Can this document be signed electronically?

Yes. Electronic signatures satisfy legal requirements under the ESIGN Act (15 U.S.C. ch. 96) and UETA when applicable, provided intent, consent, attribution, and retention are met. Certain categories such as wills or court orders remain exceptions to electronic execution.

Does a Sales Intent to Sell create a binding contract?

Usually no. It typically records intent and may trigger internal obligations but does not transfer title or create a binding sale unless the parties execute a purchase agreement with required elements. Draft wording carefully to reflect intended legal effect.

What if the signer lacks authority?

If a signer lacks authority, the document may be unenforceable against the represented entity. Verify corporate authorization, board resolutions, or power-of-attorney before execution. If discovered post-signature, obtain ratification or corrected execution to cure defects and preserve transaction timelines.

When will notarization be required?

Notarization is required for many real estate deeds and for recordation in public land records. Requirements vary by state and document type. Check local recording office rules; remote online notarization (RON) may be accepted where permitted under state law.

How do I revoke or cancel it?

Revocation typically requires a written, signed notice stating withdrawal of intent, delivered to known recipients. If binding obligations were created, revocation may not undo those obligations. Retain copies of revocation notices and update records to prevent reliance on rescinded intent.

How long should I keep originals?

Keep originals for the agreement term plus a recommended minimum of three years for tax and audit purposes. For real estate, retain records longer — consult IRC §6501(a) and applicable state rules for specific retention durations.

Sales Intent to Sell

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Sales Intent to Sell

Date:

Parties

Seller Seller Address Prospective Buyer / Recipient of Notice Buyer Address

Recitals

WHEREAS, Seller is the legal owner of the assets described below and intends to offer such assets for sale under the terms set forth in this Sales Intent to Sell (the Agreement);

WHEREAS, Buyer has expressed a good faith interest in acquiring the described assets and both parties desire to set forth the principal commercial terms, confidentiality obligations and procedures for negotiation and documentation of a definitive sale agreement;

WHEREAS, this document records the present intent of Seller to offer and of Buyer to consider acquisition subject to definitive documentation, due diligence and the terms below.

Scope of Sale / Description of Assets

Detailed description of the assets to be sold (include serial numbers, titles, inventory, intellectual property specifics, or business unit description as applicable)

Payment Terms

Total proposed sale price: $

Deposit or earnest money (if any): $ due within of execution of a definitive agreement.

Payment schedule and milestones (installments, closing allocation, escrow instructions)

Late payment fee: on overdue amounts, compounded monthly unless otherwise agreed in writing.

Term and Termination

This Sales Intent shall commence on the Start Date: and shall expire on the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Sales Intent by providing written notice to the other party at least days prior to the intended termination date. Termination of this Sales Intent shall not relieve either party of obligations incurred prior to termination.

Confidentiality

The parties acknowledge that in connection with the negotiation of this potential sale each may disclose confidential information. Each party shall hold confidential information in strict confidence and shall not disclose it to any third party except (i) to its officers, directors, counsel, accountants or advisors who have a need to know and who agree to maintain confidentiality, (ii) as required by law or regulatory authority, or (iii) as expressly permitted in writing by the disclosing party.

The confidentiality obligation shall continue for from the date of disclosure, provided that trade secrets shall remain protected for so long as they retain trade secret status.

Representations and Warranties

Seller represents that it has good and marketable title to the assets described in the Scope of Sale, that there are no undisclosed liens or encumbrances except as noted in writing, and that Seller has authority to negotiate and consummate the sale contemplated by this Sales Intent. Buyer represents that it has authority to evaluate and, if acceptable terms are reached, to enter into a definitive sale agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be in the courts of that state.

Entire Agreement

This Sales Intent contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, oral or written. No amendment or modification will be effective unless in writing and signed by both parties.

Miscellaneous

No party shall be bound to proceed with the transaction contemplated herein until a definitive purchase agreement has been executed by both parties. This Sales Intent is intended to record commercial terms and to create confidentiality and exclusive negotiation obligations only where expressly stated herein.

Seller Printed Name:

By:

Date:

Buyer Printed Name:

By:

Date:

What a Sales Intent to Sell Is and How It Is Used

Sales Intent to Sell is a concise written notice used to record a party's formal intention to offer specific property, inventory, or services for sale. It typically identifies the seller, the subject assets, proposed terms or price range, and any exclusive listing period or reservation of rights. The form can start commercial negotiations, trigger internal approvals, or notify interested buyers and agents. A Sales Intent to Sell is not always a binding sales contract; final transfer requires an executed purchase agreement. Electronic execution is accepted under ESIGN and UETA where applicable.

Why Documenting Intent Matters for Transactions

Use a Sales Intent to Sell to formalize the seller's position, create a clear record of proposed terms, and prompt internal or external processes such as approvals, marketing, or buyer outreach. It reduces misunderstandings and provides an auditable starting point for negotiations.

Who Typically Prepares and Receives This Notice

Typical users include sellers, listing agents, corporate sales teams, and legal or compliance staff preparing formal sale notices.

