Real Estate Property Contract

REAL ESTATE PROPERTY CONTRACT

This Real Estate Property Contract (the "Agreement") is made and entered into as of by and between Seller: , whose principal place of business or residence is , and Buyer: , whose principal place of business or residence is .

RECITALS

WHEREAS, Seller is the lawful owner of certain real property and improvements located at (the "Property");

WHEREAS, Buyer desires to purchase the Property and Seller desires to sell the Property upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the complete terms and conditions of the sale and purchase of the Property.

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

1. PROPERTY

1.1 Description. Seller agrees to sell and convey, and Buyer agrees to purchase, the real property commonly known as , together with all buildings, improvements, fixtures, and appurtenances thereto. Legal description is as follows:

2. PURCHASE PRICE AND PAYMENT

2.1 Purchase Price. The purchase price for the Property shall be $ (the "Purchase Price"), payable as follows:

(a) Earnest Money Deposit: Buyer shall deliver to the Escrow Agent an earnest money deposit in the amount of $ within days after the Effective Date. The deposit shall be held in escrow and credited to the Purchase Price at Closing.

(b) Balance at Closing: The balance of the Purchase Price shall be paid at Closing by certified funds, wire transfer, or other immediately available funds.

3. CLOSING

3.1 Closing Date. The closing of the sale ("Closing") shall occur on or before , unless a different date is agreed in writing by the parties.

3.2 Place of Closing. Closing shall take place at the office of the Escrow Agent or Title Company mutually agreed by the parties, or at such other place as the parties may agree in writing.

4. TITLE; SURVEY; CONDITION

4.1 Title. At Closing, Seller shall convey marketable fee simple title to the Property by general warranty deed, free and clear of all liens and encumbrances except those matters to be permitted pursuant to this Agreement. Seller shall deliver to Buyer, at Seller's expense, an owner's title insurance policy in the amount of the Purchase Price insuring Buyer's title, subject only to standard printed exceptions and those exceptions consented to by Buyer in writing.

4.2 Survey. If Buyer elects to obtain a survey, Buyer shall do so at Buyer's expense. Seller shall reasonably cooperate in providing access and documents for any survey.

4.3 Condition; As-Is. Except as expressly set forth in Section 5 (Representations and Warranties), Buyer accepts the Property in its present physical condition on the date of this Agreement. Seller shall maintain the Property in substantially the same condition until Closing, ordinary wear and casualty excepted.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller's Representations. Seller represents and warrants to Buyer, as of the Effective Date and as of Closing, that: (a) Seller is the sole owner of the Property and has full right and authority to enter into this Agreement and to convey the Property; (b) there are no pending actions, suits, or proceedings affecting the Property that would materially impair Buyer's use of the Property; and (c) to Seller's knowledge, there are no material violations of applicable building, zoning, environmental or land use laws on the Property, except as disclosed in writing to Buyer.

5.2 Buyer's Representations. Buyer represents that Buyer has authority to enter into this Agreement and that Buyer has the financial ability to complete the purchase in accordance with the terms hereof.

6. INSPECTIONS AND DUE DILIGENCE

6.1 Inspection Period. Buyer shall have days from the Effective Date to complete all inspections and investigations of the Property (the "Inspection Period"). Buyer shall provide written notice to Seller of any items Buyer wishes Seller to cure or to negotiate prior to the expiration of the Inspection Period. If Buyer does not provide such notice, Buyer shall be deemed to have accepted the condition of the Property.

6.2 Access. Seller shall provide reasonable access to the Property for Buyer's inspectors, contractors and agents, provided Buyer gives reasonable advance notice and does not unreasonably interfere with occupancy.

7. DEFAULT; REMEDIES

7.1 Seller Default. If Seller fails to perform any of Seller's obligations under this Agreement, Buyer may elect, as its sole remedy, to (a) terminate this Agreement and receive return of the Earnest Money, or (b) pursue specific performance of this Agreement, in addition to such other remedies as may be available at law or in equity.

7.2 Buyer Default. If Buyer fails to perform Buyer's obligations hereunder (other than as a result of Seller's uncured default), Seller may elect to retain the Earnest Money as liquidated damages, which the parties agree is a reasonable estimate of Seller's damages, or pursue specific performance or other remedies available at law or equity.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, claims, damages and costs (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties or covenants under this Agreement, or its negligent or willful acts or omissions in connection with this Agreement.

9. RISK OF LOSS

If, prior to Closing, the Property is materially damaged or destroyed by fire or other casualty, Seller shall promptly notify Buyer. If the cost to repair such damage is reasonably estimated to exceed $, Buyer may elect to (a) terminate this Agreement and receive return of the Earnest Money, or (b) proceed to Closing and receive an assignment to Buyer of any insurance proceeds payable to Seller.

10. CLOSING COSTS; PRORATIONS

10.1 Closing Costs. Unless otherwise agreed in writing, Seller shall pay for the documentary transfer tax and Seller's outstanding liens, and Buyer shall pay for the title insurance premium (owner's or lender's where applicable), recording fees required for Buyer's financing, and Buyer's lender fees. Each party shall pay its own attorneys' fees.

10.2 Prorations. Real property taxes, rents, assessments, utilities and other customary proratable items shall be prorated as of the Closing Date.

11. NOTICES

Seller Notice Address

Buyer Notice Address

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by commercial courier, by certified mail (return receipt requested), or by email confirmed in writing, to the addresses set forth above or to such other address as either party designates in writing.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if both parties so agree in writing; otherwise disputes shall be resolved in the state or federal courts located in the county where the Property is situated.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS

13.1 Entire Agreement. This Agreement (including all exhibits and schedules referenced herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether written or oral.

13.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

13.3 Amendments; Waiver. This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

14. COUNTERPARTS; AUTHORITY

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. Each person executing this Agreement represents and warrants that he or she has full authority to execute this Agreement on behalf of the party for whom they sign.

MISCELLANEOUS

14.1 Further Assurances. Each party shall execute and deliver such further instruments and do such further acts as may be reasonably required to carry out the purposes of this Agreement.

14.2 Survival. All representations, warranties and indemnities in this Agreement shall survive Closing to the extent permitted by law.

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