Is a non-binding offer legally enforceable?

Generally no; a non-binding offer records intent but does not create an enforceable sale contract unless parties sign a binding agreement. Limited provisions (confidentiality, exclusivity, deposit handling) may be drafted as binding if parties state that explicitly.

Can this document be signed electronically?

Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws where adopted; ensure parties consent to electronic records and that required disclosures are provided in consumer-facing transactions.

Does paying earnest money make the offer binding?

Not automatically. A deposit can indicate serious intent, but binding status depends on the contract language. Specify whether deposit converts to purchase funds or is refundable under contingencies.

Do I need a notary or witnesses?

Most non-binding offers do not require notarization. Certain conveyancing documents (deeds) typically require notary acknowledgement; some states require witnesses for specific instruments—check state requirements.

What happens if the offer expires?

If the expiration passes without acceptance, the offer lapses and no obligations arise. Parties can re-offer or negotiate new terms; document any renewals or extensions in writing.

How do I revoke or withdraw the offer?

A party may revoke before acceptance by notifying the other party. To avoid dispute, send written notice of revocation and record delivery; if acceptance has been communicated, consult counsel about possible binding effects.

Electronic Signature
Templates
Legal
Non-Binding Offer for Sale Agreement

Non-Binding Offer for Sale Agreement

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NON-BINDING OFFER FOR SALE AGREEMENT

This Non-Binding Offer for Sale Agreement (this "Offer") is made as of by and between Seller: , with principal address , and Buyer: , with principal address . Each of Seller and Buyer is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Seller is the owner or authorized seller of certain assets and/or equity interests described herein and is willing to negotiate the potential sale thereof; and

WHEREAS, Buyer desires to evaluate and, subject to the negotiation and execution of a definitive agreement, to acquire the described assets and/or equity interests on the general terms set forth below; and

WHEREAS, the Parties intend that this Offer will set forth the principal commercial terms upon which the Parties would consider negotiating a binding definitive agreement, subject to conditions described below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DESCRIPTION OF OFFERED ASSETS

1.1 Offered Assets/Interests. Seller proposes to sell and Buyer proposes to purchase the following assets and/or equity interests (collectively, the "Offered Assets"):

1.2 Included and Excluded Items. Unless otherwise specified in a definitive agreement, the Offered Assets shall include the tangible assets, intangible assets, contracts, and goodwill specifically identified above. Excluded items shall be set forth in the definitive agreement.

2. PURCHASE PRICE AND PAYMENT TERMS

2.1 Purchase Price. The proposed total purchase price for the Offered Assets shall be (the "Purchase Price"), subject to adjustment in a definitive agreement.

2.2 Deposit. If applicable, Buyer shall deliver an earnest money deposit in the amount of to be held in escrow on terms to be agreed in the definitive agreement.

3. DUE DILIGENCE AND CLOSING

3.1 Due Diligence Period. Buyer shall have a period of calendar days from the Effective Date to complete its due diligence review of the Offered Assets.

3.2 Proposed Closing Date. The Parties anticipate a proposed closing on or about , subject to the satisfaction or waiver of conditions in a definitive agreement.

4. CONFIDENTIALITY

4.1 Confidential Information. Except as otherwise permitted, each Party shall hold in confidence all non-public written or oral information provided by the other Party relating to the Offered Assets or the negotiation of a transaction (the "Confidential Information"). Confidential Information shall not include information that (i) is or becomes generally available to the public through no breach of this provision, (ii) was lawfully in the receiving Party's possession prior to disclosure, or (iii) is required to be disclosed by law or order of a court or regulatory authority, provided that, to the extent permitted, the disclosing Party is given prompt notice and the disclosure is limited to the extent required.

4.2 Remedies. The Parties acknowledge that monetary damages may be insufficient remedy for breach of confidentiality and that injunctive relief may be appropriate.

5. NON-BINDING NATURE; EXCEPTIONS

5.1 Non-Binding. Except for Sections 4 (Confidentiality), 6 (Exclusivity) if selected, and this Section 5 with respect to the Parties' intent, this Offer is non-binding and is intended only as a statement of the Parties' mutual intentions to continue negotiations. No Party shall be legally bound to consummate a transaction unless and until a definitive purchase agreement, containing customary representations, warranties, covenants and indemnities, is executed and delivered by the Parties.

5.2 No Reliance. Each Party acknowledges that it has not relied on any representation other than those expressly set forth in a definitive agreement and that neither Party has a legal obligation to proceed with the transaction until such definitive documentation is executed.

6. EXCLUSIVITY (OPTIONAL)

6.1 Election. The Parties may elect to enter a limited exclusivity period during which Seller will not solicit or entertain competing offers. To elect exclusivity, check the box below and specify the exclusive period:

Elect limited exclusivity

Exclusive Period (if selected): days from Effective Date.

7. EXPENSES

Except as otherwise agreed in a definitive agreement, each Party shall bear its own fees and expenses incurred in connection with the negotiation and preparation of the definitive agreements and the consummation of the transaction, including attorneys' fees, accountants' fees, and advisors' fees.

