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Legal APS Counter Agreement

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LEGAL APS COUNTER AGREEMENT

This Legal APS Counter Agreement (the Agreement) is entered into as of Date: by and between Seller Name: (Seller) and Buyer Name: (Buyer).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Agreement of Purchase and Sale dated (Original APS) concerning the real property located at Property Address: (Property);

WHEREAS, Buyer has delivered a counterproposal to certain terms of the Original APS and the parties desire to memorialize agreed modifications and conditions in this Agreement as a counteroffer to and modification of the Original APS.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined herein shall have the meanings ascribed in the Original APS. Additional definitions used in this Agreement:

"Closing" means the consummation of the conveyance of the Property and the transfer of funds as set forth in Section 4 below.

2. COUNTEROFFER TERMS

2.1 Purchase Price. The purchase price for the Property shall be USD (Purchase Price), payable in accordance with the Original APS as modified by this Agreement.

2.2 Deposit. Buyer shall deliver to escrow a deposit in the amount of USD (Deposit) by no later than Date: . The Deposit shall be handled consistent with the Original APS and applicable escrow instructions.

2.3 Closing Date and Location. Closing shall occur on or before Date: at Location: .

3. CONTINGENCIES

The parties agree the following contingencies shall apply unless waived in writing by the party entitled to the contingency:

Buyer contingency for loan approval in an amount and terms acceptable to Buyer within days of the effective date.

Buyer shall have the right to conduct inspections and revoke or condition the purchase based on inspection results within days. Seller shall permit reasonable access for inspections.

4. TITLE AND SURVEY

4.1 Title. Seller shall convey marketable fee simple title subject only to permitted exceptions set forth in the Original APS. Buyer shall be provided, at Seller's expense, a commitment for title insurance and copies of the current title exceptions not later than days before Closing.

4.2 Survey. If a survey or map is required by Buyer or lender, the party responsible shall obtain and deliver such survey to the other party no later than days prior to Closing.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller represents and warrants that Seller has good and lawful authority to enter into this Agreement and to convey the Property at Closing, that there are no undisclosed leases, judgments, liens, or material violations of law affecting the Property except as disclosed in writing to Buyer, and that Seller will satisfy all such obligations prior to or at Closing.

5.2 Buyer represents that Buyer has the requisite capacity to perform this Agreement and will timely satisfy any financing contingencies or obligations set forth herein.

6. DEFAULT AND REMEDIES

If Buyer fails to perform, Seller may exercise the remedies provided in the Original APS, including retention of the Deposit as liquidated damages if permitted, or specific performance where appropriate. If Seller breaches, Buyer may seek specific performance, damages, or other remedies at law or equity. The remedies provided in this Agreement are cumulative and not exclusive.

7. CLOSING ADJUSTMENTS

Taxes, assessments, rents, utilities, and other customary pro rata adjustments shall be apportioned as of the date of Closing pursuant to the Original APS and applicable law. Any undisputed adjustments shall be paid at Closing; disputed items shall be resolved in accordance with the dispute provisions below.

8. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or at such other addresses as a party may designate by written notice in accordance with this Section:

9. SURVIVAL; INDEMNITY

All representations, warranties, covenants and indemnities shall survive Closing to the extent provided in the Original APS and applicable law. Each party indemnifies the other for losses arising from breach of such party's representations, warranties, or covenants contained in this Agreement.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State or jurisdiction where the Property is located. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for resolution of disputes arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

11.1 Entire Agreement. This Agreement, together with the Original APS as modified hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating thereto.

11.2 Amendment. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

12. MISCELLANEOUS

12.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Signatures delivered by facsimile or electronic image shall be binding.

12.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. The waiver of any breach shall not constitute a waiver of any other or subsequent breach.

Seller Printed Name:

By:

Date:

Buyer Printed Name:

By:

Date:

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What the Legal APS Counter Agreement Is

A Legal APS Counter Agreement is a written response that modifies or objects to an original APS (Agreement for Purchase and Sale) proposal by proposing counterterms. It records revised commercial terms such as price adjustments, closing conditions, contingencies, timelines, and allocation of costs. The document creates a new offer that the original party can accept, reject, or counter further; until acceptance it is not a binding final contract. Parties often exchange one or more counter agreements during negotiation to document agreed changes before executing a definitive purchase or sale contract.

Why a Counter Agreement Matters for APS Transactions

A counter agreement clarifies amended deal terms, allocates risks, and preserves evidence of mutual intent. It reduces ambiguity during closing and creates a documented trail useful in disputes or regulatory reviews under ESIGN and UETA frameworks.

Why a Counter Agreement Matters for APS Transactions

Who Typically Prepares and Signs These Counter Agreements

Final execution should involve authorized signatories for each party and any required witnesses or notarization depending on jurisdictional rules.

