PURCHASE AND SALE AGREEMENT

(Residential Real Property – State of Utah)

[// GUIDANCE: This template is designed for the purchase and sale of 1–4 unit residential real property located in Utah. All bracketed items must be customized for each transaction. Delete guidance comments prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Purchase and Sale; Property
4. Purchase Price; Earnest Money; Payment Terms
5. Conditions Precedent & Contingency Periods
6. Seller Disclosures
7. Closing Procedures
8. Representations & Warranties
9. Covenants
10. Default; Notice & Cure; Remedies
11. Risk Allocation
12. Dispute Resolution
13. General Provisions
14. Execution Block

1. DOCUMENT HEADER

1.1 Agreement. This Purchase and Sale Agreement (the “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between [Seller Legal Name], a [jurisdiction & entity type] (“Seller”), and [Buyer Legal Name], a [jurisdiction & entity type] (“Buyer,” and together with Seller, each a “Party” and collectively the “Parties”).

1.2 Recitals.
A. Seller is the record owner of that certain real property located at [Street Address, City, County, UT ZIP], more particularly described in Exhibit A (the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and conditions set forth herein.
C. The Parties enter this Agreement in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged.

1.3 Governing Law & Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to its conflict-of-laws rules.

2. DEFINITIONS

Unless otherwise indicated, capitalized terms have the following meanings and apply equally to singular and plural forms.

“Appraisal Contingency Deadline” – [Date/Time].
“Business Day” – Any day other than Saturday, Sunday, or a Utah state or federal holiday.
“Closing” – The consummation of the transaction contemplated herein in accordance with Section 7.
“Closing Date” – [Date], or such other date as the Parties may mutually agree in writing.
“Contingency Period” – Collectively, the Due Diligence Period, Financing Contingency Period, Appraisal Contingency Period, and Title Review Period.
“Earnest Money” – The deposit described in Section 4.2.
“Financing Contingency Deadline” – [Date/Time].
“Title Company” – [Name of Utah-licensed title/escrow company].
“Due Diligence Deadline” – [Date/Time].
Other terms are defined contextually.

3. PURCHASE AND SALE; PROPERTY

3.1 Agreement to Convey. Subject to the terms of this Agreement, Seller shall sell, assign, transfer, and convey to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to:
(a) The land legally described in Exhibit A;
(b) All improvements, fixtures, and appurtenances located thereon;
(c) All water, water rights, and water-stock appurtenant thereto;
(d) All mineral, oil, and gas rights (if any) owned by Seller that are appurtenant to the Property, unless expressly reserved in Exhibit B.

3.2 Personal Property. The following items of personal property, if any, are included (collectively, the “Included Personal Property”): [list appliances, window coverings, etc.]. All other personal property is excluded.

4. PURCHASE PRICE; EARNEST MONEY; PAYMENT TERMS

4.1 Purchase Price. Buyer shall pay a total purchase price of $[Purchase Price] (the “Purchase Price”), allocated as follows:
(a) Earnest Money (Section 4.2) …….................................... $[Amount]
(b) Additional Deposit on or before [Date] ........... $[Amount]
(c) Balance due at Closing (subject to prorations) ....... $[Amount]

4.2 Earnest Money.
(a) Within [3] Business Days after the Effective Date, Buyer shall deposit $[Earnest Money Amount] with the Title Company (the “Earnest Money”).
(b) The Earnest Money shall be held in escrow and applied to the Purchase Price at Closing or otherwise disbursed pursuant to this Agreement.
(c) LIMITATION OF LIABILITY. THE PARTIES AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 9.3(B) AND 10.2, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE EARNEST MONEY.

4.3 Form of Payment. All funds shall be good funds as defined by Utah Code Ann. § 57-1-2 and paid via wire transfer, certified check, or other form acceptable to the Title Company.

5. CONDITIONS PRECEDENT & CONTINGENCY PERIODS

5.1 Due Diligence Period.
(a) Buyer shall have until the Due Diligence Deadline to conduct inspections, tests, surveys, and reviews of the Property.
(b) Buyer may terminate this Agreement before the Due Diligence Deadline for any reason by written notice, whereupon the Earnest Money shall be refunded to Buyer, and the Parties shall have no further obligations (except those that expressly survive termination).

5.2 Financing Contingency. Buyer’s obligation to close is contingent upon Buyer obtaining loan approval on or before the Financing Contingency Deadline. If not obtained, Buyer may (i) waive the contingency, (ii) extend the deadline by mutual written agreement, or (iii) terminate and receive a refund of the Earnest Money.

