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Completion Conditions Agreement

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COMPLETION CONDITIONS AGREEMENT

Recitals

WHEREAS, Client Name: (the "Client") has retained Contractor Name: (the "Contractor") to perform the work described herein for the project identified as .

WHEREAS, the parties desire to set forth the specific conditions precedent and related obligations that must be satisfied before the Client will issue final acceptance, release retainage or make final payment for the Work.

WHEREAS, the parties intend for this Agreement to govern the criteria, documentation, and timing for Completion and Final Acceptance of the Work.

Scope of Work

Completion Conditions

The following conditions are conditions precedent to Final Acceptance of the Work. Final Acceptance shall not occur until all applicable checked conditions are satisfied and verified by the Client in accordance with this Agreement.

Final inspection completed and accepted by Client or its authorized representative

Certificate of Completion, Certificate of Substantial Completion or Certificate of Occupancy issued, as applicable

Completion of all punch list items identified in the final inspection

Delivery of as-built drawings, O&M manuals and warranties

Receipt of unconditional lien waivers from Contractor and all subcontractors and suppliers for final payment period

All required permits closed and final approvals from authorities having jurisdiction obtained

Payment of final invoice or establishment of escrow/financial security as required by the parties

Payment Terms

The Client shall make payments to Contractor in accordance with the following terms. Final payment is conditioned on the satisfaction of all applicable Completion Conditions above.

Term and Termination

This Agreement shall be effective as of the Effective Date and shall continue until the Completion Conditions have been satisfied and Final Acceptance has been issued, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach that is not cured within the notice period specified above. Termination shall not relieve the breaching party of liability for damages resulting from the breach, nor shall it waive the terminating party's right to seek specific performance or injunctive relief where appropriate.

Acceptance Procedure

Upon Contractor's written request for Final Inspection, Client shall conduct such inspection within a commercially reasonable time. If Client determines that all applicable Completion Conditions are satisfied, Client shall deliver a written Final Acceptance and authorize release of final payment in accordance with the Payment Terms.

Confidentiality

Each party shall hold in confidence and shall not disclose to any third party any non-public information concerning the other party's business, operations, pricing, or proprietary methods disclosed in connection with this Agreement, except as required by law or to perform obligations under this Agreement. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement

This Agreement, together with any referenced exhibits, attachments, purchase orders and change orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

Dispute Resolution (Optional)

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within thirty (30) days, the dispute may be submitted to mediation or other alternative dispute resolution mutually agreed by the parties prior to initiating litigation.

Client Printed Name:

By:

Date:

Contractor Printed Name:

By:

Date:

Enter text✕

What a Completion Conditions Agreement Is and When It Applies

A Completion Conditions Agreement sets out the specific conditions that must be satisfied before a transaction or closing is completed. Common in commercial contracts, real estate closings, and M&A, it identifies obligations, deliverables, approvals, and timing that trigger the formal completion of the deal. The agreement reduces ambiguity by allocating risk, assigning responsibility for each condition precedent, and describing remedies if conditions are unmet. Parties often combine this agreement with escrow instructions, closing checklists, or representations and warranties schedules to create an actionable path to closing.

Why a Clear Completion Conditions Agreement Matters

A focused Completion Conditions Agreement clarifies closing triggers, limits disputes over unmet conditions, and preserves negotiated economics while reducing closing delays.

Why a Clear Completion Conditions Agreement Matters

Typical parties and teams that prepare this agreement

Organizations and practitioners who routinely use Completion Conditions Agreements include buyers, sellers, lenders, escrow agents, and their legal or transaction teams.

  • Buyers and buyer counsel coordinating due diligence, financing, and regulatory approvals
  • Sellers and seller counsel assembling deliverables, clearances, and transferable documents
  • Lenders, escrow agents, and closing managers verifying conditions precedent and funding steps

Use by these groups helps coordinate handoffs, evidence delivery, and final approvals so the closing proceeds only when all required conditions are satisfied.

Core elements to include in a professionally drafted agreement

A robust Completion Conditions Agreement lists each condition, assigns responsibility, sets a target date, defines evidence of satisfaction, and explains remedies or extensions if a condition is not met.

Conditions List

A numbered schedule of each condition precedent and any sub-conditions to be satisfied before closing.

Responsible Party

Specify who must act or deliver proof (buyer, seller, third party, or lender) for each condition.

Evidence Required

State what constitutes satisfaction: certificates, releases, payoffs, officer certificates, or third-party confirmations.

Timing

Deadlines, cure periods, and any time-of-day or business-day definitions that control the closing date.

Remedies

Consequences for unmet conditions: termination rights, price adjustments, extension options, or specific performance.

Survival

Which representations, warranties, and indemnities survive closing and for how long.

Step-by-step process to complete and execute the agreement

Follow these steps in sequence to prepare, verify, and sign a Completion Conditions Agreement so it is enforceable and ready for closing.

  • 01
    Draft Conditions: List each condition with clear wording and required evidence.
  • 02
    Assign Owners: Identify the responsible party and deadlines for each item.
  • 03
    Collect Evidence: Assemble certificates, payoffs, consents, and third-party confirmations.
  • 04
    Execute: Sign using authorized representatives and capture dates and witnessing as required.

