RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Maryland)

[// GUIDANCE: This template is intended for transactions involving an existing single-family residence or residential condominium unit located in Maryland. Customize all bracketed items and confirm compliance with current state and local requirements before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Purchase and Sale
   3.2 Purchase Price; Earnest Money Deposit
   3.3 Financing Contingency
   3.4 Inspection Contingency
   3.5 Appraisal Contingency
   3.6 Title and Survey
   3.7 Property Condition; Maryland Statutory Disclosures
   3.8 Closing and Possession
4. Representations and Warranties
5. Covenants and Restrictions
6. Default and Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT
(this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

Seller: [SELLER LEGAL NAME], [individual / entity type], with a mailing address of [ADDRESS] (“Seller”).

Buyer: [BUYER LEGAL NAME], [individual / entity type], with a mailing address of [ADDRESS] (“Buyer”).

Seller desires to sell and Buyer desires to purchase the Property (defined below) on the terms set forth herein, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

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.

“Applicable Law” means all federal, state (including without limitation the Maryland Real Property Article), and local statutes, ordinances, regulations, and judicial or administrative orders governing the transaction contemplated hereby.

“Appraisal Contingency Period” has the meaning given in Section 3.5(a).

“Closing” means the consummation of the purchase and sale of the Property as described in Section 3.8.

“Closing Date” means [CLOSING DATE] or such other date as the Parties may mutually agree in writing.

“Earnest Money Deposit” or “EMD” has the meaning given in Section 3.2(b).

“Financing Contingency Period” has the meaning given in Section 3.3(a).

“Inspection Contingency Period” has the meaning given in Section 3.4(a).

“Property” means collectively:
(a) the real property located at [STREET ADDRESS, CITY/COUNTY, MD ZIP], being more particularly described in Exhibit A (the “Land”);
(b) all improvements situated thereon, including the residential dwelling and all fixtures attached thereto (the “Improvements”); and
(c) all rights, privileges, easements, and appurtenances pertaining thereto.

“Settlement Agent” means the Maryland-licensed title company or attorney designated pursuant to Section 3.8(a).

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Seller agrees to sell and convey, and Buyer agrees to purchase and accept, the Property on the terms and conditions of this Agreement.

3.2 Purchase Price; Earnest Money Deposit

a. Purchase Price. The total purchase price (the “Purchase Price”) is $[AMOUNT] payable as follows:
 (i) Earnest Money Deposit (credit at Closing) ............. $[EMD AMOUNT]
 (ii) Balance of Cash at Closing ....................................... $[BALANCE]

b. Earnest Money Deposit. Within [___] Business Days after the Effective Date, Buyer shall deposit the EMD with [ESCROW AGENT NAME] (“Escrow Agent”) by [wire / certified funds]. Escrow Agent shall hold and disburse the EMD strictly in accordance with this Agreement.

[// GUIDANCE: In Maryland, earnest money must be placed in a non-interest-bearing trust account of a licensed real estate broker, attorney, or title company in compliance with Md. Code, Bus. Occ. & Prof. §17-502 et seq.]

3.3 Financing Contingency

a. Period. Buyer’s obligation to Close is contingent upon Buyer obtaining a written loan commitment on or before [___] calendar days after the Effective Date (the “Financing Contingency Period”).

b. Failure to Obtain Financing. If Buyer is unable to secure such commitment after good-faith effort and delivers written notice to Seller within the Financing Contingency Period, either Party may terminate this Agreement and the EMD shall be returned to Buyer, less any escrow cancellation charges.

3.4 Inspection Contingency

a. Period. Buyer shall have [___] calendar days after the Effective Date (the “Inspection Contingency Period”) to conduct any inspections, tests, or studies of the Property at Buyer’s expense.

b. Notice of Deficiencies. Prior to expiration of the Inspection Contingency Period, Buyer may either:
 (i) approve the Property in writing (contingency deemed waived);
 (ii) deliver a written notice of specific defects requesting repairs or price adjustment; or
 (iii) terminate this Agreement, whereupon the EMD shall be returned to Buyer.

c. Seller Response. Within [] calendar days of receipt of Buyer’s notice under subsection (b)(ii), Seller shall elect to (A) agree to all Buyer requests, (B) propose alternate terms, or (C) refuse all requests. If Parties fail to reach written agreement within [] days thereafter, either Party may terminate this Agreement with EMD return to Buyer.

3.5 Appraisal Contingency

a. Period. Buyer shall, within [___] calendar days after the Effective Date (the “Appraisal Contingency Period”), obtain an appraisal by a licensed Maryland appraiser.

b. Low Appraisal. If the appraised value is less than the Purchase Price, Buyer may, before expiration of the Appraisal Contingency Period, (i) proceed to Closing at the Purchase Price, (ii) renegotiate the Purchase Price, or (iii) terminate this Agreement with EMD refund.