Individual sellers documenting intent prior to listing or negotiation online.
Broker or agent establishing exclusive listing period or marketing authority.
Corporate sales or asset managers starting approval workflows and audit records.

Organizations across real estate, M&A, retail liquidation, and equipment sales commonly use the form to align stakeholders and document timing.

Step-by-Step: Prepare and Execute a Sales Intent to Sell

Follow these sequential steps to prepare, execute, and route a Sales Intent to Sell in a compliant, auditable manner.

01

Prepare: Gather asset details, price, supporting documents, and signatory authority.
02

Draft: Complete form fields clearly and attach exhibits or photos.
03

Authorize: Obtain internal approvals, corporate sign-off, or power of attorney as required.
04

Execute: Sign, date, and distribute copies to stakeholders; retain an audit trail.

Typical Digital Workflow Settings for Sales Intent to Sell

Use these workflow settings to automate routing, reminders, and signer authentication for a Sales Intent to Sell.

Field	Configuration
Routing Order	Sequential signer order with optional parallel steps
Authentication	Email, SMS code, or KBA where higher assurance required
Reminders	Automated email reminders and escalation after set days
Attachments	Include exhibits, photos, title searches, or inventory lists
Retention Policy	Define retention period and archival method for signed records

Technical Requirements for eSubmission and Distribution

For eSubmission and distribution, confirm platform capabilities, file formats, and authentication options before initiating signatures.

File Types: PDF, DOCX, and Excel accepted formats.
Integrations: Connectors for CRMs and cloud storage.
Authentication: Email, SMS, SSO, and KBA options.

Key Deadlines and Timing to Track

Key timelines and deadlines to observe when issuing a Sales Intent to Sell, including response windows and filing or notarization expectations.

Effective Date:

Date specified on the form; begins any exclusive or notice periods.

Exclusive Listing Period:

Defined term for listing exclusivity, often 30–90 days.

Buyer Response Window:

Specify number of days buyers have to respond or submit offers.

Notarization Deadline:

If required, complete notarization before filing or transfer steps.

Record Retention Start:

Retention clock typically starts on execution or effective date.

Common Preparation Mistakes to Avoid

Using vague asset descriptions that omit serial numbers or legal identifiers, which complicates title transfer and may create disputes over what is being sold.
Failing to confirm signatory authority for corporate sellers, resulting in unenforceable documents or delays while obtaining ratification or power-of-attorney.
Missing required disclosures or consumer-facing consent language when the transaction implicates regulated areas, which can invalidate electronic consent under ESIGN.
Relying on a non-audited signature flow for high-value transfers; lack of authentication increases risk of fraud and later repudiation claims.

Risks and Potential Consequences of Errors

Unenforceability: May not create binding sale.

Title Issues: Risk of unclear asset transfer.

Tax Withholding: Incorrect TIN triggers backup withholding.

Notary Failure: Missed notarization can invalidate filing.

Regulatory Noncompliance: ESIGN exceptions may render e-signature invalid.

Fraud Risk: Weak authentication increases repudiation risk.

Security and Compliance Considerations for Electronic Execution

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest.

Audit Trail: Detailed timestamps, IP, and action logs.

Certifications: SOC 2 Type II and ISO 27001.

HIPAA: BAA available for protected health information.

21 CFR Part 11: Supports required controls for FDA-regulated records.

Access Controls: SSO, role-based permissions, two-factor options.

Pricing and Feature Snapshot — signNow and Major Competitors

Comparison of baseline pricing and common feature availability across major eSignature providers; signNow appears first per vendor order.

	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	Yes, 7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions About Sales Intent to Sell

Answers to frequent questions about completing, executing, and managing a Sales Intent to Sell, including electronic signing and validity concerns.

Need help? Contact support

Can this document be signed electronically?
Yes. Electronic signatures satisfy legal requirements under the ESIGN Act (15 U.S.C. ch. 96) and UETA when applicable, provided intent, consent, attribution, and retention are met. Certain categories such as wills or court orders remain exceptions to electronic execution.
Does a Sales Intent to Sell create a binding contract?
Usually no. It typically records intent and may trigger internal obligations but does not transfer title or create a binding sale unless the parties execute a purchase agreement with required elements. Draft wording carefully to reflect intended legal effect.
What if the signer lacks authority?
If a signer lacks authority, the document may be unenforceable against the represented entity. Verify corporate authorization, board resolutions, or power-of-attorney before execution. If discovered post-signature, obtain ratification or corrected execution to cure defects and preserve transaction timelines.
When will notarization be required?
Notarization is required for many real estate deeds and for recordation in public land records. Requirements vary by state and document type. Check local recording office rules; remote online notarization (RON) may be accepted where permitted under state law.
How do I revoke or cancel it?
Revocation typically requires a written, signed notice stating withdrawal of intent, delivered to known recipients. If binding obligations were created, revocation may not undo those obligations. Retain copies of revocation notices and update records to prevent reliance on rescinded intent.
How long should I keep originals?
Keep originals for the agreement term plus a recommended minimum of three years for tax and audit purposes. For real estate, retain records longer — consult IRC §6501(a) and applicable state rules for specific retention durations.

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