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Standard Purchase and Sale Agreement

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STANDARD PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (the Agreement) is made and entered into as of Effective Date: by and between Seller Name: and Buyer Name: . Seller and Buyer are sometimes individually referred to as a Party and collectively as the Parties.

RECITALS

WHEREAS, Seller is the owner of the property commonly known as: (the Property), and holds good and marketable title thereto; and

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

WHEREAS, the Parties desire to set forth their agreements with respect to the purchase and sale of the Property.

NOW, THEREFORE

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

1. PROPERTY

1.1 Description. The Property consists of the real property and improvements located at the address set forth above and more particularly described as:

2. PURCHASE PRICE; DEPOSIT

2.1 Purchase Price. The total purchase price for the Property shall be $ (Purchase Price), payable as provided in this Agreement.

2.2 Earnest Money. Buyer shall deposit earnest money in the amount of $ (Earnest Money) with the Escrow Agent within days after the Effective Date. The Earnest Money shall be applied to the Purchase Price at Closing or disbursed in accordance with Section 12 (Default and Remedies).

3. CLOSING

3.1 Closing Date and Location. The closing of the purchase and sale (the Closing) shall occur on or before (Closing Date) at a location mutually agreed by the Parties or by electronic means if permitted by applicable law.

3.2 Closing Deliverables. At Closing, Seller shall deliver to Buyer a good and marketable deed conveying fee simple title free of all liens and encumbrances except those Permitted Exceptions set forth in this Agreement, and Buyer shall deliver the Purchase Price by wire transfer, certified funds, or other immediately available funds.

4. TITLE; SURVEY

4.1 Title Evidence. Seller shall, at Seller's expense, furnish to Buyer a title commitment and copies of all instruments of record affecting the Property showing title vested in Seller. Buyer shall have the right to object to any matters shown in the title evidence that materially impair the intended use or transferability of the Property within days after receipt of the title commitment.

4.2 Survey. If Buyer requests a new survey of the Property, Buyer shall obtain such survey at Buyer's expense and shall deliver the survey to Seller. Any matters revealed by the survey that are not Permitted Exceptions may be objected to by Seller or Buyer as provided in this Agreement.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller Representations. Seller represents and warrants to Buyer that, as of the Effective Date and as of Closing: (a) Seller has good and marketable title to the Property and the full right, power and authority to enter into and perform this Agreement; (b) there are no pending actions, suits, liens, judgments or governmental violations affecting the Property, other than those disclosed in writing to Buyer; and (c) all information concerning the Property provided by Seller to Buyer is true and correct in all material respects.

5.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement, that Buyer has sufficient funds or financing to perform its obligations at Closing, and that no action by Buyer is necessary to authorize the execution and delivery of this Agreement.

6. INSPECTIONS; AS-IS

6.1 Inspections. Buyer, at Buyer's expense, shall have the right to inspect the Property and to perform any tests, examinations and environmental assessments within days after the Effective Date. Buyer shall provide copies of all reports to Seller upon request.

6.2 AS-IS. Except as expressly set forth in Section 5 (Representations and Warranties), Seller sells the Property in its present condition without express or implied warranties as to fitness or condition, and Buyer acknowledges that Buyer has relied solely upon Buyer's own inspection and investigation.

7. RISK OF LOSS

If prior to Closing any portion of the Property is materially damaged or destroyed, Seller shall promptly notify Buyer. If such damage or destruction is not repaired prior to Closing so as to restore the Property to substantially the same condition as of the Effective Date, Buyer may elect by written notice to Seller received within days after receipt of Seller's notice either (a) to terminate this Agreement and receive a refund of the Earnest Money, or (b) to proceed to Closing and accept any insurance proceeds payable in connection with such damage.

8. PRORATIONS AND CLOSING ADJUSTMENTS

Real property taxes, assessments, utilities, homeowner association fees and other recurring charges shall be prorated as of the Closing Date. Seller shall be responsible for all amounts accrued through the day before Closing; Buyer shall be responsible for amounts accruing on and after the Closing Date. Any dispute concerning proration or adjustment shall be resolved by the Escrow Agent in accordance with customary practice in the county where the Property is located.