3.6 Title and Survey

a. Title Commitment. Within [___] days after the Effective Date, Settlement Agent shall provide Buyer a commitment for an owner’s policy of title insurance (the “Title Commitment”) together with legible copies of all exceptions.

b. Objections. Buyer shall have [] days after receipt to object in writing to any title matters that, in Buyer’s reasonable judgment, materially impair the value or use of the Property (“Title Objections”). Seller shall have [] days to cure any Title Objections. If Seller fails or elects not to cure, Buyer may (i) waive the Title Objections or (ii) terminate this Agreement with EMD refund.

c. Survey. Buyer may obtain a current boundary survey or location drawing at Buyer’s expense within the same period as Title Objections; any survey matters revealed shall be handled as Title Objections.

3.7 Property Condition; Maryland Statutory Disclosures

a. Condition. Except as expressly provided herein, Seller sells the Property “AS IS,” “WHERE IS,” and “WITH ALL FAULTS,” without representations or warranties as to condition or fitness, subject to the statutory disclosures below.

b. Residential Property Disclosure/Disclaimer Statement. Pursuant to Md. Code, Real Prop. §10-702, Seller shall, prior to Buyer’s execution of this Agreement, deliver either (i) a completed Residential Property Disclosure Statement or (ii) a Residential Property Disclaimer Statement (collectively, the “Property Condition Statement”) in the form prescribed by the Maryland Real Estate Commission.

c. Lead-Based Paint Disclosure (Pre-1978 Properties). If the Property was built prior to 1978, Seller shall provide Buyer with the federally required lead-based paint disclosure, pamphlet, and any available records in accordance with 42 U.S.C. §4852d and COMAR 26.16.

d. Radon Disclosure. If Seller has actual knowledge of radon concentrations at or above the action level recommended by the U.S. EPA, Seller must disclose such knowledge pursuant to Md. Code, Real Prop. §10-702.1.

e. Additional Local Disclosures. [INSERT any county-specific disclosures, e.g., Montgomery County well/septic, Prince George’s County stormwater fee.]

3.8 Closing and Possession

a. Venue. Closing shall occur on the Closing Date at the offices of the Settlement Agent or such other place as the Parties may mutually agree.

b. Deliverables. At Closing, Seller shall deliver: (i) a duly executed General Warranty Deed conveying fee simple title, (ii) possession free of tenants and occupants unless otherwise stated herein, (iii) a lien certificate, (iv) FIRPTA affidavit, and (v) any other documents reasonably required by Settlement Agent. Buyer shall deliver the balance of the Purchase Price and all lender-required documents.

c. Prorations and Charges. Real property taxes, rents, utilities, homeowner association dues, and other allocable items shall be prorated as of 11:59 p.m. the day preceding the Closing Date based on a 365-day year.

d. Recording Costs. The deed shall be recorded at Buyer’s expense; state and county transfer/recordation taxes shall be paid [split equally / 100% by Buyer / 100% by Seller].

e. Possession. Buyer shall receive exclusive possession at 12:01 a.m. on the day following Closing unless otherwise agreed in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations

Seller represents and warrants to Buyer as of the Effective Date and again as of Closing:
a. Authority. Seller has full right, power, and authority to execute and perform this Agreement.
b. Title. Seller owns fee simple title to the Property, free and clear of all liens, claims, and encumbrances other than Permitted Exceptions.
c. Compliance. To Seller’s knowledge, the Property is not in material violation of any Applicable Law, and no notice of violation remains uncured.
d. Litigation. There is no pending or threatened litigation or condemnation affecting the Property.
e. Foreign Person. Seller is not a “foreign person” under 26 U.S.C. §1445.

[// GUIDANCE: Add any transaction-specific representations (e.g., HOA compliance, occupancy permits) in a schedule.]

4.2 Buyer’s Representations

Buyer represents and warrants to Seller:
a. Authority and Capacity. Buyer has sufficient legal capacity, authority, and funds to consummate the purchase in accordance with this Agreement.
b. Investment Decision. Buyer is relying solely on Buyer’s own investigation with respect to the Property’s condition and value, subject to Seller’s statutory disclosures.

4.3 Survival

All representations and warranties shall survive Closing for a period of [___] months, after which they shall terminate and be of no further force or effect.

5. COVENANTS AND RESTRICTIONS

a. Seller Maintenance. Between the Effective Date and Closing, Seller shall maintain the Property in substantially its present condition, perform ordinary repairs, and keep all existing utilities active.

b. Buyer Access. Upon reasonable advance notice, Buyer and Buyer’s agents may enter the Property for inspections, surveys, and appraisal activities, provided Buyer restores any disturbance and indemnifies Seller against claims arising therefrom.

c. Insurance. Seller shall maintain its current property insurance until Closing.

d. HOA Matters. If the Property is subject to a homeowners association, Seller shall comply with Md. Code, Real Prop. §11-135 (condominiums) or §11B-106 (HOA) by providing resale disclosure packages within the statutory timeframe.

e. Notices. Each Party shall promptly notify the other upon becoming aware of any event that would render its representations untrue or of any casualty, condemnation, or material adverse change affecting the Property.