8. REPRESENTATIONS AND WARRANTIES

8.1 Limited Statements. For the purpose of negotiating a definitive agreement, Seller represents that, to Seller's knowledge, the Offered Assets are owned or controlled by Seller and Seller has authority to negotiate the proposed transaction. Buyer represents that it has the financial capacity to pursue the transaction and will conduct its own due diligence. These limited representations are for negotiation purposes only and shall not be relied upon except as may be set forth in any definitive agreement.

9. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as a Party may designate by notice in accordance with this Section).

Seller Notice Address Buyer Notice Address

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendments and Waivers. Any amendment or waiver of any provision of this Offer must be in writing and executed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver of that right.

10.2 Counterparts. This Offer 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. Signatures transmitted by electronic means shall be binding.

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

11.1 Governing Law. This Offer shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles.

11.2 Severability. If any provision of this Offer is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

11.3 Entire Agreement. This Offer, together with any written attachments agreed and signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and understandings.

12. MISCELLANEOUS

12.1 Binding Provisions. The Parties expressly agree that the provisions of confidentiality, exclusivity if elected, and this governing law clause are intended to be binding despite the non-binding character of the remainder of this Offer.

Additional Terms or Conditions (optional)

SIGNATURES

Seller:

By:

Date:

Buyer:

By:

Date:

What a Non-Binding Offer for Sale Agreement Is

A Non-Binding Offer for Sale Agreement is a written proposal that sets out preliminary terms for selling an asset or property without creating an immediate, enforceable purchase contract. It typically identifies buyer and seller, describes the asset, states an offered price, and lists key contingencies (due diligence, financing, inspections). The document is used to frame negotiations, record intent, and may include earnest money or exclusivity terms, while preserving flexibility so parties can continue to negotiate a final binding purchase agreement.

Why parties use a non-binding offer

A Non-Binding Offer clarifies initial terms quickly, documents expectations, and speeds negotiations without committing either party to a final sale. It reduces misunderstandings early and creates a clear starting point for drafting a binding purchase agreement.

Typical users and transaction roles

Use the document to record intent, preserve negotiation leverage, and set deadlines for moving to a binding agreement.

Real estate brokers and agents initiating preliminary purchase terms for residential or commercial property.
Business buyers and sellers outlining proposed sale terms for companies, assets, or equity transactions.
Attorneys and transaction coordinators preparing a negotiation roadmap prior to drafting a formal purchase agreement.

Step-by-step: preparing and sending the offer

Follow these steps to create, review, and circulate a clear non-binding offer suitable for negotiation.

01

Draft the offer: Populate parties, asset description, price, and key contingencies.
02

Specify terms: Add deposit, inspection, financing, and confidentiality provisions.
03

Review and approve: Have counsel review for unintended binding language or risks.
04

Send for signature: Deliver electronically or by mail; record acceptance or counter-offer.

Setting up a digital completion workflow

Configure your electronic workflow to collect accurate data, authenticate signers, and preserve an audit trail for each offer.

Field	Configuration
Authentication Method	Email link, SMS code, or stronger identity verification
Offer Expiration	Auto-expire field enables automatic invalidation at set date
Attachments Allowed	Include property reports, disclosures, or financial statements
Template Reuse	Save as reusable template for consistent offers

Typical electronic execution flow

A common e-sign workflow compresses negotiation cycles while preserving a reliable audit trail for each non-binding offer.

Prepare document: Upload template and add required fields.
Assign signers: List parties and set signing order if needed.
Send offer: Deliver via secure email link or shared signing URL.
Capture signature: Signer authenticates and electronically signs; audit trail recorded.

Technical and platform considerations

Ensure the chosen solution provides secure storage, audit logs, and the authentication level required by your transaction and industry.

File formats: PDF, DOCX, and HTML are commonly supported.
Integrations: Connectors: Salesforce, NetSuite, Google Workspace, Microsoft 365.
Authentication: Options include email, SMS, KBA, and SSO.

Essential parts of a professional non-binding offer

A complete non-binding offer communicates intent and key deal terms while preserving negotiation flexibility; include these six elements to reduce ambiguity.

Identifying Parties

List full legal names and contact details for the buyer and seller, and include entity type for organizations to avoid later identity disputes.

Asset Description

Provide a precise description of the property or asset (legal property description, VIN, serial, or list of assets) so the subject of the offer is unambiguous.

Offer Price

State the proposed purchase price in numbers and words, include any proposed allocation of closing costs, and note whether amounts are refundable or held as earnest money.

Contingencies

Set clear conditions such as inspection, financing, title review, or regulatory approvals and specify timeframes for completing each contingency.

Deposit Terms

Define any deposit amount, escrow agent, conditions for return or forfeiture, and whether the deposit converts to purchase funds upon execution of a binding contract.

Non-Binding Language

Include explicit language stating which provisions are non-binding, and identify any limited binding provisions such as confidentiality, exclusivity, or fee reimbursements.