  • Buyers and buyer representatives: legal counsel, purchasing managers, or procurement professionals who request contract changes during negotiation.
  • Sellers and seller representatives: authorized executives or outside counsel who approve price or condition adjustments.
  • Brokers and agents: facilitate revisions, ensure disclosures, and manage document routing between parties.

Typical Signatory Profiles

Corporate Officer

A C-level or VP with delegated authority may sign for a company. Confirm internal signing authority and any corporate resolution to avoid post-closing challenges.

Authorized Agent

A contracting officer, broker, or attorney-in-fact with written power of attorney can sign if the power grants transaction authority and is attached or referenced.

Information Elements Required in the Agreement

Effective Date: MM/DD/YYYY
Parties: Full legal names
Revised Price: Numeric amount
Closing Deadline: MM/DD/YYYY
Contingencies: Inspection, financing
Signatures: Typed or e-sign

Consequences of an Incorrect or Incomplete Counter Agreement

Contract Voidance: May be unenforceable
Delay in Closing: Missed deadlines
Financial Exposure: Unexpected costs
Dispute Risk: Litigation or arbitration
Regulatory Issues: Noncompliance with disclosure rules
Tax Impacts: Reporting errors

Common Preparation Pitfalls to Avoid

  • Using informal or ambiguous language that leaves essential terms (price, dates, contingencies) undefined and invites later disputes.
  • Failing to verify signatory authority or attach required corporate resolutions, which can result in avoidable challenges to enforceability.
  • Neglecting to address how prior documents are superseded or incorporated, creating contradictions between the original APS and the counter agreement.
  • Omitting jurisdiction, governing law, or dispute resolution provisions that clarify which state law governs interpretation and remedy.

Step-by-Step: Preparing and Executing a Counter Agreement

Follow a clear sequence to draft, review, and finalize a Legal APS Counter Agreement to reduce errors and ensure enforceability.

  • 01
    Draft Revisions: List changed terms and rationale clearly.
  • 02
    Confirm Authority: Validate signatory power and approvals.
  • 03
    Add References: Cite original APS and attachments.
  • 04
    Execute and Record: Obtain signatures and keep an audit trail.

How to Configure an Online Signing Workflow for a Counter Agreement

Set up a clear routing order and authentication to ensure each party receives and executes the agreement in sequence.

Field Configuration
Routing Order Sequential signer order
Authentication Email + SMS code optional
Document Lock Prevent edits after signing
Audit Capture IP, timestamp, certificate

Digital Signing and eSubmission Considerations

Ensure the provider can meet any industry-specific compliance (for example HIPAA BAA) and that signers can download and retain a reliable copy for records.

  • Formats Supported: PDF, DOCX
  • Integrations: Salesforce, NetSuite
  • Security: TLS and AES encryption

Typical Electronic Exchange Flow for a Counter Agreement

A concise workflow reduces signatory friction and ensures the agreement is preserved with an audit trail.

  • Upload Document: Sender uploads the counter agreement.
  • Place Fields: Add signature, initials, and date fields.
  • Authenticate Signers: Use email or stronger methods.
  • Complete Signing: System captures certificate and audit log.

Essential Clauses and Sections to Include

A professional Legal APS Counter Agreement contains specific sections that address the modified deal terms, dispute resolution, and execution mechanics.

Recitals

Brief background referencing the original APS and explaining the purpose of the counter agreement to ensure context and avoid ambiguity.

Amended Terms

A clear, itemized list of each change (price, dates, contingencies) with specific cross-references to the original APS paragraphs or exhibit numbers.

Integration Clause

Statement whether the counter agreement supersedes prior agreements or is to be read together with the APS, clarifying which document controls on conflict.

Governing Law

Identify the state law that will govern interpretation, commonly the state where the property or principal offices are located.

Signatory Authority

Representations that signers have power to bind their entities; attach corporate resolutions or POA when applicable.

Execution and Delivery

Specify electronic acceptance, whether signatures may be exchanged in counterparts, and how executed copies will be delivered and retained.

Key Timeframes and Filing Expectations

Track dates carefully: the counter agreement’s effective date, contingency cure periods, and closing deadlines determine obligations and potential penalties.

Effective Date Entry:

Enter MM/DD/YYYY to fix when obligations begin and trigger cure periods.

Contingency Deadlines:

Specify inspection and financing deadlines in days from effective date to avoid disputes.

Closing Date:

Firm closing date or rolling schedule with extension mechanics.

Document Retention:

Keep executed copies for at least three years; longer for tax or regulated matters.

Notice Periods:

State required notice periods for acceptance or termination where applicable.

eSignature Pricing and Feature Comparison for Executing Counter Agreements

Compare common plan attributes and compliance support across vendors to match security and volume needs without relying on dated plan names or incentives.

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 Varies Varies Varies
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

FAQs: Common Questions About Legal APS Counter Agreements

Answers to frequent legal, signing, and filing questions to help avoid common execution and enforceability issues.


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