6. DEFAULT AND REMEDIES

6.1 Buyer Default

a. Events of Default. Buyer’s failure to (i) timely deliver the EMD, (ii) timely deposit Closing funds, or (iii) perform any material covenant constitutes a default after [___] days’ written notice and opportunity to cure.

b. Seller Remedies. Upon Buyer default, Seller’s sole and exclusive remedy shall be retention of the EMD as liquidated damages, and the Parties shall be relieved of further obligations hereunder except those that expressly survive termination.

[// GUIDANCE: Liability is capped at the EMD per metadata. Do not provide additional damages to Seller.]

6.2 Seller Default

a. Events of Default. Seller’s failure to (i) convey marketable title, or (ii) perform any material covenant constitutes a default after [___] days’ written notice and opportunity to cure.

b. Buyer Remedies. Upon Seller default, Buyer may elect either:
 (i) Specific performance of this Agreement, including injunctive relief compelling conveyance; or
 (ii) Termination of this Agreement with prompt refund of the EMD and reimbursement of Buyer’s actual third-party out-of-pocket expenses not to exceed $[CAP], after which neither Party shall have further liability.

6.3 Attorneys’ Fees

The prevailing Party in any action or proceeding arising out of this Agreement shall be entitled to reasonable attorneys’ fees and costs, subject to Section 7.2 (Liability Cap).

7. RISK ALLOCATION

7.1 Limited Indemnification

a. Seller Indemnity. Seller shall indemnify, defend, and hold Buyer harmless from and against third-party claims arising from Seller’s breach of this Agreement or ownership of the Property prior to Closing, limited to direct damages (excluding consequential, special, or punitive damages).

b. Buyer Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from and against third-party claims arising from Buyer’s inspections or entry on the Property prior to Closing, likewise limited to direct damages.

7.2 Liability Cap

Except for (i) Seller’s specific performance obligations, (ii) willful misconduct, or (iii) fraud, each Party’s aggregate liability under this Agreement shall not exceed the amount of the EMD.

7.3 Casualty and Condemnation

If, before Closing, a material portion of the Property is damaged or condemned:
a. Buyer may terminate this Agreement within [___] days after receiving notice, with EMD refund; or
b. Proceed to Closing, in which case Seller shall assign to Buyer all insurance or condemnation proceeds.

7.4 Force Majeure

Neither Party shall be liable for failure to perform caused by acts of God, governmental action, pandemic, or other events beyond its reasonable control, provided the affected Party gives prompt written notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

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

8.2 Forum Selection

Each Party submits to the exclusive jurisdiction of the state courts sitting in the county where the Property is located.

8.3 Optional Arbitration

If the box below is initialed by both Parties, any dispute arising out of this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Real Estate Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
[] Buyer Initials  [] Seller Initials

[// GUIDANCE: Omit arbitration language if neither Party initials.]

8.4 Preservation of Specific Performance

Nothing in this Section shall limit a Party’s right to seek specific performance or other injunctive relief under Section 6.2(b)(i).

8.5 Jury Trial

The Parties acknowledge that this Agreement does NOT contain a jury trial waiver.

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 (delivery confirmed), or (iii) email with confirmation of receipt, to the addresses stated in the Document Header (or such other address as a Party may designate by notice).

9.2 Entire Agreement. This Agreement, together with all exhibits, schedules, and addenda, constitutes the entire agreement between the Parties and supersedes all prior understandings.

9.3 Amendments and Waivers. No amendment or waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought.

9.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except Buyer may assign to an affiliate or to a lender-required SPE entity upon notice to Seller.

9.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect and shall be construed to carry out the Parties’ intent.

9.6 Successors and Assigns. This Agreement binds and benefits the Parties and their respective heirs, personal representatives, successors, and permitted assigns.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute the same instrument. Signatures delivered by electronic means (e.g., DocuSign) are binding for all purposes.

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

9.9 Interpretation. Headings are for convenience only and do not affect interpretation. The word “including” means “including, without limitation.”

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Residential Real Estate Purchase and Sale Agreement as of the Effective Date.

SELLER:

[SELLER LEGAL NAME]
By: _____
Name: [NAME]
Title (if entity): [TITLE]
Date: ___

BUYER:

[BUYER LEGAL NAME]
By: _____
Name: [NAME]
Title (if entity): [TITLE]
Date: ___

[// GUIDANCE: If notarization is desired, insert Maryland acknowledgment blocks below. Maryland law does not require notarization of the contract itself, but Parties may do so for evidentiary purposes.]

Exhibit A

(Legal Description of Land)

[INSERT full metes-and-bounds or subdivision plat reference.]

[// GUIDANCE:
1. Attach statutory forms (Maryland Property Disclosure/Disclaimer, Lead-Based Paint) as additional exhibits.
2. Verify county-specific transfer/recordation tax splits.
3. Confirm REALTOR® or brokerage addenda do not conflict with this Agreement.
4. Consult local counsel for any required updates to comply with recent legislative changes.]