Establishing secure connection…Loading editor…Preparing document…

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 & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT

This has been prepared for submission to your attorney for review and approval prior to signing. No representation is made by licensee as to its sufficiency or tax consequences.

Reference Date:

Buyer: agrees to buy and Seller: agrees to sell, on the following terms, the commercial real estate and all improvements thereon (collectively, the “Property”) commonly known as in the City of , County, Washington, legally described on attached Exhibit A.

1. PURCHASE PRICE. The purchase price is Dollars ($) payable as follows:

□ All cash at closing with no financing contingency.

□ All cash at closing contingent on new financing in accordance with the Financing Addendum.

□ $ OR % of the purchase price in cash at closing, with the balance paid as follows: □ Buyer's assumption of outstanding principal balance; □ Buyer's delivery of promissory note secured by deed of trust.

□ Other:

2. EARNEST MONEY. The earnest money in the amount of $ shall be in the form of □ Cash □ Personal check □ Promissory note □ Other:

The earnest money shall be held by □ Selling Firm □ Closing Agent.

Buyer shall deliver the earnest money no later than: □ days after Mutual Acceptance. □ On the last day of the Feasibility Period. □ Other:

3. EXHIBITS AND ADDENDA.

□ Exhibit A - Legal Description

□ Earnest Money Promissory Note, CBA Form EMN

□ Promissory Note, LPB Form No. 28A/

□ Short Form Deed of Trust, LPB Form No. 20

□ Deed of Trust Rider, CBA Form DTR

□ Utility Charges Addendum, CBA Form UA

□ FIRPTA Certification, CBA Form 22E

□ Assignment and Assumption, CBA Form PS-AS

□ Addendum/Amendment, CBA Form PSA

□ Back-Up Addendum, CBA Form BU-A

□ Vacant Land Addendum, CBA Form VLA

□ Financing Addendum, CBA Form PS_FIN

□ Tenant Estoppel Certificate, CBA Form PS_TEC

□ Defeasance Addendum, CBA Form PS_D

□ Other

4. SELLER’S UNDERLYING FINANCING.

5. FEASIBILITY CONTINGENCY. Buyer’s obligations are conditioned upon Buyer’s satisfaction in Buyer’s sole discretion concerning all aspects of the Property.

Buyer shall give written notice to Seller within days of Mutual Acceptance.

a. Books, Records, Leases, Agreements. Seller shall make available for inspection within days.

b. Access.

c. Seller disclosure statement waiver / environmental disclosure.

6. TITLE INSURANCE.

a. Title Report. Coverage: □ standard □ extended. Title company:

b. Permitted Exceptions.

7. CLOSING OF SALE. Closing date: Closing Agent:

8. CLOSING COSTS AND PRORATIONS.

a. Unpaid Utility Charges. Buyer and Seller □ WAIVE □ DO NOT WAIVE the right to have Closing Agent disburse funds for unpaid utility charges.

9. POST-CLOSING ADJUSTMENTS, COLLECTIONS, AND PAYMENTS.

10. OPERATIONS PRIOR TO CLOSING.

11. POSSESSION. Buyer shall be entitled to possession □ on closing □

12. SELLER'S REPRESENTATIONS.

13. AS-IS. Property conveyed “AS IS” except as otherwise stated in this Agreement.

14. PERSONAL PROPERTY.

a. Tangible personal property: □ None □ Included property described as . Value: $

b. Intangible property description:

15. CONDEMNATION AND CASUALTY.

16. FIRPTA - TAX WITHHOLDING AT CLOSING.

17. CONVEYANCE.

18. NOTICES AND COMPUTATION OF TIME.

19. AGENCY DISCLOSURE.

Selling Broker:

Represented:

Listing Broker:

Represented:

20. ASSIGNMENT. Buyer □ may □ may not assign this Agreement without Seller’s prior written consent.

21. DEFAULT AND ATTORNEY'S FEE.

a. Buyer's default: □ liquidated damages remedy □ other remedy selected.

b. Seller's default: □ Buyer’s sole remedy □ other remedy selected.

Other/default notes:

22. MISCELLANEOUS PROVISIONS.

a. Complete Agreement.

b. Counterpart Signatures.

c. Electronic Delivery.

d. Section 1031 Like-Kind Exchange.

23. ACCEPTANCE; COUNTEROFFERS. Seller has until to accept.

24. INFORMATION TRANSFER.

25. CONFIDENTIALITY.

26. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT.

27. LISTING BROKER AND SELLING BROKER DISCLOSURE.

28. IDENTIFICATION OF THE PARTIES.

Buyer

Contact:

Address:

Business Phone:

Mobile Phone:

Fax:

Email:

Seller

Contact:

Address:

Business Phone:

Mobile Phone:

Fax:

Email:

Selling Firm

Name:

Assumed Name:

Selling Broker:

Address:

Business Phone:

Mobile Phone:

Email:

Fax:

MLS Office No.:

Listing Firm

Name:

Assumed Name:

Listing Broker:

Address:

Business Phone:

Mobile Phone:

Email:

Fax:

MLS Office No.:

Licensed Office of the Selling Broker

Address:

Business Phone:

Email:

Fax:

CBA Office No.:

Licensed Office of the Listing Broker

Address:

Business Phone:

Email:

Fax:

CBA Office No.:

Courtesy Copy of Notices to Buyer

Name:

Address:

Business Phone:

Mobile Phone:

Fax:

Email:

Courtesy Copy of Notices to Seller

Name:

Address:

Business Phone:

Mobile Phone:

Fax:

Email:

IN WITNESS WHEREOF, the parties have signed this Agreement intending to be bound.

Buyer

Buyer

Date signed

Buyer

Buyer

Date signed

Seller

Seller

Date signed

Seller

Seller

Date signed

EXHIBIT A

Legal Description:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

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.

Why this Agreement Matters for Commercial Transactions

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

Explore Templates

Notice of Intent to Enter Premises Iowa Agreement Form Abandoned Property Notice of Abandoned Personal Property Cosigner Agreement Missouri Memorandum and Notice of Lease Agreement
be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.