Can this agreement be signed electronically?

Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws in most jurisdictions, provided intent, consent, attribution, and retention requirements are met.

When is notarization required?

Notarization is often required when the agreement affects real property or when a state requires an acknowledgement for recording; verify local recording requirements with the county recorder or title company.

What if a signatory lacks authority?

If the signer lacks authority, the agreement may be voidable. Obtain board resolutions, powers of attorney, or corporate authorizations before execution to prevent enforcement disputes.

How should contingencies be worded?

Use precise language with calendar dates and defined cure procedures; avoid vague terms such as 'reasonable time' and include notice and cure mechanics.

How long should records be kept?

Retain executed agreements for at least the contract term plus applicable statutory minimums: IRS records three years (IRC §6501(a)) and HIPAA six years where applicable (45 CFR §164.530(j)).

Can the agreement be revoked or canceled?

Revocation or termination must follow the contract’s termination clause. If no clause exists, use mutually executed amendment or written notice; rescission may require returning consideration and documenting the parties’ intent.

Electronic Signature
Templates
Legal
No Sale Purchase Agreement

No Sale Purchase Agreement

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NO SALE PURCHASE AGREEMENT

This No Sale Purchase Agreement (the Agreement) is entered into as of by and between Seller Name: (Seller), Seller Entity Type: Individual Corporation LLC State/Jurisdiction of Formation: and Buyer Name: (Buyer), Buyer Entity Type: Individual Corporation LLC State/Jurisdiction of Formation: (each a Party and collectively the Parties).

RECITALS

WHEREAS, Seller is the lawful owner of certain goods, inventory, equipment and/or assets described below and is willing to transfer possession and limited title rights to Buyer on the terms set forth herein;

WHEREAS, Buyer desires to acquire such goods for internal use and acknowledges restrictions on resale and disposition as set forth in this Agreement;

WHEREAS, the Parties intend that this Agreement governs the purchase transaction and the Parties' respective rights and obligations, including the restriction that the goods are not to be resold or distributed without Seller's prior written consent;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the tangible items, inventory and associated documentation described in the Description of Goods field below that are the subject of this Agreement.

Description of Goods

2. PURCHASE AND PAYMENT

2.1 Purchase. Subject to the terms and conditions of this Agreement, Seller shall sell and transfer to Buyer, and Buyer shall purchase and accept from Seller, the Goods described above.

Purchase Price (total) Payment Terms

2.2 Closing. The closing of the transactions contemplated by this Agreement (Closing) shall occur on or before unless otherwise agreed in writing by the Parties.

3. NO SALE; RESTRICTIONS ON RESALE

3.1 Not for Resale. Buyer expressly acknowledges and agrees that the Goods are purchased solely for internal use, consumption or incorporation into Buyer's products and are not intended for resale, distribution, lease, sublicense, assignment or other transfer to third parties without the prior written consent of Seller.

3.2 Injunctive Relief. Buyer acknowledges that a breach of Section 3.1 would cause irreparable harm to Seller for which monetary damages would be an inadequate remedy and that Seller shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

3.3 Acknowledgement of Restriction: Buyer acknowledges and agrees to restrictions in this Section

4. DELIVERY; INSPECTION; ACCEPTANCE

Delivery Terms

4.1 Inspection Period. Buyer shall have calendar days following delivery to inspect the Goods and notify Seller in writing of any nonconformity. Failure to provide timely notice shall constitute irrevocable acceptance.

5. TITLE; RISK OF LOSS

5.1 Title. Title to the Goods shall pass to Buyer upon Seller's delivery and Buyer's payment in full, unless the Parties expressly agree otherwise in writing. Notwithstanding passage of title, Seller may retain a security interest in the Goods until payment in full.

5.2 Risk of Loss. Risk of loss or damage to the Goods shall pass to Buyer upon delivery to Buyer's designated location, subject to Buyer's right to reject nonconforming Goods in accordance with Section 4.1.

