Contract Sale Agreement

Contract for the Sale of Commercial Property – Owner Financed

with Provisions for Note and Purchase Money Mortgage and Security Agreement

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

For and in consideration of the mutual benefits and obligations set forth in this agreement, the parties agree as follows:

1. Buyer agrees to purchase at a price of $ (dollar amount of purchase price), on the terms set forth in this Agreement, the following-described real estate, located at (address of real estate), and described as follows: (legal description of property) , together with the following personal property presently located on it: (description of personal property)

2. Seller agrees to sell the described real estate and personal property at the price and terms set forth in this Agreement, and to convey to Buyer title to the real estate and personal property by a recordable general warranty deed, and an appropriate bill of sale, subject only to:

A. Covenants, conditions, and restrictions of record;

B. Private, public, and utility easements and roads and highways;

C. Party wall rights and agreements;

D. Existing leases and tenancies as listed in Exhibit A, which is attached and incorporated by reference;

E. Taxes or assessments for improvements not yet completed;

F. Installments not due at the date of this Agreement of any tax or assessment for improvements previously completed;

G. The deed of trust specified below;

H. General taxes for the year and subsequent years; and

I. (Describe any other title exceptions)

3. Buyer has paid $ (dollar amount of deposit) as earnest money to be applied on the purchase price, and agrees to pay or satisfy the balance of the purchase price, plus or minus prorations, at the time of closing as follows:

A. The payment of $ (dollar amount of payment at closing).

B. The balance payable as follows: $ (dollar amount of mortgage loan), to be evidenced by a Promissory Note of Buyer, providing for full prepayment privileges without penalty, which shall be secured by a deed of trust. Said Note and Deed of Trust shall be in the forms attached hereto as Exhibit B and Exhibit C, which are incorporated by this reference. The balance of said purchase price shall also be secured by a security agreement with the appropriate Uniform Commercial Code financing statements and an assignment of rents. The security agreement and assignment of rents shall be the forms attached to this Agreement as Exhibit D and Exhibit E, which are incorporated by this reference. Buyer shall also furnish to Seller an American Land Title Association loan policy insuring the deed of trust issued by (name of title insurance company).

4. Seller, at Seller's own expense, agrees to furnish Buyer with a current plat of survey of the above real estate made, and so certified by the surveyor as having been made, in compliance with the (name of state) land survey standards.

5. The date and time of the closing shall be on (closing date), at (time of day), or at such other date and time as shall be mutually agreed to by the parties, at , provided title is shown to be good or is accepted by Buyer.

6. The earnest money shall be held by (name) for the mutual benefit of the parties.

7. Seller warrants that Seller has received no notices from any city, village, or other governmental authority of zoning, building, fire, or health code violations in respect to the real estate that have not been corrected.

8. This Agreement is subject to the following additional conditions and stipulations:

A. Seller shall deliver or cause to be delivered to Buyer, not less than (number of days) days prior to the time of closing, the plat of survey and a title commitment for an owner's title insurance policy issued by (name of title insurance company) in the amount of the purchase price, covering title to the real estate on or after the date of this Agreement, showing title in the name of Seller subject only to permitted exceptions.

B. If the title commitment or plat of survey discloses either unpermitted exceptions or survey matters that render the title unmarketable (survey defects), Seller shall have (number of days) days from the date of its delivery to have the exceptions removed from the commitment or to correct the survey defects or to have the title insurer commit to insure against loss or damage that may be occasioned by the exceptions or survey defects.

C. Rents, premiums under assignable insurance policies, water and other utility charges, fuels, prepaid service contracts, general taxes, accrued interest on mortgage indebtedness, if any, and other similar items shall be adjusted ratably as of the time of the closing.

D. If this Agreement is terminated without Buyer's fault, the earnest money shall be returned to Buyer.

E. Any payments required in this Agreement to be made at the time of closing shall be by certified check or cashier's check, payable to Seller.

9. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision.

10. 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 shall not be construed as subsequently waiving any such terms and conditions.

11. Governing Law

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

12. 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 by both parties to the respective address of each party as set forth at the beginning of this Agreement.

13. 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 a reasonable sum for the successful party's attorney fees.

14. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto.

15. 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.

16. 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.

17. 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.

18. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

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

Attach Exhibits