Seller Disclosures Agreement

SELLER DISCLOSURES AGREEMENT

This Seller Disclosures Agreement (the Agreement) is made as of , by and between Seller Name: (Seller) and Buyer Name: (Buyer).

RECITALS

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

WHEREAS, Buyer has requested in connection with a potential purchase that Seller disclose known facts and conditions affecting the Property; and

WHEREAS, Seller agrees to provide the disclosures, representations, and certifications contained in this Agreement to induce Buyer to proceed with the transaction.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

"Property" means the real property and improvements identified above and more particularly described as:

2. SELLER REPRESENTATIONS AND DISCLOSURES

Seller represents, to the best of Seller's actual knowledge as of the date of this Agreement, the following statements are true. For each category checked "Yes", Seller shall provide a description of the condition, location, and any repairs or remediation undertaken or planned.

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

3. LEAD-BASED PAINT AND AGED PROPERTY

Has the Property been built prior to 1978? Yes No

4. CONVEYANCE OF FIXTURES AND PERSONAL PROPERTY

The following fixtures and items are to be conveyed with the Property at closing (check all that apply and describe condition or exclusions):

5. WARRANTIES, AS-IS SALE AND LIMITATIONS

Seller expressly discloses all matters set forth herein and, except for any express written repairs or warranties set forth in a separate agreement executed by Seller and Buyer, Seller sells the Property "as is" with respect to all latent and patent defects. Seller makes no other express or implied warranties of fitness or habitability except those expressly stated in writing.

Notwithstanding the foregoing, Seller warrants that all disclosures contained in this Agreement are true and correct to Seller's actual knowledge as of the date of execution and that Seller has no obligation to perform repairs not agreed in writing. Neither party shall be liable to the other for incidental or consequential damages arising from conditions disclosed herein, except for damages resulting from fraud or willful misrepresentation.

6. INDEMNIFICATION; SURVIVAL

Seller shall indemnify, defend, and hold Buyer harmless from and against any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from Seller's intentional misrepresentation or fraudulent omission in connection with the disclosures contained in this Agreement. Buyer's remedies for any breach of Seller's representations shall be limited to actual damages proven, except where fraud is established.

The representations, warranties, and indemnities contained in this Agreement shall survive closing for a period of two (2) years, except that claims based on fraud shall survive according to applicable law.

7. BUYER ACKNOWLEDGMENT

Buyer acknowledges receipt of Seller's Disclosures as set forth in this Agreement and understands that Buyer has the right to conduct inspections and investigations of the Property. Buyer further acknowledges that Buyer has read and understands the disclosures and that Buyer has had an opportunity to ask questions regarding the matters disclosed.

8. NOTICES

All notices hereunder must be in writing and shall be deemed received upon personal delivery, confirmed facsimile or electronic transmission with confirmed receipt, or three (3) business days after deposit in the U.S. mail, certified and postage prepaid, to the addresses set forth above, or to such other address as either party may designate in writing.

9. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. 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.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the substantive laws of the state in which the Property is located, without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

11. MISCELLANEOUS PROVISIONS

a) Interpretation: Headings are for convenience only and shall not affect interpretation. b) Remedies: The rights and remedies provided herein are cumulative and not exclusive. c) Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

d) Certification: Seller certifies under penalty of perjury that Seller's statements and disclosures in this Agreement are true, correct and complete to Seller's actual knowledge as of the date of signing.

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