6. REPRESENTATIONS AND WARRANTIES

Seller Representations and Warranties Buyer Representations and Warranties

7. TAXES; FEES

7.1 Payment of Taxes. Unless otherwise agreed in writing, Buyer shall be responsible for and shall pay all sales, use, transfer, excise and other taxes, duties or fees (excluding Seller's net income taxes) resulting from the transactions contemplated by this Agreement.

Tax Responsibility (if different)

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification Limitation of Liability

9. CONFIDENTIALITY

Confidential Information

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate in writing.

Seller Notice Address Buyer Notice Address

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Dispute Resolution

11.2 Entire Agreement. This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements and representations.

11.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

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

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

Additional Terms (optional)

Seller Printed Name:

By:

Date:

Buyer Printed Name:

By:

Date:

What the No Sale Purchase Agreement Is

A No Sale Purchase Agreement is a contractual document that records terms between parties when a purchase transaction is proposed but the transfer of ownership or sale is not completed as part of the agreement. It sets out the parties, the anticipated purchase terms, contingencies, obligations, and any conditions that suspend or prevent a sale. In U.S. practice these agreements are treated as enforceable contracts when executed with intent and consent and may be completed electronically under ESIGN (15 U.S.C. ch. 96) or state UETA frameworks.

Why this Agreement Matters for Risk Control

Use a No Sale Purchase Agreement to document obligations, preserve rights, and create an auditable record when a purchase process halts or is conditional. The agreement limits ambiguity, describes remedies, and makes dispute resolution clearer while preserving the option to complete or terminate the transaction under specified conditions.

Typical Parties and Teams Involved

Coordination among these stakeholders reduces drafting errors and clarifies who can bind each party under the agreement.

Sellers and buyer representatives who need to document intent and contingencies without completing immediate transfer.
In-house legal and outside counsel reviewing contract language, contingencies, and termination rights before final execution.
Title agents, escrow officers, or financial officers who track conditions precedent and closing holdbacks.

Who Signs and Approves

Seller Representative

An authorized officer or agent who has the explicit power to bind the selling entity. Confirm corporate resolution or written authority before signature to avoid later disputes and ensure enforceability.

Buyer Representative

An authorized buyer signatory (individual or procurement officer) who confirms acceptance of terms and any contingencies. Signatures should match legal names used in entity formation documents.

Step-by-Step: Prepare and Execute the Agreement

Follow this sequence to draft, review, and sign a No Sale Purchase Agreement with minimal friction.

01

Draft Terms: Define parties, price, contingencies, and remedies clearly.
02

Review Legal: Have counsel verify authority, warranty language, and dispute clauses.
03

Obtain Approvals: Collect internal sign-off, board resolution, or POA as required.
04

Execute Electronically: Use an ESIGN/UETA-compliant platform and capture an audit trail.

Essential Clauses Every Professional Agreement Should Include

A clear structure reduces litigation risk: include clauses that allocate risk, define performance, and set an exit path if the sale does not occur.

Parties

Identify each party with full legal name, entity type, and contact details so the contract binds the correct legal entities and enables service of process.

Purchase Terms

Specify price, currency, payment schedule, escrow arrangements, and treatment of deposits if the sale is not completed.

Contingencies

List conditions precedent such as financing, inspections, or third-party consents with explicit cure periods and notice procedures.

Termination Rights

Describe when and how parties may terminate, effect on deposits, and any break fees or carryover obligations.

Representations & Warranties

Include material accuracy statements and survival periods; limit remedies and quantify caps if appropriate.

Dispute Resolution

Set governing law, venue, and whether mediation or arbitration is required before litigation to reduce forum uncertainty.

Security and Compliance Essentials

Encryption: TLS 1.2/1.3, AES-256 at rest

Audit Trail: Timestamp, IP, action log

Regulatory Standards: ESIGN, UETA compliant

Healthcare Data: HIPAA BAA available

Access Controls: Role-based signer permissions

Certifications: SOC 2 Type II, ISO 27001

Key Risks and Potential Consequences

Unenforceable Terms: Ambiguous language may void obligations

Deposit Loss: Improperly described escrow can forfeit funds

Title Exposure: Incomplete title contingencies create liens

Regulatory Violation: Noncompliance with disclosure laws

Tax Exposure: Incorrect reporting may trigger penalties

Authority Gaps: Signatory without power creates disputes

Common Preparation Errors to Avoid

Failing to identify the exact legal entity results in unenforceable obligations and complicates title or escrow actions.
Using vague contingency deadlines (for example, 'within a reasonable time') creates disputes; use exact calendar dates instead.
Neglecting to document signatory authority or corporate resolutions often leads to later claims the agreement was unsigned or invalid.
Skipping an escrow or deposit clause for conditional transactions exposes parties to premature release or loss of funds.