9. DEFAULT AND REMEDIES

9.1 Buyer Default. If Buyer fails to perform Buyer's obligations under this Agreement, Seller may terminate this Agreement by written notice to Buyer and elect to retain the Earnest Money as liquidated damages or seek specific performance and any other remedies available at law or in equity. The Parties agree that the Earnest Money is a reasonable estimate of Seller's actual damages and is not a penalty.

9.2 Seller Default. If Seller fails to perform Seller's obligations under this Agreement, Buyer may terminate this Agreement and receive a refund of the Earnest Money, or pursue specific performance and other remedies available at law or in equity.

10. CLOSING CONDITIONS

The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or before Closing of the following conditions precedent: (a) the representations and warranties of the other Party are true and correct in all material respects as of Closing; (b) each Party has performed all covenants and agreements required to be performed prior to Closing; and (c) no injunction, order or statute shall prohibit the consummation of the transactions.

11. NOTICES

All notices, demands or other communications required or permitted hereunder must be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below (or such other address as a Party designates by notice).

12. COSTS AND TAXES

Unless otherwise agreed in writing, Seller shall pay the cost of releasing existing mortgages and liens, and Buyer shall pay for lender's title insurance, recording fees necessary to transfer title to Buyer, and any new mortgage recording fees. Transfer taxes, documentary stamp taxes and comparable taxes shall be paid by unless otherwise required by applicable law.

13. ASSIGNMENT

Buyer shall not assign this Agreement or any of Buyer's rights hereunder without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any attempted assignment without such consent shall be void and of no force or effect.

14. MISCELLANEOUS

14.1 Governing Law. 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 conflict of law principles.

14.2 Entire Agreement. This Agreement, including all exhibits and addenda expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements, understandings and negotiations.

14.3 Severability. If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

14.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. The waiver by any Party of a breach of any provision shall not constitute a waiver of any other or subsequent breach.

14.5 Counterparts. 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. Signatures transmitted by electronic means shall be binding.

ADDITIONAL PROVISIONS

Seller Printed Name:

By:

Date:

Seller Title / Capacity:

Buyer Printed Name:

By:

Date:

Buyer Title / Capacity:

Enter text✕

What the Standard Purchase and Sale Agreement Covers

A Standard Purchase and Sale Agreement is a written contract that sets the terms for transferring ownership of property or assets between a buyer and a seller. It typically describes the parties, the property or goods, purchase price, deposit or earnest money, contingencies (inspections, financing), closing conditions, and date for transfer. The agreement allocates risk, sets timelines for inspections and financing, and establishes remedies for breach. Properly completed agreements reduce transaction uncertainty and provide a clear basis for closing, title transfer, and post-closing obligations.

Why a Standard Purchase and Sale Agreement Matters

A clear, legally enforceable agreement defines each party’s obligations, preserves financing and inspection contingencies, and documents payment terms and deadlines to avoid disputes.

Why a Standard Purchase and Sale Agreement Matters

Who Typically Prepares and Signs This Agreement

Common users include licensed real estate agents, attorneys, title companies, buyers, sellers, and lenders involved in the transaction.

  • Buyers and buyer representatives — review contingencies, secure financing, and deposit earnest money.
  • Sellers and listing agents — disclose property condition and deliver clear title at closing.
  • Lenders and title/escrow officers — verify liens, fund the transaction, and prepare closing statements.

Knowing the typical participants helps assign responsibilities for inspection, title review, escrow deposits, and closing logistics.

Essential Parts of a Professional Purchase and Sale Agreement

A professional agreement organizes deal terms clearly, assigns responsibility for contingencies, and includes exhibits such as disclosures, legal descriptions, and escrow instructions.

Parties

Full legal names for buyer and seller, including entity type and state of formation, to avoid identity disputes and ensure enforceable obligations.

Property Description

Precise legal description or SKU for goods, including parcel ID or serial numbers. Avoid informal addresses alone to prevent title issues.