5.3 Appraisal Contingency. If the Property does not appraise for at least the Purchase Price on or before the Appraisal Contingency Deadline, Buyer may elect one of the options in Section 5.2.

5.4 Title Review.
(a) Seller shall cause the Title Company to deliver a current commitment for an owner’s policy of title insurance (“Commitment”) to Buyer within [5] Business Days of the Effective Date.
(b) Buyer shall have [7] Business Days from receipt of the Commitment (the “Title Review Period”) to object in writing to any exceptions. Seller shall have [5] Business Days to cure. If Seller fails or elects not to cure, Buyer may waive the objection or terminate the Agreement.

5.5 Survival. All conditions precedent are for the sole benefit of Buyer and may be waived only by an express written waiver signed by Buyer.

6. SELLER DISCLOSURES

6.1 Statutory & Regulatory Disclosures.
(a) Lead-Based Paint. For housing constructed prior to 1978, Seller shall provide Buyer with (i) the EPA-approved pamphlet “Protect Your Family from Lead in Your Home,” and (ii) a fully executed Lead-Based Paint Disclosure form in compliance with 42 U.S.C. § 4852d and 24 C.F.R. Part 35.
(b) Methamphetamine Contamination Disclosure, if required under Utah Code Ann. § 57-27-201.
(c) Radon Gas Disclosure (recommended industry practice).
(d) Any other disclosure required by federal, state, or local law.

6.2 Seller Property Condition Disclosure. No later than [5] Business Days after the Effective Date, Seller shall deliver to Buyer a completed Seller Property Condition Disclosure (SPCD) in the form promulgated by the Utah Association of REALTORS® or equivalent.

6.3 Updates. Seller shall promptly disclose in writing any material adverse change occurring prior to Closing.

7. CLOSING PROCEDURES

7.1 Closing Date & Location. Closing shall occur on the Closing Date at the offices of the Title Company or such other place as the Parties may agree.

7.2 Seller Closing Deliverables.
(a) Special Warranty Deed (or General Warranty Deed if agreed) duly executed and acknowledged.
(b) Bill of Sale for Included Personal Property.
(c) FIRPTA Affidavit.
(d) Any affidavits or certificates reasonably required by the Title Company.

7.3 Buyer Closing Deliverables.
(a) Wire transfer of the balance of the Purchase Price.
(b) Loan documents and any affidavits or certificates required by the Title Company.

7.4 Closing Costs. Costs shall be allocated as follows unless otherwise specified:
(a) Seller – Owner’s title insurance premium, ½ escrow fee, deed preparation, recording fee for deed, and any commission due to Seller’s broker.
(b) Buyer – Lender’s title policy, loan fees, ½ escrow fee, and recording fees for loan documents.

7.5 Possession. Possession shall be delivered to Buyer [at Closing / on , 20_ at :__ a.m./p.m.], subject to any written occupancy agreement.

7.6 Prorations. Taxes, HOA dues, rents, utilities, and other proratable items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date based on a 365-day year.

8. REPRESENTATIONS & WARRANTIES

8.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and again as of Closing that:
(a) Authority. Seller has full power and authority to enter into and perform this Agreement.
(b) Title. Seller will convey marketable title to the Property, subject only to the Permitted Exceptions.
(c) Compliance. To Seller’s knowledge, the Property is in material compliance with applicable laws.
(d) No Litigation. There is no pending or threatened litigation that would adversely affect Seller’s ability to perform.
(e) Hazardous Materials. Seller has not received written notice of any release of hazardous materials in violation of law.

8.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
(a) Authority & Capacity. Buyer has full power and authority to enter into and perform this Agreement and, at Closing, will have sufficient funds to pay the Purchase Price.
(b) Investigation. Buyer is relying on its own investigation and not on any statement not expressly contained herein.

8.3 Survival. Seller’s representations in Section 8.1(b) and (e) shall survive Closing for [12] months; all others shall merge into the deed at Closing.

9. COVENANTS

9.1 Seller’s Covenants Prior to Closing.
(a) Maintenance. Seller shall maintain the Property in substantially the same condition, reasonable wear and tear excepted.
(b) Access. Upon reasonable notice, Seller shall afford Buyer and its agents reasonable access for inspections.
(c) No Encumbrances. Seller shall not further encumber the Property without Buyer’s prior written consent.