How the agreement moves from draft to completed closing

The lifecycle includes drafting, evidence collection, verification, and final certification that conditions are satisfied prior to funds transfer.

  • Drafting: Create the conditions schedule and assign responsibilities.
  • Verification: Designate reviewers to check submitted supporting documents.
  • Certification: Authorized party signs a certificate of satisfaction for each condition.
  • Closing: Escrow agent or closing officer confirms all conditions and releases funds.

Configuring a digital workflow for the agreement

Set up the online signing workflow to reduce friction while keeping verification steps and evidence attachments auditable.

Field Configuration
Signer Order Sequential or parallel signing per role and priority
Conditional Fields Show fields only after related conditions are met
Authentication Email link, SMS code, or higher assurance KBA
Reminders Automatic nudges and reminder cadence for outstanding items

Technical considerations for eSigning and evidence capture

Choose a platform that supports secure signatures, audit trails, file attachments, and configurable authentication for higher-risk conditions.

  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace, Procore, Box, Egnyte
  • Document Formats: PDF, DOCX, and fillable form imports and exports
  • Audit Trail: Timestamps, IP addresses, and signer events

Key dates and deadlines to include and monitor

Document clear dates and related notices to avoid missed conditions or unintended automatic terminations.

Effective Date:

When the agreement is binding and timing begins

Condition Satisfaction Date:

Deadline to satisfy conditions or request extensions

Closing Date:

Target date for funds transfer and document exchange

Cure Period:

Time allowed to remedy failures to meet conditions

Survival Period:

How long representations and indemnities remain enforceable

Milestone timeline from negotiation to closing

A sequential milestone view helps stakeholders track progress and visualize deadlines and dependencies toward closing.

01

Negotiation and Drafting

Agree on conditions, responsibilities, and the schedule.

02

Evidence Collection

Parties gather contracts, releases, certificates, and payoffs.

03

Verification and Certification

Designated reviewers confirm items meet stated criteria.

04

Final Closing

Escrow or closing officer confirms satisfaction and executes transfer.

Common preparation mistakes to avoid

  • Vague condition wording that invites disputes over satisfaction
  • Missing or inconsistent party names across documents and exhibits
  • Failure to specify acceptable evidence formats or delivery method
  • No procedure for extensions, cures, or partial satisfactions

Key risks and consequences of errors or omissions

Transaction Delay: Missed conditions often push closing dates and add costs
Termination Risk: Unmet conditions can permit the non-breaching party to terminate
Liability Exposure: Incorrect certificates or false statements create indemnity claims
Regulatory Risk: Failure to obtain required approvals may violate statutes
Tax Consequences: Incorrect timing can affect tax reporting and liabilities
Recordkeeping Failures: Poor retention can hinder audits or post-closing disputes

How a Completion Conditions Agreement compares with related documents

This table highlights differences between Completion Conditions Agreements and commonly paired closing documents to clarify roles and usage.

Criteria Completion Conditions Agreement Escrow Instructions
Primary Purpose define closing triggers direct escrow agent actions
Typical Author buyer or seller counsel escrow agent or mutual counsel
Evidence Required certificates, releases funds, documents, instructions
Enforceability Focus contractual remedy clauses operational fund release rules

eSignature vendor pricing and basic capabilities for executing completion conditions

A concise feature and price comparison for common eSignature vendors to consider when sending and capturing evidence, with signNow listed first as the initial column.

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 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

Representative signer roles and authority

Corporate Counsel

An in-house or outside attorney who drafts conditions and certifies legal compliance. They typically confirm board approvals and ensure the signature authority aligns with corporate resolutions before execution.

Closing Manager

A closing or escrow officer who coordinates evidence collection and funds transfer. This role verifies payoffs, performs final checks, and confirms that all listed conditions are satisfied prior to release.

Real-world scenarios where a Completion Conditions Agreement prevents delays

Two condensed examples show how explicit conditions and evidence lists reduce ambiguity and enable timely closings.

Real Estate Closing Example

A buyer required a lender payoff and clear title certificate before funding

  • The seller delivered a recorded release and title insurer affidavit
  • Explicit exhibit listings and an escrow checklist allowed the escrow agent to confirm satisfaction and transfer funds on the scheduled closing date.

Corporate Asset Sale Example

An acquirer required specific third-party consents and employee assignments before completion

  • Delays occurred when consent language differed from contract terms
  • Requiring original executed consents and specifying acceptable signatures avoided last-minute rework and preserved the closing schedule.

Frequently asked questions about validity, signing, and disputes

Answers address common signer concerns about execution, eSign legality, notarization, and remedies when conditions are unmet.


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Practical tips to ensure accurate, efficient completion

Adopt consistent templates and clear evidence checklists; plan early to avoid last-minute document rushes that create errors.

Use checklists
Create a master checklist mapping each condition to required documents and responsible parties to prevent omissions.
Standardize language
Prefer precise, objective acceptance criteria rather than subjective standards like "satisfactory" without defined metrics.
Centralize evidence
Store supporting documents in a single repository with version control and timestamps to simplify verification.
Plan authentication
Choose signer authentication consistent with transaction risk, including KBA, SMS OTP, or in-person notarization when required.
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