Supporting clauses and documents to include

Add supporting language and exhibits to reduce friction and ensure both parties understand next steps and obligations tied to the non-binding offer.

Confidentiality Clause

If sensitive information will be exchanged during negotiation, include a confidentiality clause that defines protected information, permitted disclosures, duration, and remedies for breach.

Exclusivity / No-Shop

If the seller will temporarily pause other negotiations, define the exclusivity period, permitted exceptions, and consequences for breach of exclusivity.

Attachment List

Attach exhibits such as property disclosures, pro forma financials, inspection reports, or asset lists and reference them clearly in the offer text.

Conversion Mechanics

Describe how the parties will proceed to a binding purchase agreement, including deadlines, responsible drafting party, and required approvals.

Common dates and deadlines to include

Define timing precisely to avoid misunderstandings—each date affects how long the offer remains actionable and when contingencies must be satisfied.

Offer Expiration Date:

Date and time when the offer lapses if not accepted; use MM/DD/YYYY and time zone.

Acceptance Deadline:

If acceptance requires a signed counterpart, state the deadline for returning a signed copy.

Due Diligence Period:

Number of days allotted for inspections, document review, and financing contingencies.

Deposit Payment Date:

When earnest money is due and to whom it should be paid or delivered.

Conversion Deadline:

Date by which parties must execute a binding purchase agreement if negotiations progress.

Key transaction milestones from offer to binding agreement

Track milestones so both parties know the expected sequence and timing from initial offer through execution of a binding sale contract.

01

Offer Delivered

Seller or buyer delivers the draft non-binding offer to the counterparty for review.

02

Negotiation and Counter-offers

Parties exchange revisions, clarify contingencies, and agree or disagree on material terms.

03

Due Diligence Window

Buyer conducts inspections, title review, and financing checks within stated timeframes.

04

Execution of Binding Agreement

If parties agree, they sign a formal purchase contract and proceed to closing steps.

Common drafting and practical pitfalls

Using vague terms such as 'reasonable' or 'subject to agreement' that leave critical obligations undefined and invite disputes during negotiations.
Failing to state which clauses are binding (for example, confidentiality or exclusivity), which can unintentionally create enforceable obligations.
Providing an incomplete asset description or incorrect legal property description, leading to title or transfer issues later in due diligence.
Omitting explicit deposit handling instructions or escrow agent details, which can result in disagreement over refunds or forfeitures.

Legal and commercial risks to be aware of

Accidental Binding: Terms accidentally drafted as binding

Deposit Loss: Forfeiture under stated conditions

Tax Implications: Potential transfer or reporting consequences

Delay Costs: Missed deadlines may void financing

Signature Errors: Missing or mismatched signer names

Invalid e-sign: No consent or poor authentication

Typical eSignature provider pricing and capability snapshot

Comparison of starting price and core capabilities across common eSignature vendors; signNow is listed first in accordance with platform data.

	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	Limited trial	Limited trial
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Real-world examples of non-binding offers in use

These concise case summaries show how organizations use preliminary offers to accelerate negotiations while reducing administrative friction.

Optica Ventures (COO)

Optica used a standardized non-binding offer to centralize deal terms across multiple acquisitions, simplifying initial approvals and internal review

The template captured price, exclusivity, and due diligence windows in a single page
As COO Brian Fitzgibbons noted, the approach made it easy for internal teams and external sellers to understand key deal points quickly and move to binding documents when appropriate.

Martin Properties (Founder)

A small real estate firm adopted electronic non-binding offers to replace paper letters of intent, reducing turnaround time on preliminary offers

The firm required a short inspection contingency and deposit terms on each offer
Founder Tim Martin reports the process helped complete negotiations remotely with full compliance and clear tracking of acceptance deadlines and deposits.

Frequently asked questions and quick answers

Answers to common practical and legal questions about Non-Binding Offer for Sale Agreements, electronic execution, and related risks.

Need help? Contact support

Is a non-binding offer legally enforceable?
Generally no; a non-binding offer records intent but does not create an enforceable sale contract unless parties sign a binding agreement. Limited provisions (confidentiality, exclusivity, deposit handling) may be drafted as binding if parties state that explicitly.
Can this document be signed electronically?
Yes. Electronic signatures are valid under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws where adopted; ensure parties consent to electronic records and that required disclosures are provided in consumer-facing transactions.
Does paying earnest money make the offer binding?
Not automatically. A deposit can indicate serious intent, but binding status depends on the contract language. Specify whether deposit converts to purchase funds or is refundable under contingencies.
Do I need a notary or witnesses?
Most non-binding offers do not require notarization. Certain conveyancing documents (deeds) typically require notary acknowledgement; some states require witnesses for specific instruments—check state requirements.
What happens if the offer expires?
If the expiration passes without acceptance, the offer lapses and no obligations arise. Parties can re-offer or negotiate new terms; document any renewals or extensions in writing.
How do I revoke or withdraw the offer?
A party may revoke before acceptance by notifying the other party. To avoid dispute, send written notice of revocation and record delivery; if acceptance has been communicated, consult counsel about possible binding effects.

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