IDAHO RESIDENTIAL REAL ESTATE

PURCHASE AND SALE AGREEMENT

[// GUIDANCE: This template is drafted for the purchase and sale of fee-simple, single-family residential real property located in the State of Idaho. Insert, revise, or delete provisions to fit transaction-specific facts and client objectives. All bracketed provisions require customization before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

[// Markdown heading links auto-generate in most editors for quick navigation.]

1. DOCUMENT HEADER

1.1 Agreement Title; Parties

This Residential Real Estate Purchase and Sale Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [SELLER LEGAL NAME], a [state and entity type, or “individual”] (“Seller”); and
(b) [BUYER LEGAL NAME], a [state and entity type, or “individual”] (“Buyer”).

Seller and Buyer are each a “Party” and collectively the “Parties.”

1.2 Recitals

A. Seller is the fee simple owner of certain improved real property located at [PROPERTY STREET ADDRESS, CITY, COUNTY, ID ZIP] together with all buildings, fixtures, and appurtenant rights (the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and conditions set forth herein.
C. The Parties enter into this Agreement in consideration of the mutual covenants, representations, warranties, and agreements herein.

NOW, THEREFORE, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice versa. Section references are to this Agreement unless otherwise specified.

“Affiliate” – any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party.

“Agreement” – as defined in Section 1.1.

“Appraisal Contingency Period” – the period stated in Section 3.4(b).

“Business Day” – any day other than Saturday, Sunday, or Idaho–recognized legal holidays.

“Closing” – the consummation of the transaction described in Section 6.1.

“Closing Date” – [CLOSING DATE], or such other date mutually agreed in writing.

“Earnest Money” – the deposit described in Section 3.2.

“Financing Contingency Period” – the period stated in Section 3.4(a).

“Inspection Contingency Period” – the period stated in Section 3.4(c).

“Law” – any applicable federal, state, or local constitution, statute, rule, regulation, or ordinance, including the Idaho Seller’s Property Condition Disclosure Act, Idaho Code §§ 55-2501 et seq.

“Property” – as defined in Recital A.

“Purchase Price” – the consideration described in Section 3.1.

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale; Purchase Price

Subject to the terms hereof, Seller shall sell and convey, and Buyer shall purchase and accept, the Property for [PURCHASE PRICE WRITTEN OUT] U.S. Dollars (US$ [PURCHASE PRICE NUMERIC]) (the “Purchase Price”).

3.2 Earnest Money Deposit

(a) Within [NUMBER] Business Days after the Effective Date, Buyer shall deposit US$ [EARNEST MONEY] (the “Earnest Money”) with [ESCROW/TITLE COMPANY NAME] (“Escrow Agent”) by [wire transfer / cashier’s check].
(b) The Earnest Money shall be held in an interest-bearing trust account, with interest accruing to Buyer unless otherwise required by Law.
(c) The Earnest Money shall be applied to the Purchase Price at Closing or disbursed as otherwise provided herein.

[// GUIDANCE: Idaho does not impose a statutory escrow agent requirement, but using a licensed title company is customary and mitigates risk.]

3.3 Allocation of Purchase Price

At Closing, the Purchase Price shall be paid as follows:
(i) credit for the Earnest Money;
(ii) balance of cash from Buyer;
(iii) prorations and adjustments per Section 6.4.

3.4 Conditions Precedent; Contingency Periods

(a) Financing Contingency. Buyer’s obligation to close is conditioned on Buyer obtaining a written loan commitment for [LOAN AMOUNT] on terms no less favorable than [describe] within [NUMBER] days after the Effective Date (the “Financing Contingency Period”).
(b) Appraisal Contingency. Buyer may terminate this Agreement if an appraisal prepared by a licensed appraiser values the Property at less than the Purchase Price, provided Buyer delivers written notice within [NUMBER] days after receipt of the appraisal (the “Appraisal Contingency Period”).
(c) Inspection Contingency. Buyer may conduct any inspections, surveys, or investigations of the Property during the period ending [NUMBER] days after the Effective Date (the “Inspection Contingency Period”). Buyer may terminate based on unsatisfactory conditions by delivering written notice prior to expiration of such period.

3.5 Title and Survey

(a) Seller shall provide, at Seller’s cost, a current commitment for an owner’s policy of title insurance issued by [TITLE INSURER] in the amount of the Purchase Price (“Title Commitment”).
(b) Buyer shall have [NUMBER] days after receipt to object in writing to any defects. Seller shall have [NUMBER] days thereafter to cure. Failure to cure entitles Buyer either to terminate or to waive objections.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations

Seller represents and warrants to Buyer as of the Effective Date and again at Closing that:
(a) Seller holds fee simple title to the Property, free of all liens except Permitted Exceptions;
(b) Seller has full power and authority to execute and perform this Agreement;
(c) To Seller’s Knowledge, no material violations of Law exist on the Property;
(d) Seller has received no written notice of condemnation, eminent domain, or zoning changes affecting the Property;
(e) All improvements were constructed in compliance with applicable building codes;
(f) Seller has delivered to Buyer the statutory property disclosure form required under Idaho Code §§ 55-2501 et seq., fully and accurately completed.

4.2 Buyer’s Representations

Buyer represents and warrants that:
(a) Buyer has funds (or financing) sufficient to close;
(b) Buyer has the legal capacity and authority to execute and perform this Agreement;
(c) Buyer is acquiring the Property for [personal residence / investment] and not for unlawful purposes.

4.3 Survival

All representations and warranties of the Parties survive Closing for [NUMBER] months / “no survival”] unless otherwise stated.

