Can the agreement be signed electronically?

Yes. Electronic signatures are generally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, provided the parties demonstrate intent, consent to transact electronically, signature attribution, and reliable record retention.

Is notarization required for deeds or the purchase agreement?

Notarization is usually required for deeds to be recorded; requirements for the purchase agreement itself vary by state. Confirm recording office and local notary rules, and use remote online notarization where permitted.

Who can sign for an entity buyer or seller?

An authorized officer or agent with documented authority should sign. Attach corporate resolutions, officer certificates, or a valid power of attorney to evidence authority before closing.

How do financing contingencies affect closing?

Financing contingencies set deadlines for loan commitment. If financing is not obtained by the stated deadline, the buyer may terminate per contract terms or negotiate extensions; consequences depend on the agreement's remedies.

How long must transaction records be kept?

Retain executed agreements for at least three years after filing for tax purposes (IRC §6501(a)), and longer where state law, lender, or industry rules require extended retention.

How can a signed agreement be revoked or canceled?

Revocation depends on contract terms and applicable law. Common methods include mutual written agreement, termination under a contingency, or court order. Consult counsel to confirm rights and procedural requirements.

Electronic Signature
Templates
Real estate
Commercial Real Estate Purchase Agreement

Commercial Real Estate Purchase Agreement

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What a Commercial Real Estate Purchase Agreement Is

A Commercial Real Estate Purchase Agreement is a legally binding contract that sets the terms for the sale and purchase of non-residential property. It identifies buyer and seller, describes the property and legal description, states the purchase price and payment terms, and allocates key obligations such as inspections, environmental review, financing contingencies, title obligations, escrow and closing procedures. The agreement typically includes representations, warranties, indemnities, risk-of-loss allocation, and remedies for default. Parties may execute the agreement electronically where permitted by law, subject to applicable notarization or recording requirements.

Why this Agreement Matters for Commercial Transactions

The Commercial Real Estate Purchase Agreement documents essential deal terms, sets allocation of risk, establishes due diligence and financing timelines, and creates enforceable remedies. Clear written terms reduce ambiguity, support lender underwriting, and streamline closing by defining escrow, title review, and responsibility for closing costs.

Who typically prepares and signs this agreement

Primary participants include the buyer, the seller, and any lender or investor parties involved in financing the purchase.

Buyers and their counsel — negotiate price, contingencies, and financing conditions.
Sellers and listing brokers — confirm property disclosures, title condition, and closing logistics.
Lenders, title companies, and escrow agents — review for underwriting, title exceptions, and escrow instructions.

Other stakeholders may include property managers, environmental consultants, and guarantors who execute ancillary documents tied to the purchase agreement.

Core elements to include in a professional agreement

A robust Commercial Real Estate Purchase Agreement combines clear identification, financial terms, contingencies, transfer mechanics, and post-closing obligations to reduce disputes and facilitate closing.

Parties

Full legal names and entity types for buyer(s), seller(s), guarantors, and any related legal entities to ensure enforceability and correct title transfer.

Property Description

Complete street address and recorded legal description, including parcel number and exhibits for boundaries, easements, and included fixtures or exclusions.

Purchase Price

Total consideration, allocation of deposits and earnest money, financing assumptions, and payment schedule including any seller carry or escrow holdbacks.

Financing Contingency

Deadlines for loan commitment, acceptable financing terms, and remedies if financing is not secured within the agreed period.

Due Diligence

Inspection and review periods for environmental, zoning, survey, and lease documents, with clear termination or cure rights tied to findings.

Closing & Recording

Escrow instructions, prorations, title insurance obligations, required deliverables, closing date, and recording procedures for deed and mortgage.

Step-by-step: completing the purchase agreement

Follow a consistent sequence from drafting through closing to avoid missed deadlines and conflicting instructions.

01

Drafting: Prepare initial draft with basic terms and exhibits.
02

Negotiation: Exchange markups and finalize contingencies and dates.
03

Escrow & Deposit: Deliver earnest money to escrow per agreement instructions.
04

Closing: Satisfy conditions, execute and record documents.

Configuring an online signing workflow

When completing digitally, configure authentication, conditional fields, and template reuse to match the transaction complexity.

Field	Configuration
Authentication Method	Email link plus optional SMS code
Conditional Fields	Show financing clauses only if financing selected
Template Reuse	Save finalized form as a reusable template
Notifications	Set reminders and escalation rules

Technical and platform requirements for e-signing

Digital completion requires a platform that supports legal e-signatures, secure storage, and the document formats used by title and escrow parties.

File Formats: PDF and DOCX supported
Authentication: Email, SMS code, or stronger methods
Integrations: CRM, cloud storage, and escrow systems

Ensure the chosen platform provides an audit trail, retention export, and any notarization or remote notarization support required by the recording jurisdiction.

Where to send the signed agreement and next steps

After execution, distribute copies to escrow, lender, and title, and deliver any exhibits or certificates required for closing.

Escrow / Title: Send executed agreement and deposit instructions
Lender Delivery: Provide executed documents for underwriting
Recording Office: Submit deed and related instruments for recording
Distribution: Circulate final signed package to all parties

Common dates and deadlines to track in the agreement

Explicit deadlines govern deposits, due diligence, financing, inspection, and closing; track each in calendar systems and escrow instructions.