How Electronic Execution and Routing Typically Works

Electronic workflows speed execution and preserve a tamper-evident record; consider authentication and notarization needs before routing.

Upload Document: Sender uploads signed draft to the e-sign platform and places fields.
Add Signers: Enter signer emails or generate secure links; define signing order if needed.
Authenticate: Choose authentication level: email, SMS, KBA, or advanced methods.
Complete & Archive: Signed copies and audit trail are stored and downloadable for records.

Practical Tips for Accurate and Efficient Completion

Small drafting and process choices materially reduce execution risk and post-closing disputes.

Use Clear Dates

Always enter MM/DD/YYYY for effective, contingency cure, and closing dates to prevent interpretation issues and to align with statutory deadlines.

Confirm Signatory Authority

Require a signed authorization, board resolution, or power of attorney when an entity signs; attach these documents to the agreement.

Preserve Audit Trails

Retain electronic audit logs, IP addresses, and verification steps to support enforceability under ESIGN and state UETA frameworks.

Coordinate with Title/Escrow

Notify title and escrow officers of contingencies and holdback terms to ensure alignment at closing or when the sale is not completed.

Typical Timeframes and Deadlines to Track

Track calendar-driven obligations closely and document delivery methods to avoid missed deadlines or cure period disputes.

Effective Date:

Date when obligations begin; establishes performance and limitations timing.

Contingency Cure Deadline:

Fixed calendar date by which contingencies must be satisfied or waived.

Closing Date:

Date set for execution and transfer if sale proceeds; often adjustable by mutual agreement.

Notice Periods:

Specify how many days for notices (e.g., 5–30 days) and acceptable delivery methods.

Recordkeeping Retention:

Retain executed agreements per legal retention rules in case of future disputes.

eSignature Vendor Comparison for Executing This Agreement

Key pricing and feature points for common eSignature vendors. signNow appears first per vendor comparison norms and supports HIPAA and audit trails.

	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, no credit card	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (Business Premium)	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Two Practical Examples of Use

Real-world scenarios show how a No Sale Purchase Agreement documents conditional purchases or paused closings.

Case Study 1

A buyer places earnest money pending financing approval

Financing contingency stated with 21 day cure period
The agreement preserved funds in escrow, documented remedies, and avoided premature closing while parties sought lender approval.

Case Study 2

A seller and purchaser agree to delay transfer due to title defect remediation

Title cure escrow was established
Documentation specified responsibilities and holdbacks so both parties retained clear expectations until the defect was cleared.

Frequently Asked Questions About Execution and Validity

Answers to common concerns about signing, enforceability, and electronic execution of a No Sale Purchase Agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws in most jurisdictions, provided intent, consent, attribution, and retention requirements are met.
When is notarization required?
Notarization is often required when the agreement affects real property or when a state requires an acknowledgement for recording; verify local recording requirements with the county recorder or title company.
What if a signatory lacks authority?
If the signer lacks authority, the agreement may be voidable. Obtain board resolutions, powers of attorney, or corporate authorizations before execution to prevent enforcement disputes.
How should contingencies be worded?
Use precise language with calendar dates and defined cure procedures; avoid vague terms such as 'reasonable time' and include notice and cure mechanics.
How long should records be kept?
Retain executed agreements for at least the contract term plus applicable statutory minimums: IRS records three years (IRC §6501(a)) and HIPAA six years where applicable (45 CFR §164.530(j)).
Can the agreement be revoked or canceled?
Revocation or termination must follow the contract’s termination clause. If no clause exists, use mutually executed amendment or written notice; rescission may require returning consideration and documenting the parties’ intent.

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