5. COVENANTS & RESTRICTIONS

5.1 Seller’s Covenants Pending Closing

(a) Maintenance. Seller shall maintain the Property in substantially the same condition, ordinary wear excepted.
(b) Operations. Seller shall not further encumber or convey any interest in the Property without Buyer’s prior written consent.
(c) Access. Seller shall provide reasonable access for Buyer’s inspections.

5.2 Buyer’s Covenants

(a) Conduct of Inspections. Buyer shall restore any disturbance and indemnify Seller for damage or mechanic’s liens arising from Buyer’s inspections, subject to Section 7.1.
(b) Confidentiality. Buyer shall keep confidential all non-public information obtained during due diligence.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Buyer Default. Failure of Buyer to (i) deposit Earnest Money, (ii) deliver required documents, or (iii) close on the Closing Date, absent Seller default or failure of a contingency.
(b) Seller Default. Failure of Seller to convey title or otherwise perform any material obligation by Closing.

6.2 Notice; Cure

The non-defaulting Party must deliver written notice of default. The defaulting Party shall have [NUMBER] Business Days to cure (the “Cure Period”) unless the default is incapable of cure.

6.3 Remedies

(a) Buyer Default. Seller’s sole and exclusive remedy shall be to retain the Earnest Money as liquidated damages, whereupon neither Party shall have further liability, except for obligations stated to survive termination.
(b) Seller Default. Buyer may, at its election:
(i) terminate this Agreement and receive an immediate refund of the Earnest Money; or
(ii) seek the equitable remedy of specific performance to compel conveyance of the Property.
(c) No Consequential Damages. Neither Party shall be liable for consequential, special, or punitive damages.

[// GUIDANCE: Section 6.3 aligns with metadata—liability capped at Earnest Money, while preserving Buyer’s specific-performance right.]

7. RISK ALLOCATION

7.1 Indemnification – Limited

Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party (“Indemnified Party”) from any third-party claims arising from the Indemnifying Party’s breach of this Agreement, but only to the extent of actual, direct damages not exceeding the amount of the Earnest Money. The foregoing does not restrict Buyer’s right to specific performance under Section 6.3(b)(ii).

7.2 Limitation of Liability

Except for (a) willful misconduct, (b) claims made under Section 7.1, or (c) equitable relief expressly provided herein, each Party’s aggregate liability shall not exceed the Earnest Money.

7.3 Casualty and Condemnation

(a) Material Loss. If, prior to Closing, the Property suffers damage exceeding [PERCENTAGE]% of the Purchase Price or is condemned, Buyer may terminate and receive a refund of the Earnest Money.
(b) Minor Loss. Seller shall apply insurance proceeds to restore the Property or credit Buyer at Closing.

7.4 Insurance

Seller shall maintain property insurance until Closing. Buyer shall obtain homeowner’s insurance effective as of Closing.

7.5 Force Majeure

Neither Party shall be liable for delay or failure to perform caused by events beyond reasonable control (excluding financial incapacity), provided that performance is rendered within [NUMBER] days after cessation of the force-majeure event.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to conflict-of-laws principles.

8.2 Forum Selection

Any action or proceeding shall be brought exclusively in the state courts located in [COUNTY], Idaho.

8.3 Optional Arbitration

The Parties may elect to submit any dispute to binding arbitration administered by the [American Arbitration Association / other] under its Real Estate Arbitration Rules, provided both Parties initial below:

Seller Initials: _ Buyer Initials: _

If not mutually initialed, litigation in state court shall be the sole forum.

8.4 Injunctive Relief

The Parties acknowledge that monetary damages may be inadequate. Specific performance or other equitable relief may be sought to enforce Sections 3, 6, or 7 without the necessity of posting bond.

8.5 Jury Trial

The Parties do not waive and expressly retain any right to a trial by jury.

9. GENERAL PROVISIONS

9.1 Notices

All notices shall be in writing and deemed given when delivered by (i) personal delivery, (ii) nationally-recognized overnight courier, or (iii) certified U.S. mail (return-receipt requested) to the addresses below, or as later designated in writing.

Seller:
[SELLER NOTICE ADDRESS]

Buyer:
[BUYER NOTICE ADDRESS]

9.2 Amendments; Waivers

No modification or waiver is effective unless in a writing signed by the Party against whom enforcement is sought. A waiver on one occasion is not a waiver of any subsequent breach.

9.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an Affiliate or lender for financing purposes with notice to Seller.

9.4 Successors and Assigns

This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.5 Severability

If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.

9.6 Entire Agreement

This Agreement, together with all exhibits and schedules, constitutes the entire agreement and supersedes all prior discussions and writings.

9.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures transmitted electronically (e.g., via PDF or e-signature platform) are binding.

9.8 Time of Essence

Time is of the essence with respect to all dates and deadlines herein.

9.9 Further Assurances

Each Party shall execute and deliver documents and take further actions reasonably necessary to carry out this Agreement.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER:

[SELLER LEGAL NAME]
By: _____
Name: _____
Title: ________

Date: ________

BUYER:

[BUYER LEGAL NAME]
By: _____
Name: _____
Title: ________

Date: ________

[// GUIDANCE: Notarization is customary in Idaho for the warranty deed, not for the purchase agreement. If local practice or lender requires, add acknowledgment blanks here.]

EXHIBIT A – LEGAL DESCRIPTION OF THE PROPERTY

[Insert metes-and-bounds or subdivision description exactly as in Seller’s deed.]

EXHIBIT B – SELLER’S PROPERTY CONDITION DISCLOSURE

[Attach completed statutory disclosure form pursuant to Idaho Code §§ 55-2501 et seq.]

EXHIBIT C – LIST OF PERSONAL PROPERTY INCLUDED

[Identify appliances, fixtures, and other items to be conveyed.]

[// End of Document]