RESIDENTIAL PURCHASE AND SALE AGREEMENT
(State of Nevada)
[// GUIDANCE: 1. This template is drafted for fee-simple residential property located in Nevada and assumes a brokered transaction with an independent escrow.
2. Bracketed language—e.g., [PARTY NAME]—must be conformed by the preparer.
3. Delete any inapplicable optional provisions before execution.
4. Confirm compliance with all brokerage, escrow, and recording customs in the county where the Property is situated.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Parties.
This Residential Purchase and Sale Agreement (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between [SELLER LEGAL NAME], a [Entity Type] (“Seller”), and [BUYER LEGAL NAME], a [Entity Type] (“Buyer”).
1.2 Recitals.
A. Seller is the record owner of the real property commonly known as [Street Address], situated in [County], Nevada, together with all improvements thereon and all appurtenant rights (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and subject to the conditions set forth herein.
C. The parties enter into this Agreement in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency of which is acknowledged.
2. DEFINITIONS
For ease of reference, the following terms are used with the meanings set forth below. Defined terms appear in bold throughout this Agreement.
“Applicable Law” – All federal, state, and local statutes, regulations, ordinances, and common-law principles governing the transaction, including without limitation the Nevada Revised Statutes (“NRS”) and regulations of the Nevada Real Estate Division.
“Business Day” – Any day other than Saturday, Sunday, or a day on which banking institutions in Nevada are authorized or required by law to close.
“Closing” – The consummation of the purchase and sale of the Property through escrow, including the delivery of the Deed and payment of the Purchase Price.
“Closing Date” – The date on which Closing occurs, which shall be [Date Certain], or such earlier or later date as the parties may mutually agree in writing.
“Contingency Period” – The aggregate time period(s) set forth in Section 3.4 during which Buyer may conduct due diligence and elect to proceed or terminate.
“Deed” – A grant, bargain, and sale deed in recordable form conveying fee-simple title to the Property to Buyer, subject only to Permitted Exceptions.
“Earnest Money” – The deposit described in Section 3.2.
“Escrow Agent” – [Name of Escrow Company], or any successor escrow holder mutually agreed by the parties.
“Financing Contingency” – Buyer’s condition precedent related to obtaining financing under Section 3.4(b).
“Inspection Contingency” – Buyer’s condition precedent related to inspections under Section 3.4(a).
“Permitted Exceptions” – The matters described in Section 3.3(b) that will remain on title at Closing.
“Purchase Price” – The total consideration set forth in Section 3.1.
“Seller Disclosure Statement” – The statutory form required by Nev. Rev. Stat. § 113.130 (2023) (“NRS 113 Disclosure”).
3. OPERATIVE PROVISIONS
3.1 Purchase Price.
Buyer shall pay Seller [Purchase Price in Dollars] (the “Purchase Price”), allocable as follows:
a. Earnest Money (Section 3.2) .............. [Amount]
b. Balance in immediately available funds at Closing ............ [Amount]
3.2 Earnest Money.
a. Within [3] Business Days after the Effective Date, Buyer shall deposit [Amount] (the “Earnest Money”) with Escrow Agent.
b. The Earnest Money shall be held in an interest-bearing account, interest accruing for the party ultimately entitled thereto.
c. Except as expressly provided herein, the Earnest Money represents the sole monetary cap on either party’s liability for damages in the event of a default.
3.3 Title & Survey.
a. Seller shall, within [5] Business Days after the Effective Date, cause Escrow Agent to deliver to Buyer a current commitment for an ALTA owner’s title insurance policy (the “Title Commitment”), together with all associated documents.
b. Buyer shall have [X] days after receipt of the Title Commitment and any new survey to object in writing to title matters. Matters not timely objected to shall be “Permitted Exceptions.” Seller shall have [Y] days after receipt of Buyer’s objections to cure, failing which Buyer may (i) accept title subject to such exceptions or (ii) terminate this Agreement and receive a refund of the Earnest Money.
3.4 Contingency Periods.
a. Inspection Contingency. Buyer shall have [15] calendar days from the Effective Date (“Inspection Period”) to conduct any inspections, studies, or tests. Buyer may terminate this Agreement by written notice prior to expiration of the Inspection Period, whereupon the Earnest Money shall be refunded.
b. Financing Contingency. Buyer’s obligation to close is conditioned on Buyer obtaining a binding loan commitment on or before the later of (i) [30] calendar days after the Effective Date or (ii) five Business Days before Closing.
c. Appraisal Contingency. If Buyer’s lender requires an appraisal, Buyer may terminate if the appraised value is less than the Purchase Price and Seller declines to reduce such price within [5] Business Days after notice.
d. Automatic Waiver. Any contingency not timely waived or exercised shall be deemed waived.
3.5 Seller Disclosures.
a. Statutory Disclosure. Seller shall deliver the completed and signed Seller Disclosure Statement to Buyer pursuant to NRS 113.130 within [5] Business Days following the Effective Date.
b. Buyer’s Rights Upon Disclosure. Buyer may rescind this Agreement within the earlier of (i) [4] Business Days after receipt of the Seller Disclosure Statement, or (ii) the Closing Date, by delivering written notice to Seller and Escrow Agent, in which case the Earnest Money shall be promptly refunded.
3.6 Personal Property. [OPTIONAL] Any personal property listed on Exhibit A shall be conveyed to Buyer via bill of sale at Closing for no additional consideration.
3.7 Brokerage. Each party represents that any broker listed in Exhibit B is the only broker entitled to commission. Each party shall indemnify the other for claims by any broker other than those listed.