Purchase Price

Total price, allocation of deposits, timing of payments, and acceptable payment methods; include proration of taxes or utilities if applicable.

Contingencies

Inspection, appraisal, financing, and title conditions with explicit deadlines and cure periods to preserve termination rights and obligations.

Closing Terms

Location, date, deed type, escrow instructions, required deliverables at closing, and who pays recording or settlement costs.

Representations

Seller warranties, buyer acknowledgements, indemnities, and survival clauses describing which promises persist after closing and for how long.

Required Data Elements at a Glance

Buyer Name: Exact legal name
Seller Name: Exact legal name
Property ID: Legal description
Purchase Price: Numeric amount
Effective Date: MM/DD/YYYY
Signature Block: Signer name and date

Step-by-Step: Completing the Agreement

Follow these sequential steps to prepare a clear agreement, confirm contingencies, collect signatures, and schedule closing.

  • 01
    1. Identify parties: Enter full legal names exactly as on ID or formation documents.
  • 02
    2. Describe property: Insert legal description or asset identifiers; attach exhibits if needed.
  • 03
    3. Set terms: Specify price, deposit, contingencies, and closing responsibilities.
  • 04
    4. Sign and file: Obtain signatures, notarize if required, and deliver to escrow/title.

How to Configure an Online Signing Workflow

Recommended online settings ensure correct routing, authentication, and storage when sending the agreement for signature.

Field and configuration table header Field Name | Recommended Setting
Primary signature field placement guidance Place signature | Require date field
Signer order and routing settings Sequential | Buyer then seller then escrow
Authentication level for signers Email + SMS code | Optional KBA
Document retention and notifications Save PDF | Email copy to all parties

Where to Send or File the Completed Agreement

After signatures, deliver copies to title/escrow, the lender, and both parties; record deed at county recorder if required.

  • Escrow or Title Company: Send final signed agreement and exhibits for closing and title clearance.
  • Lender / Underwriter: Provide executed documents needed for loan funding and conditions.
  • County Recorder: Record deed post-closing if transferring real property title.
  • Contracting Parties: Each party keeps an executed copy for their records.

Digital Signing and eSubmission Requirements

Choose a platform that produces an audit trail, supports required authentication, and preserves a secure signed copy for closing and title work.

  • File formats supported: PDF and DOCX
  • Authentication options: Email, SMS, KBA
  • Integration availability: Works with major CRMs

Typical Deadlines and Time-Sensitive Dates

Common contract dates include the effective date, inspection period, financing deadline, and the scheduled closing date; track these carefully.

Effective Date of Agreement:

Date when contract obligations begin; often triggers contingency timers.

Inspection Period Deadline:

Final day for buyer to conduct inspections and deliver objections.

Earnest Money Deposit Due Date:

Date buyer must deposit funds into escrow per contract terms.

Financing Contingency Deadline:

Lender approval deadline that preserves buyer’s right to terminate.

Closing Date:

Date for deed transfer, funds disbursement, and recordation steps.

Risks and Consequences of Errors or Omissions

Title defects: Can delay or void closing
Financing failure: Buyer or seller losses
Missing disclosures: Regulatory penalties possible
Incorrect legal description: Recording rejection risk
Late closing: Liquidated damages exposure
Unsigned addenda: Terms may be unenforceable

Common Mistakes to Avoid

  • Using informal property descriptions instead of the recorded legal description causes delays and title objections during escrow.
  • Failing to attach or reference required disclosures or exhibits leads to disputes over what terms were agreed at signing.
  • Entering ambiguous financing terms or vague deadlines can eliminate termination rights and create unexpected liability for parties.
  • Not verifying signatory authority for corporate or trust sellers results in invalid conveyances and requires corrective documents.

eSignature Vendor Comparison for Purchase and Sale Workflows

This comparison shows representative plan and capability differences for common eSignature vendors used with purchase and sale agreements.

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 plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions and Troubleshooting

Answers to common legal, signature, and procedural questions when using a Standard Purchase and Sale Agreement and eSignature workflows.


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