Commercial Contract

Agreement made on the (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Seller, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Purchaser.

For and in consideration of the covenants and agreements of the respective parties, as set forth below, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, the real property situated at , and particularly described in Exhibit A attached hereto and made a part hereof by reference, together with all improvements on the property and appurtenances to it, and the articles of equipment and other personal property listed in Exhibit B, which is attached and incorporated by reference. The real and personal property described above is referred to as Property.

Transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads, and avenues adjoining the real Property, and shall further include any award for damaging or taking by eminent domain by public or quasi-public authority, of the real property or any part of it.

The following terms, provisions, and conditions are further agreed to by Seller and Purchaser:

1. Price

The purchase price for Property is Dollars (), payable as follows: (describe payment terms)

2. Title

A. Conveyance of title to Property shall be by warranty deed with full covenants, executed by Seller, accompanied by a duly certified resolution of the Board of Directors of Seller, authorizing the conveyance, to Purchaser. Title to be conveyed shall be good and marketable, subject only to (e.g., any and all applicable zoning ordinances, and any and all recorded building restrictions, restrictive covenants, rights-of-way, easements, and mineral reservations applicable to the above described property)

B. Property is presently occupied by tenants under month-to-month tenancies or leases, as set forth in Schedule C, which is attached and made a part of this Agreement. Transfer of title and possession to Property shall be subject to those tenancies, but all right, title and interest of Seller in Property shall be transferred to Purchaser.

C. Conveyance of title shall be made and sale closed within days after the date of this Agreement. Title shall be evidenced by a standard form title insurance binder issued by , committing itself to insure that good and marketable title to Property to be in Purchaser, subject only to the matters set forth in this Agreement.

3. Assessments

If, at the time of transfer of title, Property or any part of Property is subject to an assessment or assessments payable in installments, all such installments not due or delinquent at the time of transfer shall nevertheless be deemed to be due and payable at such time and as liens on the real Property described above, and all such assessments shall be paid and discharged by Seller.

4. Proration

A. The following items shall be prorated as of the closing: unpaid rentals, real estate taxes due but not delinquent, prepaid insurance premiums

B. Closing shall occur and disbursements made when the closing attorney is in a position to record all documents required under this Agreement, make all disbursements, and issue or secure an acceptable title insurance policy.

5. Risk of Loss, Maintenance and Transfer of Possession

A. Risk of loss or damage by fire or other casualty to Property or any part of Property prior to closing shall be the risk of Seller. In the event of such loss or damage prior to closing, this Agreement shall not be affected but Seller shall assign to Purchaser all rights under any insurance policy or policies applicable to the loss. If action is necessary to recover under any casualty policy, Seller shall grant permission to bring the action in Seller's name.

B. Improvements and personal property described above shall be maintained in their present condition prior to the close of escrow by Seller, wear from normal and reasonable use and deterioration excepted.

C. Possession of Property, subject to the leases and tenancies referred to above, shall be transferred at closing.

6. Commercial Zoning

Seller warrants that Property is zoned for commercial purposes and that all existing uses are lawful and within such zoning. Purchaser plans the use of Property for [(describe purposes, such as the construction of a five-story masonry building near the corner of Property, bordered by (names of streets), to be used as a professional office building)]

Plans and specifications for the building have been prepared by (Name), architect for Purchaser, and have been examined by Seller. Purchaser intends to apply for a building permit with appropriate amendments to the existing zoning plan for the area in which Property is located. Seller will cooperate fully with Purchaser with respect to the contemplated plans. If Purchaser is unable to proceed with the described project because of any adverse decision of (e.g. zoning board of the city of ___________), Purchaser shall (describe remedy such as rescission of the Agreement)

7. Broker's Commission

A commission of Dollars () will become due from Seller to by reason of the sale provided for in this Agreement. That amount shall be paid to broker at closing directly, from cash payable on closing to Seller.

8. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

9. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

10. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

11. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

12. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

13. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

14. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

15. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

16. Counterparts

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

WITNESS our signatures as of the day and date first above stated.