9.2 Buyer’s Covenants. Buyer shall not commit waste or disturbance on the Property prior to Closing.

9.3 Notice & Cure.
(a) Either Party claiming a default shall provide written notice describing the alleged default in reasonable detail.
(b) The defaulting Party shall have [5] Business Days to cure any monetary default and [10] Business Days to cure any non-monetary default, unless a different period is expressly provided.

10. DEFAULT; NOTICE & CURE; REMEDIES

10.1 Buyer Default. If Buyer defaults and fails to cure within the applicable period:
(a) Seller may terminate this Agreement, whereupon the Earnest Money shall be released to Seller as liquidated damages (the Parties acknowledging the difficulty in ascertaining actual damages); and
(b) Seller shall have no further remedy except as provided in Section 11 (Indemnification for third-party claims).

10.2 Seller Default. If Seller defaults and fails to cure within the applicable period:
(a) Buyer may elect either:
(i) Terminate this Agreement and receive a refund of the Earnest Money plus Buyer’s verifiable out-of-pocket costs not to exceed $[Cap Amount]; or
(ii) Seek specific performance of this Agreement (Section 12.4).
(b) The prevailing Party in any action to enforce specific performance or collect costs shall be entitled to reasonable attorney fees and costs.

10.3 Mitigation. Each Party shall use commercially reasonable efforts to mitigate its damages.

11. RISK ALLOCATION

11.1 Limited Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party from and against any third-party claims arising from (i) the Indemnifying Party’s breach of this Agreement, or (ii) the Indemnifying Party’s gross negligence or willful misconduct, but in all cases only to the extent of direct damages proved and subject to the cap in Section 4.2(c).

11.2 DISCLAIMER OF CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

11.3 Risk of Loss. Risk of loss or damage to the Property by fire or other casualty shall remain with Seller until Closing.

11.4 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control, provided the affected Party gives prompt notice and resumes performance as soon as reasonably practicable.

12. DISPUTE RESOLUTION

12.1 Governing Law. Utah law, without regard to conflict-of-laws principles, governs all disputes arising under this Agreement.

12.2 Forum Selection. Any legal action shall be brought exclusively in the state district court located in [County], Utah.

12.3 Optional Arbitration. If the box below is checked, the Parties agree to submit any dispute to binding arbitration administered by the American Arbitration Association under its Real Estate Industry Rules, with the award enforced in any court of competent jurisdiction.
☐ Arbitration Elected  ☐ Arbitration Not Elected

[// GUIDANCE: If arbitration is elected, strike the forum-selection clause above or modify to reflect judicial enforcement only.]

12.4 Specific Performance. Each Party acknowledges that the Property is unique; therefore, in addition to any other remedies, the non-defaulting Party shall have the right to seek specific performance and injunctive relief without the requirement of posting a bond.

12.5 WAIVER OF JURY TRIAL. [Intentionally Omitted per Metadata – Jury Waiver Excluded.]

13. GENERAL PROVISIONS

13.1 Notices. All notices must be in writing and delivered (a) personally, (b) by nationally recognized overnight courier, (c) by certified U.S. mail (return receipt requested), or (d) by email with confirmed receipt, to the addresses set forth below each Party’s signature. Notice is effective upon delivery (or attempted delivery if receipt is refused).

13.2 Entire Agreement. This Agreement, including all exhibits and addenda, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.

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

13.4 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except an assignment to an affiliated entity controlled by Buyer for financing or tax purposes. Any unauthorized assignment is void.

13.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to achieve the Parties’ intent.

13.6 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures and PDF copies shall be deemed originals.

13.7 Successors & Assigns. This Agreement binds and benefits the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

13.8 Time of the Essence. Time is of the essence for all dates and deadlines stated herein.

14. EXECUTION BLOCK

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

SELLER:

[Seller Legal Name]
By: ____
Name: ____
Title: _____
Date: _________

Address for Notice:
[Street Address]
[City, State ZIP]
Email: ____

BUYER:

[Buyer Legal Name]
By: ____
Name: ____
Title: _____
Date: _________

Address for Notice:
[Street Address]
[City, State ZIP]
Email: ____

NOTARY ACKNOWLEDGMENT

[// GUIDANCE: Insert Utah-compliant notary blocks if deed or Agreement is to be recorded, or if notarization is otherwise required.]

EXHIBIT A

Legal Description of the Property

EXHIBIT B

Reserved Rights/Exceptions (if any)

[END OF DOCUMENT]