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Purchase and Sale Agreement

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Correction Statement and Agreement

STATE OF UTAH

COUNTY OF

In consideration of the closing of the sales transaction identified herein, Seller(s) and Buyer(s) agree as follows:

1. This agreement concerns the closing of a real estate transaction between Seller(s) and Buyer(s) as evidenced by dated , a copy of which is attached hereto.

2. Seller(s) and/or Buyer(s) shall correct and/or replace any closing document at the request of the other, or the Closing Representative, or Lender, that contains an error, inaccuracy, or has been lost, destroyed or misplaced for any reason. A closing document shall be deemed to contain an error or inaccuracy if it fails to reflect the true or correct terms and conditions of the closing and loan, if applicable or to conform to the contract of sale or true intentions of the parties. Examples include but are not limited to errors in the legal description, misspelled names, invalid acknowledgment, etc.

3. This agreement is made regardless of the reason for any loss, misplacement, or inaccuracy in any closing or Loan documents, if any.

4. "Correct or Replace" includes but is not limited to the execution, acknowledgment, initialing, and delivering to the other any documentation deemed necessary to replace or correct the lost, misplaced, misstated, or inaccurate document(s). "Closing Documents" include, but are not limited to closing statements, deeds, deeds of trust or mortgages, promissory notes, affidavits, contracts or other documents executed by the parties in connection with the closing.

5. If the original promissory note is replaced, the Seller(s)/Lender hereby indemnifies the Buyer(s) against any loss associated with a demand in the original note.

6. Buyer(s) and Seller(s) shall deliver the Replacement Documents within thirty (30) days after receipt by the other of a written request for corrective action under this agreement.

7. In the event that the Closing Statement or funds transferred between Buyer(s) and Seller(s) did not accurately reflect the agreement of the parties, Buyer(s) and Seller(s) will supply additional amounts due or amount to be refunded.

8. This agreement is not intended to address errors or inaccuracies in any consumer disclosures given to Buyer(s) in connection with Buyer(s) Loan, if any. Such errors or inaccuracies will be addressed by Seller(s)/Lender in accordance with the applicable consumer law or regulation.

9. If Buyer(s) or Seller(s) fail or refuse to execute, acknowledge, initial, and deliver the Replacement Documents or provide the additional documents or fees for more than thirty (30) days after being requested to do so, Buyer(s) or Seller(s), whichever is the refuser, agrees to be liable for any and all loss or damage which the other reasonably sustains thereby, including but not limited to all reasonable attorney's fees and costs incurred to obtain the corrected or replacement documents.

10. This agreement shall survive the closing inure to the benefit of the Buyer(s) and Seller(s), their successors and assigns, and be binding upon the heirs, devisees, personal representatives, successors, and assigns of the parties

Seller Date

Buyer Date

Seller Date

Buyer Date

Sworn to and Subscribed before me this the day of , 20 .

My Commission Expires:

NOTARY PUBLIC

I acknowledge and agree to the above terms.

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What a Purchase and Sale Agreement Is and When it Applies

A Purchase and Sale Agreement is a legally binding contract that records the terms under which real property will transfer from seller to buyer. It sets the purchase price, earnest money deposit, financing and inspection contingencies, closing date, and obligations for title and closing costs. The agreement governs risk allocation between parties, allocates responsibilities for repairs, and establishes remedies for breach. While parties often negotiate exhibits and addenda, the core agreement determines whether the transaction proceeds to closing or is terminated under specified conditions.

Why a Clear Purchase and Sale Agreement Matters

A well-drafted agreement reduces ambiguity, protects deposit funds, defines deadlines, and clarifies remedies for breach, making closings predictable and enforceable.

Why a Clear Purchase and Sale Agreement Matters

Who Typically Prepares and Signs This Agreement

The Purchase and Sale Agreement is used by parties and professionals involved in real property transactions.

  • Buyers and sellers negotiating the transfer of residential or commercial property.
  • Real estate brokers and agents who prepare or review contract terms for clients.
  • Lenders, title companies, and escrow officers who rely on the agreement to complete closing.

Core Sections to Include in a Professional Agreement

A complete Purchase and Sale Agreement covers parties, consideration, property description, contingencies, closing mechanics, and post-closing obligations to minimize disputes.

Parties

Full legal names and capacities for buyer and seller, including entity type and signing authority when corporations or LLCs are involved.

Purchase Price

Total price, allocation of deposit and balance due at closing, and conditions under which price adjustments apply, such as prorations or credits.

Property Description

Legal description or parcel number and street address; attach survey or addendum when precise boundaries or easements matter.

Contingencies

Inspection, financing, title, and appraisal contingencies with clear deadlines and procedures for cure, termination, or credit.