4. REPRESENTATIONS & WARRANTIES
4.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and as of Closing:
a. Authority. Seller has full power and authority to execute this Agreement and perform its obligations.
b. No Conflict. Execution and performance do not violate any agreement or court order binding on Seller.
c. Title. Seller will convey good and marketable fee-simple title, subject only to Permitted Exceptions.
d. Compliance. To Seller’s Knowledge, the Property is in compliance with Applicable Law.
e. No Litigation. There is no pending claim or proceeding materially affecting the Property.
f. Foreign Investment. Seller is not a “foreign person” under 26 U.S.C. § 1445.
4.2 Buyer’s Representations. Buyer represents and warrants to Seller as of the Effective Date and as of Closing:
a. Authority. Buyer has full power and authority to execute this Agreement and perform hereunder.
b. Funds. Buyer has, or will have at Closing, sufficient funds to pay the Purchase Price.
4.3 Survival. The representations and warranties in this Section 4 shall survive Closing for a period of [12] months, except those expressly stated to survive longer.
5. COVENANTS & RESTRICTIONS
5.1 Seller’s Covenants. From the Effective Date until Closing:
a. Operation. Seller shall maintain the Property in substantially the same condition as on the Effective Date, reasonable wear excepted.
b. No Encumbrance. Seller shall not further encumber the Property without Buyer’s consent.
c. Access. Seller shall provide Buyer and its agents reasonable access for inspections upon at least 24 hours’ notice.
5.2 Buyer’s Covenants.
a. Restoration. Buyer shall promptly repair any damage caused by its inspections.
b. Confidentiality. Information obtained through due diligence shall be kept confidential except as required by law.
5.3 Notices & Cure. Except as otherwise specified, any breach of covenant shall constitute an Event of Default only after written notice and [5] Business Days opportunity to cure.
6. DEFAULT & REMEDIES
6.1 Events of Default.
a. Buyer Default. Failure of Buyer to timely deposit funds or close, absent Seller default, constitutes a Buyer default.
b. Seller Default. Failure of Seller to convey title as required or perform any material covenant constitutes a Seller default.
6.2 Remedies.
a. Buyer Default. Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages, the parties acknowledging the difficulty of ascertaining Seller’s actual damages.
b. Seller Default. Buyer may elect (i) termination of this Agreement and refund of the Earnest Money, plus reimbursement of actual, documented third-party out-of-pocket costs not to exceed [Cap Amount], or (ii) specific performance of this Agreement, it being acknowledged that the Property is unique. Monetary damages in excess of the Earnest Money are waived by both parties.
c. Attorney Fees. In any proceeding arising out of this Agreement, the prevailing party shall recover reasonable attorney fees and costs.
7. RISK ALLOCATION
7.1 Indemnification – Limited.
a. Seller shall indemnify Buyer from and against Losses arising from (i) breach of Seller’s representations or covenants, or (ii) claims relating to pre-Closing ownership or operation of the Property.
b. Buyer shall indemnify Seller from and against Losses arising from (i) breach of Buyer’s representations or covenants, or (ii) Buyer’s inspections or post-Closing ownership.
c. Cap and Survival. The total indemnification liability of either party shall not exceed the Earnest Money, and all indemnification obligations survive [12] months after Closing.
7.2 Insurance. Until Closing, Seller shall maintain its existing insurance coverage on the Property. Buyer is advised to secure hazard insurance effective as of Closing.
7.3 Casualty and Condemnation.
a. Material Loss (>10 % of Purchase Price). Buyer may terminate and receive the Earnest Money or elect to proceed with an assignment of Seller’s proceeds.
b. Immaterial Loss. The parties shall proceed to Closing with an assignment of insurance proceeds to Buyer.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by the internal laws of the State of Nevada, without regard to conflict-of-laws principles.
8.2 Forum Selection. Subject to Section 8.3, the parties consent to exclusive jurisdiction and venue in the state courts of [County], Nevada.
8.3 Arbitration. [OPTIONAL – INCLUDE IF SELECTED]
a. Election. If the box below is initialed by both parties, any dispute shall be settled by binding arbitration administered by [Arbitration Provider] in accordance with its Real Estate Arbitration Rules.
• Seller Initials _ Buyer Initials ___
b. Procedure. The arbitrator shall be a retired Nevada judge with real estate experience. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Injunctive Relief. Nothing herein limits either party’s right to seek specific performance or other equitable relief in a court of competent jurisdiction.
[// GUIDANCE: Jury-trial waivers are intentionally omitted in compliance with the metadata.]
9. GENERAL PROVISIONS
9.1 Amendment & Waiver. No modification of this Agreement is effective unless in writing and signed by both parties.
9.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an affiliated entity controlled by Buyer upon written notice.
9.3 Successors & Assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
9.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it valid.
9.5 Entire Agreement. This Agreement (including exhibits and schedules) constitutes the entire agreement of the parties and supersedes all prior understandings.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic or digital signatures are deemed originals and enforceable.
9.7 Notice. All notices must be in writing and delivered (i) personally, (ii) via nationally recognized overnight courier, or (iii) by email with confirmation of transmission, to the addresses set forth below or as later designated. Notice is deemed given on the date of delivery (or confirmation, in the case of email).
9.8 Time of the Essence. Time is of the essence with respect to every provision of this Agreement.
9.9 Section Headings. Headings are for convenience only and do not affect interpretation.
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: _________
[Notary Block – Include if recordable document or required under county practice]
EXHIBIT A
Personal Property List (if any)
EXHIBIT B
Brokerage Information
[// GUIDANCE:
1. Record the Deed, not this Agreement, to transfer title.
2. Verify completion of the NRS 113 Disclosure before the rescission deadline.
3. Confirm escrow’s wiring instructions verbally to mitigate fraud risk.]