Unit Option Agreement Form

Unit Option Agreement Form

This Unit Option Agreement ("Agreement") is entered into as of by and between:

Parties

Recitals

WHEREAS, Owner is the legal owner of the real property and related unit described in Section 1 below and has authority to grant an option to purchase or lease that unit; and

WHEREAS, Optionee desires to obtain an exclusive option to purchase or lease the unit subject to the terms and conditions set forth in this Agreement, and Owner is willing to grant such option in exchange for the consideration and undertakings provided in this Agreement; and

WHEREAS, the parties intend that this Agreement establish the complete and binding terms governing the option rights, exercise procedures, payment obligations, confidentiality, and dispute resolution between them.

1. Unit Description and Scope of Work

Unit Identifier:

2. Option Grant; Exercise

Owner hereby grants to Optionee an exclusive option to purchase/lease the Unit on the terms contained herein (the "Option"). The Option may be exercised only in accordance with the Exercise Procedure set forth in Section 6 and during the Option Period set forth in Section 4.

3. Payment Terms

The Option Fee shall be non-refundable except as expressly provided in this Agreement. If Optionee timely exercises the Option, Owner shall credit the Option Fee against the purchase/lease price as provided above. Late payments bear interest and may constitute default under Section 8.

4. Term and Termination

Option Period Commences:

Option Expires:

Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured for the notice period provided above. Termination of the Option prior to its exercise shall not relieve either party of obligations that by their terms survive termination.

5. Confidentiality

Each party shall hold in confidence and not disclose to any third party any Proprietary Information received from the other party in connection with this Agreement, except to the extent disclosure is required by law or is necessary to enforce rights under this Agreement. "Proprietary Information" includes business, financial, technical, and other non-public information disclosed by a party that is marked confidential or that reasonably should be understood to be confidential.

The confidentiality obligations shall survive termination or expiration of this Agreement for three (3) years, or longer if required by applicable law for certain categories of information.

6. Exercise Procedure

Exercise of the Option requires a written notice of intent to exercise delivered in accordance with the Notices section below within the Option Period. Upon timely exercise, the parties shall proceed to closing in accordance with the timetable set forth in the Exercise Notice or as otherwise agreed in writing.

7. Conditions Precedent

8. Defaults and Remedies

A party shall be in default if it materially breaches this Agreement and fails to cure within the notice period specified in Section 4. In the event of Optionee's uncured default, Owner may terminate the Option and retain the Option Fee as liquidated damages to the extent permitted by law, without limiting any other remedies. In the event of Owner's uncured default, Optionee may seek specific performance, damages, or other equitable relief.

9. Assignment; Binding Effect

Optionee may not assign the Option except with Owner's prior written consent, which shall not be unreasonably withheld. Owner may assign its interest in this Agreement provided that any assignee assumes Owner's obligations hereunder. This Agreement binds and benefits the parties and their permitted successors and assigns.

10. Insurance; Risk of Loss

Unless otherwise agreed, Owner shall maintain property insurance on the Unit through the Option Period. Risk of loss to the Unit remains with Owner until closing, except as otherwise provided in this Agreement.

11. Notices

All notices under this Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses provided above, or to such other address as a party designates by notice in accordance with this section.

12. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties agree to attempt good faith negotiation of disputes and, if unresolved, to submit disputes to binding arbitration in accordance with agreed-upon arbitration rules unless injunctive or other equitable relief is sought.

13. Entire Agreement; Amendment

This Agreement, including all exhibits and documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, and agreements. No modification or waiver of any provision shall be effective unless in a written instrument signed by both parties.

14. Miscellaneous Provisions

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Time is of the essence for all dates and deadlines set forth in this Agreement unless expressly stated otherwise.

Acknowledgment

Each party represents and warrants that it has the authority to enter into this Agreement, that the person signing below is authorized to bind the party, and that the party has read and understands all terms and conditions herein.

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