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Seller Instruction Direction

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SELLER INSTRUCTION DIRECTION

Effective Date:

Parties

WHEREAS

WHEREAS, Seller is the lawful owner of the goods, property or assets described as: (the "Property"); and

WHEREAS, Seller desires to instruct and authorize Agent to market, solicit offers for, negotiate the sale of, and deliver transfer instructions for the Property on the terms set forth in this Seller Instruction Direction; and

WHEREAS, Agent accepts such instruction and acknowledges the authority and limitations described in this document.

Scope of Work

Agent shall perform the following services on Seller's behalf in a commercially reasonable manner and in accordance with applicable law:

Seller authorizes Agent to engage third-party subagents and service providers as necessary to effectuate the sale. Seller retains the right to approve third-party advisors where such approval is stated in this document:

Payment Terms

Total Consideration / Commission Payable to Agent:

Late Payment: If any payment due to Agent is not received within days of its due date, interest and/or late fee will accrue at:

Term and Termination

This Instruction Direction commences on and expires on unless earlier terminated as provided herein.

Either party may terminate this Instruction Direction for convenience upon written notice to the other party delivered not fewer than days prior to the effective termination date. Termination will not relieve Seller of obligations to pay for services performed and costs reasonably incurred prior to termination.

Confidentiality

All non-public information exchanged between the parties in connection with this Instruction Direction shall be held in confidence and shall not be disclosed to any third party except (i) to prospective purchasers, brokers or advisors who need the information to effectuate the transaction and who are bound by confidentiality obligations, or (ii) as required by law or court order. Seller and Agent shall each use commercially reasonable measures to protect confidential information and shall be liable for unauthorized disclosures caused by their gross negligence or willful misconduct.

Representations, Warranties and Indemnity

Seller represents and warrants that Seller has full authority to instruct Agent with respect to the Property, that there are no undisclosed encumbrances that would materially impair Agent's ability to sell the Property, and that all information provided to Agent is true and correct in all material respects. Seller shall indemnify and hold Agent harmless from liabilities and expenses (including reasonable attorneys' fees) arising from Seller's breach of the foregoing representations, except to the extent caused by Agent's gross negligence or willful misconduct.

Governing Law

This Instruction Direction shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement

This Instruction Direction, together with any written attachments executed by the parties, constitutes the entire agreement between Seller and Agent with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and representations, whether oral or written. Any amendment to this Instruction Direction must be in writing and signed by both parties.

Additional Provisions

Disbursement Instructions / Escrow Agent (if applicable):

Notices shall be delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other party.

Seller:

By:

Date:

Agent:

By:

Date:

Enter text✕

What the Seller Instruction Direction Is and when it matters

Seller Instruction Direction is a focused written directive used by a seller to instruct escrow, title, closing agents, or custodial parties how to handle sale proceeds, payoffs, tax withholding, document delivery, and conditional releases at or after closing. It records routing for net proceeds, specific payoff amounts for liens or mortgages, contact and account details, and any holdback conditions tied to contingencies. The direction creates an auditable record for disbursement decisions and reduces ambiguity that otherwise causes post-closing delays, disputed payments, or additional reconciliation work for closing professionals.

Why a clear Seller Instruction Direction reduces closing friction

A concise Seller Instruction Direction protects seller interests by specifying payment routing, tax handling, and document custody while creating a paper trail for escrow and title. Clear instructions reduce phone calls, accelerate disbursement, and limit disputes over distribution after funds clear.

Why a clear Seller Instruction Direction reduces closing friction

Who typically prepares and relies on this document

Typical users include individual and corporate sellers, closing professionals, and title/escrow officers who need a written directive for fund handling and document transfers.

  • Individual sellers — set payout account, specify tax withholding, and provide forwarding address for documents.
  • Corporate sellers — identify authorized signers, provide account coding, and list lien payoff priorities.
  • Title and escrow officers — rely on the direction to confirm disbursement sequencing and required documentation before release.

When clear and complete, the direction helps all parties meet closing conditions and creates an audit trail for post-closing reconciliation.

Representative signer profiles

Individual Seller

A private owner who signs in a personal capacity. Provide government ID name, preferred bank account details, and contact phone or email. If using an agent, attach written authorization that matches the signature block to avoid disbursement holdbacks.

Corporate Seller

An authorized officer or registered agent signs on the entity's behalf. Include the legal entity name exactly as filed, the officer’s title, a corporate resolution or authorized signer certificate, and remit instructions tied to the corporate bank account to prevent delays.

Required information fields at a glance

Seller Name: Full legal name
Entity Type: Individual or business
Tax ID: SSN or EIN
Payee Account: Bank routing and account
Closing Agent: Title/escrow contact
Signature Block: Signer name and date

Step-by-step: completing and delivering the instruction

Follow a short sequential process to prepare, verify, and deliver clear instructions to closing parties.

