Can this be signed electronically?

Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. §7001) and UETA in most states for commercial agreements; exceptions like wills or certain court filings remain excluded. Ensure intent, consent, attribution, and reliable record retention are documented.

Is notarization required?

Not usually for the contingency agreement itself, but real estate conveyances, deeds, and some state-specific forms require notarization or witnesses. For remote notarization, verify state RON requirements including identity proofing, recording, and retention rules.

Who can sign on behalf of a company?

An authorized officer or agent with corporate authority may sign. Verify authority with corporate resolution or power of attorney; include signer capacity and title in the signature block to prevent challenges to validity.

What if a contingency is not met?

Follow specified remedies: terminate, extend, cure, or allocate negotiated adjustments per the agreement. Absent clear remedies, parties may face disputes; documenting process reduces litigation risk and preserves deposit handling rules.

Can contingencies be waived?

Yes. A party may waive a contingency if the agreement allows and waiver follows the prescribed notice and execution process. Written waiver with signature is recommended to establish consent and prevent later disputes.

How to correct errors after signing?

Use a written amendment signed by all parties or mutual rescission and re-execution. Notarization may be required for some corrections. Maintain a version history and retain prior copies for potential disputes.

Electronic Signature
Templates
Finance
Sales Contingency Agreement

Sales Contingency Agreement

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SALES CONTINGENCY AGREEMENT

This Sales Contingency Agreement (the "Agreement") is entered into by the parties identified below as of the Effective Date. The parties agree that the obligations set forth herein create enforceable rights and remedies in the event contingencies are not timely satisfied or properly removed in accordance with this Agreement.

Parties and Transaction

Seller Name:

Seller Address

Buyer Name:

Buyer Address

Effective Date:

Description of Asset or Property Subject to Sale

Purchase Terms

Purchase Price: $ Deposit (Earnest Money): $

Escrow Agent / Holder

Anticipated Closing Date: Possession Date:

Contingencies

The obligations of the parties to consummate the sale are expressly contingent upon the satisfaction or written waiver of the following conditions within the time frames provided:

Financing contingency: Buyer obtaining loan approval on commercially reasonable terms acceptable to Buyer.

Loan Amount: $ Interest Rate: Financing Deadline:

Sale-of-buyer-property contingency: Buyer's obligation is contingent upon closing the sale of the Buyer's identified property by:

Inspection / Due Diligence contingency: Buyer to complete inspections and approvals within days of Effective Date.

Appraisal contingency: Appraised value equal to or greater than Purchase Price.

Title and survey contingency: Buyer obtains marketable title and acceptable title insurance commitment.

Other contingency (describe):

Other Contingency Details

Contingency Removal Deadline: If contingencies are not satisfied or waived by this date, either party may terminate the Agreement as provided below.

Representations, Warranties and Covenants

Seller represents and warrants that Seller has full authority to sell the asset, there are no undisclosed liens or encumbrances except as disclosed in writing to Buyer, and there is no pending litigation that would reasonably affect the transfer. Seller covenants to deliver title at closing free of liens except as agreed in writing.

Buyer represents and warrants that Buyer has the authority to enter this Agreement and will act in good faith and commercially reasonable efforts to satisfy contingencies within the specified time frames.

Escrow, Deposits and Remedies

Deposits shall be held in escrow by the Escrow Agent and released in accordance with the terms of this Agreement. If Buyer fails to timely perform after contingencies are satisfied or waived, Buyer shall forfeit the deposit as liquidated damages unless otherwise agreed in writing.

Deposit forfeiture as sole remedy for Buyer's uncured material default. Liquidated damages amount (if different from deposit): $

Escrow Instructions and Special Payment Terms

Closing; Possession

Closing shall occur at the Closing Location and at the time designated in the closing statement. Parties shall cooperate in good faith to deliver instruments, pay costs, and satisfy closing conditions.

Closing Location

Notices; Governing Law

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party shall designate in writing.

Notice — Seller Contact Details Notice — Buyer Contact Details

Governing Law: Venue for disputes shall be the appropriate state or federal court located within the governing jurisdiction unless otherwise agreed.

Default; Remedies; General Provisions

If a party materially breaches this Agreement and fails to cure within any applicable cure period, the non-breaching party may pursue all remedies available at law or equity, including specific performance where appropriate. Remedies provided in this Agreement are cumulative and not exclusive.

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes prior negotiations and agreements. No amendment shall be effective unless in writing and signed by both parties. If any provision is held invalid, the remainder shall remain in full force.

