creates remedies for breaches, including contractual damages, specific performance, or termination rights under state contract law and the ESIGN/UETA framework for electronic records.

Who Typically Prepares and Signs These Agreements

Commercial transactions involve several stakeholders; the Purchase Agreement coordinates obligations across parties.

Buyers and investor groups seeking to acquire income property, often represented by brokers and real estate counsel to negotiate contingencies and financing clauses.
Sellers and their counsel who prepare disclosure schedules, title exceptions, and negotiate price, closing conditions, and indemnities.
Lenders, title companies, and escrow agents who review the contract to confirm encumbrance releases, title insurance conditions, and funding mechanics.

Each signer’s role affects required attachments and approvals, and signatures may need notarization depending on state law and deed recording requirements.

Essential Elements to Include in a Professional Agreement

A thorough Purchase Agreement should combine transactional terms with practical closing mechanics so parties can rely on clear triggers for performance and remedies.

Price & Payment

Purchase price, deposit amount, escrow instructions, payment schedule, and treatment of earnest money including release events and forfeiture terms.

Property Description

Legal description, parcel numbers, included fixtures and equipment, and any excluded items explicitly listed to avoid post-closing disputes.

Contingencies

Inspection, environmental (Phase I/II), zoning/entitlement, and lender financing contingencies with clear cure periods and termination rights.

Title & Survey

Title commitment, permitted exceptions, required curative items, and survey standards together with seller obligations to deliver marketable title.

Closing Mechanics

Closing date, prorations, allocation of closing costs, escrow instructions, and responsibilities for obtaining consents, permits, and certificates.

Representations

Seller and buyer representations and warranties (authority, compliance, environmental), indemnity scope, survival periods, and limitation of remedies.

Step-by-Step: Completing the Purchase Agreement

Follow a sequential approach: identify parties and property, set terms, confirm contingencies, attach exhibits, and finalize signatures with required authentication.

01

1. Identify Parties: Confirm legal entity names and authorized signers before drafting the agreement.
02

2. Set Major Terms: Agree price, deposit, closing date, and financing contingency timeline.
03

3. Attach Exhibits: Include title commitment, survey, environmental reports, and leases as applicable.
04

4. Execute and Deliver: Obtain signatures, notarizations if required, and deliver to escrow or title company for closing.

How to Configure an Online Completion Workflow

Create a reproducible workflow to collect signatures, track contingencies, and route documents to escrow, lender, and title counsel.

Field	Configuration
Upload Document	Import final agreement PDF or DOCX with attached exhibits.
Place Signatures	Add signature, initial, and date fields for each party in signing order.
Set Authentication	Require email and SMS code or stronger ID verification for lender or escrow participants.
Routing & Copies	Auto-send signed copies to buyer, seller, lender, and title with audit trail attached.

Where to Send the Completed Agreement and Closing Documents

Signed agreements generally flow to escrow or title companies, lenders, and the parties’ counsel according to the contract’s delivery instructions.

Escrow / Title: Primary recipient for closing funds, title cure, and deed recording submissions.
Lender: Receives executed closing documents, payoff instructions, and mortgage note for funding.
Buyer / Seller Counsel: Receive copies for final review, lien clearance, and post-closing obligations.
County Recorder: Deed and mortgage recorded at county recorder’s office per local recording rules.

Digital Signing and eSubmission Requirements

Choose a platform that supports secure e-signatures, audit trails, and document retention compatible with lender and title requirements.

File Formats: PDF and Word DOCX accepted for uploads and signed outputs.
Authentication: Email link, SMS code, or advanced signer authentication for higher-risk participants.
Integrations: Connectors to title, CRM, and cloud storage simplify routing and retention.

Verify that the platform you select supports ESIGN/UETA compliance, provides tamper-evident signed PDFs, and can produce an audit trail for recording or lender review.

Common Timeframes and Deadlines to Track

The agreement should state clear deadlines for contingencies, financing commitment, title objections, and closing to avoid disputes and preserve remedies.

Inspection Period:

Typically 10–30 days to complete physical and environmental inspections.

Financing Contingency:

Buyer deadline to secure lender commitment; often 30–45 days.

Title Objection:

Seller cure period and buyer’s review window, commonly 7–14 days.

Closing Date:

Agreed date when funds transfer and deed recordation occur.

Post-Closing Deliverables:

Time for final prorations, estoppel certificates, or bill of sale deliveries.

Common Mistakes to Avoid When Preparing the Agreement

Using informal or abbreviated legal descriptions rather than the recorded metes-and-bounds or plat reference can prevent recording and delay closing.
Failing to attach or reference required exhibits (title commitment, survey, environmental reports) leaves open disputes about condition and encumbrances.
Omitting precise escrow or closing instructions for earnest money and prorations often triggers disagreement and litigation over deposits.
Not confirming authorized signers and corporate resolutions for entities causes invalid signatures and lender underwriting delays.

Key Risks and Potential Consequences of Errors

Title Rejection: Delayed funding or refusal to insure.

Closing Delay: Missed closing date and potential damages.

Deposit Forfeiture: Buyer may lose earnest money on breach.

Financing Failure: Contract termination or renegotiation required.

Recording Rejection: Invalid deed; re-execution required.

Regulatory Fines: Environmental violations can trigger penalties.

eSignature Vendor Pricing Snapshot for Closing Workflows

Compare basic pricing and capabilities relevant to closing commercial transactions; signNow appears first for reference in cost and feature comparisons.

	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	No	Limited trial	Limited trial
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions and Practical Answers

Answers to common questions about execution, notarization, electronic signatures, and post-closing delivery for Commercial Real Estate Purchase Agreements.

Need help? Contact support

Can the agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and retention are satisfied.
Is notarization required for the deed?
Notarization of notarized acknowledgements is typically required by county recorders for deeds; requirements for witnesses vary by state and by deed type.
What happens if a signature is incorrect?
Incorrect or unauthorized signatures can invalidate the deed or delay recording; parties commonly re-execute amended documents or obtain ratifying affidavits to cure defects.
How should exhibits be attached?
Attach exhibits as labeled schedules or exhibits referenced in the body. Ensure each exhibit file is included in the executed package delivered to escrow and title.
Can contingencies be extended electronically?
Yes, extensions and waivers may be executed electronically if the platform captures intent and retention; include clear amendment language in the agreement to record changes.
How long should I keep closing records?
Retain executed agreements and supporting evidence for at least 3 years for IRS purposes and longer if title, environmental, or contractual exposure exists; HIPAA or SEC rules may demand longer retention.

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