  • 01
    Draft: Populate seller and payee fields, list payoffs and conditional holds.
  • 02
    Attach supporting docs: Add payoff statements, W-9/W-8, authorization letters, and ID copies.
  • 03
    Review with closing agent: Confirm timing, wire cutoff, and any escrow holdback amounts.
  • 04
    Sign and deliver: Sign, notarize if required, and send via secure channel.

How to configure an online workflow for Seller Instruction Direction

Map each field to a digital workflow step to automate routing, sign-off, and recordkeeping.

Field Configuration
Routing Order Sequential or parallel signer routing
Authentication Email link, SMS code, or advanced auth
Attachments Require W-9, payoff letters, IDs
Audit Trail Capture timestamps, IP, and signer actions

Where the Seller Instruction Direction goes during closing

A typical routing path ensures escrow receives, verifies, and relies on the direction before funds are disbursed.

  • Seller: Signs and submits to closing agent or designated escrow officer.
  • Escrow / Title: Verifies supporting documents, confirms payoffs, and schedules disbursement.
  • Lienholders: Receive payoff amounts as instructed, often via escrow wire.
  • Payee: Receives net proceeds via wire, check, or ACH per instructions.

Delivery options and technical requirements

Choose a secure delivery channel and file format that your title/escrow provider accepts.

  • File formats: PDF, DOCX, or digitally signed PDF
  • Authentication: Email link, SMS code, or two-factor
  • Integrations: CRM, NetSuite, or cloud storage

Ensure the receiving provider supports your chosen authentication and retention requirements before sending digitally.

Key timing considerations and common deadlines

Timing affects when funds are available and which tax or reporting deadlines may apply; coordinate early with closing personnel.

Instruction submission window:

Provide at least 2–3 business days before closing

Wire cutoff times:

Confirm bank wire deadlines with escrow agent

W-9 provision:

W-9 furnished upon request; no fixed federal deadline

1099 reporting:

Form 1099-NEC due to recipient and IRS by Jan 31

I-9 retention note:

Keep employment verification per 8 CFR §274a.2

Milestones from instruction to final disbursement

Track these sequential milestones so each responsible party knows when to act and what to confirm.

01

Draft and sign

Seller drafts direction and signs or e-signs the document.

02

Escrow verification

Title/escrow confirms payoffs, taxes, and document completeness.

03

Funds received

Escrow receives cleared funds from buyer or lender.

04

Final disbursement

Escrow releases net proceeds per instructions and records transaction.

Common pitfalls to avoid when preparing instructions

  • Incomplete bank details causing returned wires and delayed settlements if account or routing numbers are mistyped.
  • Failing to attach creditor payoff statements, which forces escrow to obtain updated payoffs and delays disbursement.
  • Using informal signer names that do not match ID or formation documents, resulting in additional verification steps.
  • Not specifying tax treatment (e.g., FIRPTA or backup withholding) when required, triggering late withholding or reporting corrections.

Short list of financial and compliance risks

Backup Withholding: 24% if missing TIN
Late Payoff Fees: Accrues interest or penalties
Wire Rejection: Returned funds and bank fees
Misapplied Funds: Reconciliation costs
Notarization Error: Delays or invalidation
Record Loss: Audit or legal exposure

Real-world examples of Seller Instruction Directions in practice

These brief arcs show how sellers and organizations used written directions to streamline closing and reduce follow-up work.

Martin Properties — Tim Martin, Founder

A small portfolio seller standardized a direction template to capture payee account and payoff figures.

  • The standardized form minimized last-minute phone calls.
  • As a result, closing turnaround shortened and reconciliation errors dropped, allowing the team to process multiple closings per week without additional administrative hires.

Optica Ventures — Brian Fitzgibbons, COO

A corporate seller used a documented direction with attached payoff statements and a corporate resolution.

  • The escrow officer executed funds routing without clarifying calls.
  • This reduced delay risk, produced an auditable trail for internal accounting, and accelerated funds availability for reinvestment.

Practical tips for accurate and efficient completion

Adopt consistent templates and validation checks to reduce manual errors and speed up processing.

Use exact legal names
Enter names exactly as on ID or formation documents; include DBA only as a secondary name to avoid mismatches.
Attach supporting documentation
Include payoff statements, W-9 or W-8, corporate resolutions, and ID to avoid repeated verification requests from escrow.
Confirm banking details
Verify ACH or wire information with the receiving bank and include account type to prevent rejected transfers.
Record and retain
Save signed copies and audit trails in secure storage for the applicable retention period and compliance inspections.

Typical e-sign vendor pricing and feature snapshot for Seller Instruction Direction workflows

Below is a concise vendor comparison focused on starting price and common features relevant to high-volume instruction routing; signNow appears first per table conventions.

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 Varies Varies Varies
Bulk Send Available (Business Premium) Verify Verify Verify Verify
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Verify Verify Verify Verify
Envelope Cap No cap 100 envelopes/user/year Verify Verify Verify

Frequently asked questions and troubleshooting

Answers to common operational and legal questions about using Seller Instruction Directions and electronic workflows.


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