Additional Terms and Conditions

By signing below, each party certifies that it is authorized to enter this Agreement and that the signatory has read, understands, and agrees to be bound by all terms and conditions contained herein.

Seller:

By:

Date:

Buyer:

By:

Date:

What a Sales Contingency Agreement Is

A Sales Contingency Agreement is a written contract that makes the sale of goods, property, or services conditional on specified events or approvals. Typical contingencies include financing approval, satisfactory inspection, buyer sale of an existing property, clear title, or regulatory consent. The agreement sets the timeframes, actions required to satisfy contingencies, and remedies if conditions are unmet. Parties use it to allocate risk, document obligations, and preserve rights pending final performance. While often used in real estate and business asset sales, contingency clauses appear in many commercial agreements to manage uncertainty.

Why a Sales Contingency Agreement Matters

Using a Sales Contingency Agreement clarifies each party's obligations, limits exposure if conditions fail, and creates enforceable timelines for satisfying contingencies. It reduces disputes by documenting required actions and remedies, enabling efficient negotiation and risk allocation before closing.

Who Typically Uses This Agreement

Buyers, sellers, brokers, and attorneys commonly use this agreement when a transaction depends on financing, inspections, title clearance, or regulatory approval.

Real estate buyers seeking mortgage approval contingency before finalizing purchase.
Sellers protecting against failed buyer financing contingency or unsatisfied inspections.
Attorneys and brokers drafting clear deadlines and remedies in transactions.

Use by organizations of all sizes helps manage conditional obligations and provides a written record for enforcement or negotiation.

Core Elements Every Sales Contingency Agreement Should Include

Key elements of a professional Sales Contingency Agreement ensure clarity on conditions, timelines, obligations, remedies, and methods to satisfy or waive contingencies.

Contingency Description

Provide an objective, measurable description of the condition required for closing, including documentation standards, acceptance criteria, and any third-party reports or approvals needed to satisfy the contingency.

Deadlines

State precise dates and countdowns for satisfying, waiving, or extending contingencies; identify who may grant extensions and the process to request or document any extension.

Obligations

List specific actions each party must perform, such as ordering inspections, delivering financial documentation, providing access for appraisal, or procuring lender clearances within set timeframes.

Risk Allocation

Allocate responsibility for costs, deposit disposition, and who bears risk if a contingency is not satisfied, including whether deposits are refundable or forfeitable under defined scenarios.

Remedies

Define the remedies available, including termination rights, cure periods, refund of earnest money, or specific performance where appropriate and legally permissible in the governing jurisdiction.

Notice & Records

Specify permitted notice methods, required content for notices, recipient addresses, and the recordkeeping obligations for communications, evidence, and any audio-video recordings used in remote notarization.

Step-by-Step: Completing a Sales Contingency Agreement

Follow these steps to complete a Sales Contingency Agreement accurately and in enforceable form online.

01

Prepare Document: Assemble sale terms, contingencies, key dates, and full party details.
02

Define Conditions: Describe each contingency precisely, including triggers and required approvals.
03

Set Deadlines: Specify timeframes for satisfying or waiving each contingency.
04

Sign & Track: Obtain signatures, record dates, and monitor compliance to deadlines.

How to Configure an Online Workflow

Configure an online workflow to send, sign, and track the Sales Contingency Agreement with conditional routing and reminders.

Field	Configuration
Signer Order	Buyer → Lender → Seller in role-based order
Authentication	Email link plus SMS code for borrower
Conditional Fields	Show inspection deadline field only if inspection contingency selected
Reminders	Auto-remind signers at three and seven days before deadline

Typical eSigning Workflow for a Contingent Sale

Typical routing: upload agreement, place fields, send to parties, signer authenticates and executes, and system records the audit trail.

Upload: Add final PDF with editable fields
Assign: Place signature, initial, and date tags
Notify: Send email or link to signers
Complete: Signed copies and audit trail delivered

Platform and Format Requirements for Electronic Completion

Digital signing requires compatible PDFs, signer authentication, and secure audit trails to establish intent, attribution, and tamper evidence.

File Formats: PDF and DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA, SSO

Essential Information to Collect

Buyer Name: Full legal name as on ID

Seller Name: Full legal name as on ID

Property/Asset: Description and address or VIN

Consideration: Purchase price or value

Effective Date: Use MM/DD/YYYY date format

Signatures: Signer name, title, date

Common Preparation Mistakes to Avoid

Ambiguous contingency language leads to disputes over whether conditions have been met, creating litigation risk and delaying closings while parties seek clarification or court interpretation.
Missing deadlines or unspecified waiver procedures can convert a contingent sale into an open-ended obligation, increasing financial exposure and administrative burden.
Failing to identify the person authorized to waive a contingency often causes conflicting approvals and may invalidate attempted waivers.
Using informal confirmation methods (text or verbal) without written amendment risks unenforceability and creates ambiguity about intent and timing.

