Can this agreement be signed electronically?

Yes. Electronic signatures satisfy the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA where adopted, provided the parties show intent, consent, attribution, and record retention. Verify any state-specific exceptions for the transaction type.

Is notarization required for an off market listing?

Generally, listing agreements do not require notarization. However, related conveyance documents (deeds) or some state-specific disclosures may require notarization; check local law and closing requirements.

What happens if the seller signs with a different name?

A mismatched signer name can create enforceability issues and closing delays. Use the full legal owner name as it appears on title documents and confirm corporate resolution if an entity signs.

How are commission disputes usually resolved?

Agreements commonly include dispute resolution clauses such as mediation or arbitration and specify governing law; clear commission triggers and recordkeeping reduce the likelihood of costly litigation.

Can a broker place the property on MLS later?

Only if the agreement permits public listing or the parties execute a new agreement. If exclusivity or confidentiality is binding, unauthorized MLS placement may breach contract and risk damages.

How should executed copies be stored?

Keep the executed PDF and audit trail in encrypted storage with access controls for the required retention period. For tax and audit reasons, retain documents per applicable federal and state rules.

Electronic Signature
Templates
Miscellaneous
Off Market Listing Agreement

Off Market Listing Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

OFF MARKET LISTING AGREEMENT

This Off Market Listing Agreement (the Agreement) is entered into by and between Owner: and Listing Broker: .

WHEREAS

WHEREAS, Owner represents that Owner is the lawful owner of the real property commonly known as: (the Property); and

WHEREAS, Owner desires to engage Listing Broker to market the Property off the public market (off-market) and to solicit qualified purchasers, and Listing Broker desires to accept such engagement subject to the terms and conditions set forth in this Agreement; and

WHEREAS, this Agreement shall become effective on the Effective Date: .

SCOPE OF WORK

Listing Broker shall perform the following services for the Property. Broker will act as agent for Owner in locating potential buyers, coordinating confidential showings, negotiating offers presented to Owner, and assisting in facilitating the closing of a sale in accordance with the terms below.

Detailed Scope (describe tasks, channels, and exclusives):

LISTING STATUS; EXCLUSIVITY

Owner grants Listing Broker the right to offer the Property for sale on an off-market, confidential basis. This Agreement is:

Exclusive listing for the Term stated herein.

Non-exclusive listing (Owner retains right to engage others).

COMMISSION AND PAYMENT TERMS

Owner agrees to pay Listing Broker a commission upon the closing of a sale of the Property to any purchaser procured by Broker during the Term or any buyer introduced during the Protection Period.

Commission (percentage of gross sale price): Minimum commission (if applicable): Payment schedule and method: Late fee for unpaid amounts:

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience by delivering written notice to the other party at least days prior to the intended termination date. Termination does not affect Listing Broker’s right to commission for any sale resulting from an introduction made during the Term or a Protection Period specified below.

Protection Period after termination (days):

CONFIDENTIALITY

The parties acknowledge that, in connection with an off-market listing, each may receive confidential information concerning the Property, prospective purchasers, pricing and terms. Each party agrees to hold such information in strict confidence, not to disclose it to third parties except as required to perform this Agreement, to comply with law, or as consented in writing by the disclosing party. Confidential information shall not include information that is or becomes publicly available other than through a breach of this Agreement.

Breach of this confidentiality obligation shall entitle the non-breaching party to seek injunctive relief and any other remedies available at law or in equity, including recovery of damages and attorneys' fees incurred in enforcing this provision.

REPRESENTATIONS; WARRANTIES

Owner represents and warrants that Owner is the sole legal owner of the Property and has full authority to enter into this Agreement and to convey the Property. Listing Broker represents that it is duly authorized and licensed (if applicable) to perform the services described herein and will comply with applicable law in performing its duties.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law in connection with performance under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any legal action arising out of this Agreement shall be venued in the state or federal courts located in the county where the Property is located.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between Owner and Listing Broker with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, whether oral or written. No amendment to this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be given in writing and delivered to the addresses below or to such other address as either party designates in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Owner contact for notices (address and email): Listing Broker contact for notices (address and email):

ADDITIONAL TERMS

Special provisions or agreed modifications:

Owner Printed Name:

By:

Date:

Listing Broker Printed Name:

By:

Date:

What an Off Market Listing Agreement Is and When It’s Used

An Off Market Listing Agreement is a written contract between a property owner and a real estate brokerage that authorizes limited, non-public marketing or broker-led solicitation of buyers without listing the property on public MLS services. It sets the scope of the broker’s exclusivity, permitted outreach channels, commission terms, confidentiality obligations, and the agreement term. Parties use it when sellers prefer privacy, market-testing to select buyer lists, or controlled exposure for high-value, sensitive, or estate properties. The agreement creates enforceable broker duties and seller obligations while preserving options for later public listing if the parties consent.

