Turnkey Real Estate Agreement

TURNKEY REAL ESTATE AGREEMENT

This Turnkey Real Estate Agreement (the "Agreement") is made as of by and between Provider Name: (referred to herein as "Provider") and Buyer Name: (referred to herein as "Buyer"). Provider and Buyer are sometimes referred to collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Provider is engaged in the business of acquiring, renovating, and delivering residential real property to buyers in a condition suitable for immediate rental or resale; and

WHEREAS, Buyer desires to purchase the real property and improvements described below on a turnkey basis, and Provider desires to provide the property, together with the renovation, repair and other services described in this Agreement, subject to the terms and conditions herein.

WHEREAS, the Parties intend that Provider perform all work necessary to deliver the Property in a completed state free of material defects, subject to the warranties and limitations set forth in this Agreement.

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. DEFINITIONS

1.1 "Property" means the real property and improvements located at , including all fixtures and items described in Schedule A attached hereto and incorporated herein.

1.2 "Turnkey Work" or "Work" means the repair, replacement, renovation, permitting, inspections, and all services and materials required for complete delivery of the Property pursuant to the Scope of Work set forth in Section 2 and Schedule A.

2. SCOPE OF WORK

2.1 Provider shall perform the Turnkey Work described in detail in the Scope of Work below. Provider warrants that all Work shall be performed in a good and workmanlike manner in accordance with industry standards and applicable codes and regulations.

3. PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The total purchase price for the Property (the "Purchase Price") shall be $, payable as set forth below.

3.2 Earnest Money. Upon execution of this Agreement, Buyer shall deposit earnest money in the amount of $ to be held in escrow by and applied to the Purchase Price at Closing.

3.3 Retention/Holdback. At Closing, Buyer may retain a holdback in the amount of $ to secure completion of punch-list items, as described in Section 5.

4. SCHEDULE; COMPLETION AND DELIVERY

4.1 Completion Date. Provider shall substantially complete the Work no later than (the "Completion Date"), subject to adjustments for Force Majeure and Change Orders.

4.2 Delivery. "Delivery" occurs when Provider notifies Buyer that the Work is substantially complete and provides notice of availability for inspection and Closing. Provider shall deliver possession to Buyer at Closing free and clear of liens arising from Provider's contractors to the extent Provider has satisfied the lien indemnity obligations set forth in Section 11.

5. INSPECTION, ACCEPTANCE AND PUNCH LIST

5.1 Inspection Period. Buyer shall have a period of days following Provider's notice of substantial completion to inspect the Property and provide a written punch list of items requiring correction.

5.2 Completion of Punch List. Provider shall complete all reasonable punch list items within days after receipt of the punch list. Any disputed items shall be resolved in accordance with Section 13 (Dispute Resolution).

6. TITLE, CLOSING AND RISK OF LOSS

6.1 Title. At Closing, Provider shall convey marketable title to the Property by general warranty deed (or equivalent) free and clear of all liens and encumbrances, except for those items approved in writing by Buyer prior to Closing.

6.2 Closing. Closing shall occur on or before at a mutually agreed location or remote exchange, at which time the Purchase Price, adjusted for any credits, prorations, and holdbacks, shall be paid in immediately available funds.

6.3 Risk of Loss. Until Closing, Provider shall bear the risk of loss to the Property. If, prior to Closing, the Property is materially damaged, Provider shall promptly repair such damage at Provider's expense or Buyer may elect to terminate this Agreement and have earnest money returned, subject to the Parties' respective rights under this Agreement.

7. WARRANTIES; LIMITED REMEDIES

7.1 Provider Warranty. Provider warrants that for a period of months after Closing, the Work shall be free from defects in materials and workmanship, except for normal wear and tear and defects caused by Buyer or third parties. Provider's obligations under this warranty are limited to repair or replacement, at Provider's option.

7.2 Third-Party Warranties. Provider shall assign to Buyer, to the extent permitted, any transferable manufacturer or contractor warranties for fixtures, appliances, and systems installed as part of the Work.

8. REPRESENTATIONS AND COVENANTS

8.1 Provider represents and warrants to Buyer that: (a) Provider has full power and authority to enter into this Agreement; (b) to Provider's actual knowledge, there are no outstanding notices of violation of building codes or environmental laws materially affecting the Property other than as disclosed in writing to Buyer; and (c) all Work shall comply with applicable law and permit requirements.

8.2 Buyer represents and warrants to Provider that Buyer has the financial capacity to complete the purchase and will cooperate in good faith with all reasonable requests to facilitate Closing and inspection.

9. INSURANCE

Provider shall maintain builder's risk and general liability insurance covering the Property and the Work in commercially reasonable amounts until Closing. Provider shall provide certificates evidencing such insurance upon Buyer's request prior to Closing.

10. INDEMNIFICATION

Provider shall indemnify, defend, and hold harmless Buyer and Buyer's agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligence, willful misconduct, or failure to pay subcontractors resulting in liens against the Property, except to the extent caused by Buyer's negligence or breach.

11. DEFAULT AND REMEDIES

11.1 Provider Default. If Provider fails to substantially complete the Work by the Completion Date, or otherwise materially breaches this Agreement, Buyer may provide written notice of default and Provider shall have a reasonable cure period of days to cure. If Provider does not cure within such period, Buyer may pursue specific performance, termination, or damages in accordance with law.

11.2 Buyer Default. If Buyer fails to close in accordance with this Agreement, Provider may retain the earnest money as liquidated damages, or seek specific performance or other remedies available at law.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or registered or certified mail, return receipt requested, to the addresses below (or such other addresses as a Party may designate in writing).

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving performance. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; DISPUTE RESOLUTION

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. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration or litigation as selected by the non-breaching Party; recoverable remedies shall include costs and reasonable attorneys' fees to the prevailing Party.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all Schedules and exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

16. ASSIGNMENT

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to a successor entity in connection with a sale of substantially all of Provider's business or assets so long as the assignee assumes Provider's obligations hereunder in writing.

17. MISCELLANEOUS

The captions in this Agreement are for convenience only and shall not affect its interpretation. Time is of the essence with respect to all dates and deadlines set forth in this Agreement unless otherwise expressly stated.

18. ACKNOWLEDGMENT

Each Party acknowledges that it has read this Agreement, consulted with legal counsel as desired, and understands and accepts the terms and conditions contained herein.

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