Closing Details

Closing date, location, escrow instructions, who pays closing costs, and required deliverables such as payoff letters or affidavits.

Representations

Seller and buyer statements about authority, condition of property, absence of undisclosed liens, and required disclosures under state law.

Step-by-Step: Completing a Purchase and Sale Agreement

Follow this sequence to prepare, review, and execute the agreement with minimal friction.

  • 01
    Drafting: Populate parties, price, and property details accurately before circulating for review.
  • 02
    Contingency Setup: Define inspection, financing, title deadlines, and required notices in clear, measurable terms.
  • 03
    Review: Have broker, lender, and counsel review terms and any addenda for consistency.
  • 04
    Execution: Obtain signatures, collect deposit, and distribute fully executed copies to escrow and title.

How to Configure an Online Signing Workflow

Set signer order, authentication, and field types to reflect the closing sequence and evidence needed for recordkeeping.

Field Configuration
Signer Order Seller then buyer then escrow agent
Authentication Email link or SMS code for signer verification
Conditional Fields Show lender fields only when financing contingency selected
Retention Save signed PDF and audit trail for statutory retention

Where to Send or File the Executed Agreement

After signatures, distribute copies to parties, escrow, title, and the lender; record the deed when instructed by escrow or title.

  • Escrow Agent: Holds deposit, manages closing funds, and coordinates closing date.
  • Title Company: Prepares title report, issues insurance, and handles recordation of the deed.
  • Lender: Receives executed documents required for loan underwriting and funding.
  • County Recorder: Records deed and related instruments to put title changes in the public record.

Digital Signing and File Format Considerations

Choose a platform that preserves PDFs, audit trails, and supports required authentication for your transaction.

  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • File Formats: PDF and DOCX accepted; signed PDFs preserved
  • Authentication: Email link, SMS code, or advanced methods

Common Deadlines and Timing Expectations

Contracts typically include fixed windows for inspections, financing, and closing; meet notice deadlines to preserve rights and deposits.

Inspection Period:

10 days typical; read the contract for exact deadline

Financing Contingency:

Often 21 to 30 days to secure loan commitment

Appraisal Deadline:

Usually aligned with financing contingency timing

Closing Date:

Set calendar date for transfer and funding

Title Objection Deadline:

Short window before closing to raise title issues

Key Transaction Milestones from Offer to Recordation

Track these milestones in sequence to avoid missed deadlines and default-triggering events.

01

Offer Accepted

Contract executed and earnest money placed into escrow

02

Inspection Complete

Buyer accepts or requests repair credit per timeline

03

Loan Approval

Lender issues commitment subject to closing conditions

04

Closing and Recordation

Deed recorded and funds disbursed to transfer title

Penalties and Risks from Incorrect or Incomplete Agreements

Deposit Forfeiture: Buyer may lose earnest money
Title Defects: Undisclosed liens can impede transfer
Missed Deadlines: Contingency loss or contract breach
Recording Delay: Leads to lien priority issues
Tax Exposure: Incorrect prorations affect tax reporting
Signature Disputes: May require affidavit or re-execution

Common Mistakes to Avoid When Preparing the Agreement

  • Using informal or incomplete property descriptions rather than the legal description from title documents which can block recording and clear title.
  • Failing to set firm, measurable deadlines for inspections, approvals, and financing which can result in unintended contract termination.
  • Leaving financing or appraisal contingencies vague or open-ended, increasing the risk that lenders will delay or deny funding.
  • Misstating buyer or seller legal names or signing without proper corporate authority, producing enforceability and title chain issues.

Real-world Examples of Electronic Execution in Property Deals

These concise case summaries show how electronic workflows address common transaction pain points for real estate professionals.

Martin Properties

Many rural closings required remote execution due to schedule conflicts

  • Platform used for remote signatures and audit trails
  • I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently.

Optica Ventures

Investment fund needed faster turnaround on LOIs and PSAs

  • Centralized templates reduced negotiation time
  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

eSignature Vendor Pricing and Feature Snapshot for Closing Documents

Compare basic pricing and select technical features relevant to signing Purchase and Sale Agreements; signNow is listed first for direct comparison.

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 Varies by plan Varies by plan
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 by plan Varies by plan Varies by plan

Security and Compliance Features Relevant to Closing Documents

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
SOC 2: SOC 2 Type II certification available
HIPAA: HIPAA-compliant with BAA required
21 CFR Part 11: Compliant for regulated records when configured
ISO: ISO 27001 certified
Accessibility: WCAG 2.0 Level AA support

Frequently Asked Questions and Practical Answers

Answers to common legal, technical, and procedural questions when preparing or executing a Purchase and Sale Agreement.


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