Why Use an Off Market Listing Agreement

The agreement preserves seller privacy and allows targeted buyer outreach while documenting commission terms, exclusivity, and confidentiality obligations. It clarifies the broker’s authority and reduces later disputes regarding marketing scope, compensation, and timing. Ensure the contract addresses state disclosure and licensing obligations to remain compliant under ESIGN and state real estate statutes where applicable.

Who Commonly Uses This Agreement

Use this agreement when parties want a clear, written record of outreach permissions, compensation, and timelines without initiating a public listing.

Brokerage teams executing confidential sales, coordinating showings with a prequalified buyer list rather than public marketing.
High-net-worth sellers or estates seeking discrete transactions to avoid publicity or to preserve tenant relations.
Investors or developers testing price and buyer interest before committing to a public listing campaign.

Who Signs and Why Their Role Matters

Listing Agent

The licensed broker or agent authorized by the brokerage signs to accept engagement, document marketing scope, and confirm fiduciary duties and commission entitlement. Their signature binds the brokerage under state licensing law and helps prove authority in disputes.

Property Owner

The seller or authorized entity signatory confirms ownership, grants the broker limited marketing rights, states price parameters and confidentiality terms, and accepts commission and termination provisions that determine compensation if a buyer procures a transaction.

Essential Clauses in a Professional Off Market Listing Agreement

A complete agreement balances seller privacy with enforceable broker obligations; include standard and real-estate-specific clauses to reduce ambiguity and legal risk.

Scope

Define exactly which marketing activities are permitted (targeted outreach, broker network only, owner-approved showings), geographic limits, and any explicit prohibition on MLS placement or open advertising.

Exclusivity

State whether the broker has exclusive right to sell, exclusive agency, or non-exclusive listing; tie exclusivity to time-bound dates and specify consequences for overlapping public listings.

Commission

Specify the commission rate, calculation method, who pays it, triggers for payment (buyer procured, ready willing able buyer), and how dual agency or co-brokerage splits are handled.

Confidentiality

Include nondisclosure terms covering buyer identities, pricing strategy, financial details, and limitations on publicity; state duration of confidentiality obligations after termination.

Termination

Set the effective date, term length, early termination rights, cure periods for breaches, and post-termination lead-protection (tail) provisions describing covered buyers and timeframes.

Disclosures

Require seller to provide mandated property disclosures and specify responsibility for accuracy; reference state-specific disclosure forms where applicable to avoid statutory violation.

Required Information and Standard Fields

Property Address: Full street address

Seller Name: Legal owner name

Broker Details: Brokerage name and license

Listing Term: Start and end dates

Commission Rate: Percentage or flat fee

Confidentiality: NDA terms

Step-by-Step: How to Complete the Agreement

Follow this sequence to prepare and execute a clear, enforceable Off Market Listing Agreement and reduce follow-up revisions.

01

Collect details: Assemble property, owner, and brokerage legal names and IDs.
02

Define scope: Choose permitted outreach channels and marketing limitations.
03

Set compensation: Specify commission triggers, splits, and payment timing.
04

Sign and retain: Obtain signatures and store executed copies securely.

Customizing and Completing the Agreement Online

Configure a digital workflow for drafting, review, signature, and secure storage using eSignature tools and integrated storage systems.

Field	Configuration
Signature Blocks	Add signer name, signature, and date fields for each party.
Conditional Fields	Show commission split fields only if co-broker involved.
Authentication	Select email code or SMS verification for signer identity.
Storage	Save completed PDF to cloud storage with audit trail.

Digital Signing and Distribution Considerations

Ensure the platform can produce a tamper-evident signed PDF and retain an audit trail for enforcement and recordkeeping.

File Formats: PDF and DOCX supported
Integrations: Salesforce, Google Workspace, NetSuite
Compliance: ESIGN and UETA adherence

Where to Send and How Execution Typically Works

Routing and delivery steps clarify who receives which copy and how signed files are distributed to closing parties and repositories.

Upload Document: Prepare a single draft to be signed by all parties.
Assign Fields: Place signature, initials, and date fields for each signer.
Send to Signers: Email secure signing link or use SMS authentication.
Distribute Copies: Provide executed PDF to owner, broker, and escrow.