Potential Consequences of Errors

Failed Financing: Contract may terminate; deposit dispute

Inspection Failure: Buyer may rescind without penalty

Late Notice: Waiver disputed; timeline extended

Incorrect Names: Tax reporting and title issues

I-9/Employment: Retention requirements apply

Notarization Missing: State law could void signature

Key Deadlines to Track

Key deadlines govern when contingencies must be satisfied, waived, or extended; missing them can change parties' rights or trigger termination remedies.

Inspection Period:

Typically seven to fourteen days to complete inspections and report defects

Financing Contingency:

Deadline tied to lender commitment or loan approval date

Title Objection:

Buyer must object within specified days or accept title

Appraisal:

Appraisal contingency often aligns with financing timeline

Closing Date:

Final date where unsatisfied contingencies may permit termination

Supporting Documents to Attach

Supporting documents commonly attached to Sales Contingency Agreements reduce ambiguity and provide objective standards for satisfying conditions, inspections, and financial approvals.

Inspection Report

Attach a licensed inspector's report specifying defects, repair cost estimates, and criteria for acceptance; identify who pays remediation and whether repairs affect closing timelines or price adjustments.

Financing Proof

Include lender pre-approval letter, loan commitment conditional language, and required documentation checklist; state which lender conditions permit termination or extension of the contingency.

Title Report

Provide current title report showing liens or encumbrances, with seller obligations to clear defects or provide agreed remedies before closing to satisfy the title contingency.

Disclosure Forms

Attach required state or federal disclosure documents, such as property condition or lead-based paint disclosures, and state whether the contingency requires additional seller representations.

Practical Drafting and Review Practices

Adopt consistent drafting and review practices to reduce ambiguity, speed approvals, and protect party interests when using Sales Contingency Agreements.

Use plain language and measurable criteria

Draft contingencies with objective metrics, defined evidence, and clear deadlines; avoid subjective terms and ensure the measures are achievable and verifiable within the specified timeframe to minimize disputes, and include steps for cure and documentation.

Confirm authority and capacity to sign

Verify that signers have authority and capacity by checking corporate resolutions, powers of attorney, or title documentation; include signer capacity and title in the signature block to prevent challenges to validity.

Document notice methods and proof

Specify acceptable notice methods and require proof of delivery such as certified mail receipts, tracking numbers, or read receipts; maintain logs to evidence timely communications during dispute resolution and preserve copies of all correspondence.

Review lender and title requirements early

Obtain lender pre-approval conditions and preliminary title reports before drafting contingencies; aligning contractual timelines with lender requirements reduces renegotiation and closing delays and allocate responsibilities for cure costs and deadlines.

Comparing eSignature Providers for Executing Sales Contingency Agreements

Pricing and feature comparison for common eSignature providers used to execute Sales Contingency Agreements, shown with signNow first for vendor ordering.

	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 vendor	Varies by vendor	Varies by vendor	Varies by vendor
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	Limited to 100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

FAQs and Troubleshooting for Sales Contingency Agreements

Answers to frequent questions about forming, signing, and enforcing Sales Contingency Agreements, including e-signature and notarization concerns.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are valid under the ESIGN Act (15 U.S.C. §7001) and UETA in most states for commercial agreements; exceptions like wills or certain court filings remain excluded. Ensure intent, consent, attribution, and reliable record retention are documented.
Is notarization required?
Not usually for the contingency agreement itself, but real estate conveyances, deeds, and some state-specific forms require notarization or witnesses. For remote notarization, verify state RON requirements including identity proofing, recording, and retention rules.
Who can sign on behalf of a company?
An authorized officer or agent with corporate authority may sign. Verify authority with corporate resolution or power of attorney; include signer capacity and title in the signature block to prevent challenges to validity.
What if a contingency is not met?
Follow specified remedies: terminate, extend, cure, or allocate negotiated adjustments per the agreement. Absent clear remedies, parties may face disputes; documenting process reduces litigation risk and preserves deposit handling rules.
Can contingencies be waived?
Yes. A party may waive a contingency if the agreement allows and waiver follows the prescribed notice and execution process. Written waiver with signature is recommended to establish consent and prevent later disputes.
How to correct errors after signing?
Use a written amendment signed by all parties or mutual rescission and re-execution. Notarization may be required for some corrections. Maintain a version history and retain prior copies for potential disputes.

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