Deposit Deadline:

Date by which earnest money must be paid to escrow

Due Diligence Expiration:

Last day to complete inspections and terminate

Financing Commitment:

Deadline for lender loan commitment issuance

Inspection Completion:

Final date for property inspections and reports

Closing Date:

Scheduled date for execution, funding, and recording

Key transaction milestones from offer to recorded deed

Track milestones in sequence from offer acceptance through recording to ensure all contingencies are timely resolved.

01

Offer Submitted

Buyer delivers signed offer and earnest money to seller or broker

02

Due Diligence Period

Buyer completes inspections, title review, and environmental assessments

03

Financing and Conditions

Buyer obtains loan commitment and clears any lender conditions

04

Closing and Recording

Funds are transferred, deed recorded, and possession conveyed

Security and compliance controls to look for

Encryption in Transit: TLS 1.2/1.3 enforced

Encryption at Rest: AES-256 data encryption

Certifications: SOC 2 Type II and ISO 27001

HIPAA Support: BAA available where required

E-Signature Law: ESIGN and UETA compliant

Audit Trail: Timestamped actions and IP addresses

Penalties and legal risks for incorrect or incomplete agreements

Deposit Forfeiture: Buyer may lose earnest money

Specific Performance: Court-ordered completion remedy

Breach Damages: Monetary liability for nonperformance

Financing Failure: Transaction termination and costs

Title Defects: Clouded title and indemnity claims

Recording Errors: Delay in ownership vesting

Common mistakes to avoid when preparing the agreement

Using an incomplete legal description or relying only on a street address delays recording and can create ambiguity about boundaries and easements.
Failing to name the correct legal entity or using inconsistent entity names may prevent proper transfer of title and trigger administrative re-documentation.
Omitting or poorly drafting contingencies for finance, environmental review, or tenant estoppels can leave parties without clear remedies or termination rights.
Not attaching required exhibits such as surveys, leases, or seller disclosures results in later disputes and potential reformation costs.

Practical tips for accurate and efficient completion

Adopt standardized templates, attach required exhibits, and confirm signatory authority to streamline execution and reduce post-closing corrections.

Use complete legal descriptions and exhibits

Attach the recorded legal description, ALTA survey, and lease abstracts where applicable. Clear exhibits reduce title exceptions and simplify underwriting for lenders, lowering the likelihood of post-closing disputes or curative costs.

Confirm signatory authority for entities

When an entity signs, include corporate resolutions, notarized officer certificates, or power-of-attorney documentation. Verifying authority before execution avoids invalid conveyances and time-consuming re-signing.

Coordinate escrow, title, and lender requirements

Provide escrow and title with the executed agreement, payoff information, and lender conditions early. Early coordination helps prevent last-minute funding delays and recording errors on closing day.

Use secure e-signature with audit trail

Choose an e-sign platform that preserves timestamps, signer attribution, and tamper-evident PDF copies. This reduces execution friction while providing defensible evidence of consent and signature events.

Real-world examples of online execution and closing

Two representative user stories show practical benefits of clear electronic workflows and secure signing for real estate closings.

Martin Properties — Tim Martin, Founder

Martin Properties processed complex purchase agreements online to remove in-person bottlenecks and coordinate remote parties.

The team used secure e-signing to collect signatures across multiple stakeholders quickly.
As a result, they executed and closed deals without physical meetings while maintaining compliance, audit trails, and consistent document retention.

Optica Ventures — Brian Fitzgibbons, COO

Optica Ventures standardized document templates and digital signing across transactions to reduce manual rework and back-and-forth.

They integrated signed packages into their deal file repository for title review.
Standardization lowered administrative time per deal and made coordination with lenders and title companies more efficient during closing.

Comparing eSignature vendor pricing and core capabilities

A concise vendor comparison for common plan elements and compliance characteristics relevant to commercial real estate transactions.

	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	Free trial available	Free trial available	Free trial available	Free trial available
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions about execution and validity

Answers to common questions about electronic execution, notarization, signature authority, recordkeeping, and cancellation of commercial real estate purchase agreements.

Need help? Contact support

Can the agreement be signed electronically?
Yes. Electronic signatures are generally binding under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, provided the parties demonstrate intent, consent to transact electronically, signature attribution, and reliable record retention.
Is notarization required for deeds or the purchase agreement?
Notarization is usually required for deeds to be recorded; requirements for the purchase agreement itself vary by state. Confirm recording office and local notary rules, and use remote online notarization where permitted.
Who can sign for an entity buyer or seller?
An authorized officer or agent with documented authority should sign. Attach corporate resolutions, officer certificates, or a valid power of attorney to evidence authority before closing.
How do financing contingencies affect closing?
Financing contingencies set deadlines for loan commitment. If financing is not obtained by the stated deadline, the buyer may terminate per contract terms or negotiate extensions; consequences depend on the agreement's remedies.
How long must transaction records be kept?
Retain executed agreements for at least three years after filing for tax purposes (IRC §6501(a)), and longer where state law, lender, or industry rules require extended retention.
How can a signed agreement be revoked or canceled?
Revocation depends on contract terms and applicable law. Common methods include mutual written agreement, termination under a contingency, or court order. Consult counsel to confirm rights and procedural requirements.

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