Key Timelines, Deadlines, and Processing Expectations

Plan timelines around the listing term, buyer outreach windows, notice periods, and typical escrow targets to ensure compliance with contractual triggers.

Listing Term Length:

Commonly 30–180 days depending on seller preference and market.

Exclusivity Window:

Defines when broker is sole procuring party for commission purposes.

Notice of Termination:

Specify days required for written termination or cure periods.

Buyer Response Time:

Set reasonable deadlines for offers and acceptance responses.

Closing Target:

Record expected closing month or escrow period to align marketing.

Typical Milestones from Listing to Closing

Use this milestone sequence to track critical events and who must act at each stage of an off-market sale.

01

Agreement Signed

Execution by owner and broker starts exclusivity and permitted outreach.

02

Buyer Outreach

Broker contacts approved prospects and schedules inspections or showings.

03

Offer Received

Seller reviews offers; prior confidentiality or tail protections may apply.

04

Closing Completed

Escrow closing transfers title and triggers final commission payment.

Real-World Off Market Listing Scenarios

Two short examples show how off market agreements are applied in practice and what issues were addressed.

High-Profile Estate Sale

A family engaged a brokerage to solicit vetted buyers only

Broker offered private showings to a list of institutional buyers
The agreement preserved confidentiality, set a 90-day exclusivity term, and specified a 3% commission payable at closing after title transfer.

Investor Portfolio Trim

A portfolio owner tested private outreach to speed dispositions

Broker contacted preferred investors and handled escrow introductions
The agreement limited outreach channels, required seller approval for offers above specified thresholds, and included a six-month tail protecting commission rights.

Common Errors to Avoid When Preparing the Agreement

Using ambiguous marketing language that fails to limit public advertising and unintentionally permits MLS listing.
Omitting precise commission triggers which later cause disputes about who procured the buyer and when commission is payable.
Failing to include confidentiality duration and permitted disclosures, leading to unwanted publicity or data leaks.
Neglecting to confirm authority to sign (entity resolutions or trustee signatures), which can invalidate the agreement.

Primary Legal and Commercial Risks

Breach Claims: Contract damages

Licensing Violations: Regulatory fines

Disclosure Failures: Statutory penalties

Commission Disputes: Arbitration or litigation

Privacy Breach: Reputational harm

Execution Errors: Enforceability issues

How to Download, Save, and Share Executed Agreements

Finalize executed files as tamper-evident PDFs, store them in secure repositories, and share copies with required parties while preserving the audit trail.

Signed PDF

Export a single, flattened PDF containing visible signatures and an embedded audit certificate showing timestamps, IP addresses, and signer authentication events to support enforceability.

Cloud Storage

Store the executed PDF and audit record in encrypted cloud storage (Box, Google Drive, or enterprise ECM) with access controls and version history to meet retention policies.

Recipient Copies

Provide executed copies to seller, broker, escrow, and any lender; keep a master copy in the brokerage file for compliance and future title review.

Export Formats

Keep a signed PDF as primary file and optionally export metadata or CSV logs for integration with MLS back-office or CRM systems.

Typical eSignature Provider Comparison for Off Market Listing Workflows

Comparison focuses on price, bulk-send capability, audit trail, HIPAA compliance, and envelope or session limits so brokerages can evaluate platform fit for confidential listings.

	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	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	No cap	No cap	No cap

FAQs: Practical Questions About Off Market Listing Agreements

Answers to common legal, execution, and process questions when preparing or signing an off market listing agreement.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures satisfy the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA where adopted, provided the parties show intent, consent, attribution, and record retention. Verify any state-specific exceptions for the transaction type.
Is notarization required for an off market listing?
Generally, listing agreements do not require notarization. However, related conveyance documents (deeds) or some state-specific disclosures may require notarization; check local law and closing requirements.
What happens if the seller signs with a different name?
A mismatched signer name can create enforceability issues and closing delays. Use the full legal owner name as it appears on title documents and confirm corporate resolution if an entity signs.
How are commission disputes usually resolved?
Agreements commonly include dispute resolution clauses such as mediation or arbitration and specify governing law; clear commission triggers and recordkeeping reduce the likelihood of costly litigation.
Can a broker place the property on MLS later?
Only if the agreement permits public listing or the parties execute a new agreement. If exclusivity or confidentiality is binding, unauthorized MLS placement may breach contract and risk damages.
How should executed copies be stored?
Keep the executed PDF and audit trail in encrypted storage with access controls for the required retention period. For tax and audit reasons, retain documents per applicable federal and state rules.

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