IMPORTANT NOTICE (PLEASE READ)
This template is provided for general informational and educational purposes only and does not constitute legal advice. Use of this template does not create an attorney–client relationship. Real-estate transactions carry significant legal and financial risk. Consult a qualified Delaware real-estate attorney and all relevant professionals (e.g., tax, environmental, title, and lending) before using or relying on this document.

RESIDENTIAL PURCHASE AND SALE AGREEMENT

(State of Delaware)

[// GUIDANCE: Insert the parties’ names exactly as they appear in the deed (Seller) and on governmental I.D. (Buyer).]

This Residential Purchase and Sale Agreement (“Agreement”) is made and entered into as of the Effective Date (defined below) by and between:

1. Seller: [LEGAL NAME OF SELLER], a [type of entity / individual] having an address at [ADDRESS] (“Seller”); and
2. Buyer: [LEGAL NAME OF BUYER], a [type of entity / individual] having an address at [ADDRESS] (“Buyer”).

Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale
3. Earnest Money; Deposit Instructions
4. Property Condition, Seller Disclosures & Inspections
5. Contingency Periods
6. Title and Survey Matters
7. Closing Procedures
8. Representations & Warranties
9. Covenants
10. Default & Remedies
11. Risk Allocation
12. Dispute Resolution
13. General Provisions
14. Signatures & Acknowledgments

1. DEFINITIONS

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

“ADEQUATE FUNDS” means immediately available U.S. dollars acceptable to the closing agent.
“Affiliates” means, with respect to a Party, any entity controlling, controlled by, or under common control with that Party.
“Agreement” has the meaning stated in the Preamble.
“Business Day” means any day other than Saturday, Sunday, or a Delaware-recognized legal holiday.
“Closing” has the meaning in Section 7.1.
“Closing Date” has the meaning in Section 7.1.
“Deposit Holder” means the escrow/settlement agent identified in Section 3.1.
“Effective Date” means the later of the dates on which Seller and Buyer execute this Agreement as indicated in their signature blocks.
“Earnest Money” has the meaning in Section 3.1.
“Inspection Period” has the meaning in Section 5.1.
“Property” means the fee simple interest in the real property located at [STREET ADDRESS, CITY, STATE, ZIP], being Tax Parcel No. [PARCEL ID], together with all improvements, fixtures, appurtenances, and Seller’s interests in adjacent streets, easements, and any included personal property, all as more fully described in Exhibit A.
“Title Commitment” has the meaning in Section 6.1.

[// GUIDANCE: Add additional defined terms as needed (HOA, Loan Commitment, etc.).]

2. PURCHASE AND SALE

2.1 Purchase and Sale. Seller agrees to sell, convey, and assign to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the Property, on the terms and subject to the conditions of this Agreement.

2.2 Purchase Price. The total purchase price (“Purchase Price”) is $[AMOUNT], payable as follows:
(a) Earnest Money: see Section 3;
(b) Cash at Closing: balance of the Purchase Price, subject to prorations and adjustments, paid in Adequate Funds.

2.3 Allocation of Purchase Price. For tax reporting purposes, the Parties shall allocate the Purchase Price among real property, personal property, and any other assets as mutually agreed in writing prior to Closing.

3. EARNEST MONEY; DEPOSIT INSTRUCTIONS

3.1 Earnest Money. Within [3] Business Days after the Effective Date, Buyer shall deposit $[EARNEST MONEY AMOUNT] (“Earnest Money”) with [NAME OF LICENSED DELAWARE ESCROW OR TITLE COMPANY] (“Deposit Holder”), to be held in escrow in a non-interest-bearing account.

3.2 Application or Forfeiture.
(a) If Closing occurs, the Earnest Money shall be applied to the Purchase Price.
(b) If this Agreement is terminated under an express right of termination granted herein, the Earnest Money shall be disbursed as provided in the applicable section.
(c) Liability Cap. Buyer’s total liability for monetary damages in the event of Buyer Default (Section 10.2) is limited to forfeiture of the Earnest Money; Seller’s remedies are otherwise limited as set forth herein.

[// GUIDANCE: Delaware brokers must comply with 24 Del. C. § 2923 regarding escrow accounts.]

4. PROPERTY CONDITION, SELLER DISCLOSURES & INSPECTIONS

4.1 Mandatory Seller Disclosures.
Seller shall deliver to Buyer, on or before the Effective Date, the fully completed Delaware “Seller’s Disclosure of Real Property Condition Report” and all other disclosures required under applicable Delaware law (collectively, “Required Disclosures”).

[// GUIDANCE: Delaware’s mandatory residential property disclosure statutes impose penalties for non-compliance and grant cancellation rights to Buyer. Provide the newest statutory forms issued by the Delaware Real Estate Commission.]

4.2 As-Is Sale; Exceptions. Except for Seller’s express warranties in this Agreement and the Required Disclosures, the Property is sold “AS IS, WHERE IS, AND WITH ALL FAULTS.” Nothing herein limits (i) Seller’s liability for willful concealment or (ii) Buyer’s statutory rights.

4.3 Buyer Inspections. During the Inspection Period, Buyer and its agents may enter the Property at reasonable times to conduct inspections, tests, appraisals, and surveys, provided Buyer:
(a) gives at least 24-hour prior notice;
(b) restores the Property to substantially the same condition; and
(c) furnishes Seller copies of all third-party reports (without representation or warranty).

4.4 Environmental Matters. Buyer may, at its sole cost, perform Phase I environmental site assessments; invasive testing requires Seller’s written consent.

5. CONTINGENCY PERIODS

5.1 Inspection Period. Buyer shall have [NUMBER] calendar days after the Effective Date (“Inspection Period”) to (i) complete all desired inspections and (ii) either waive the inspection contingency in writing or deliver written notice of termination.

5.2 Financing Contingency. This Agreement is [select one]
☐ contingent / ☐ not contingent
upon Buyer obtaining a written loan commitment (“Loan Commitment”) for [loan amount] on or before [DATE]. Buyer shall promptly apply for financing and pursue the same diligently.

5.3 Appraisal Contingency. Buyer may terminate if the Property appraises for less than the Purchase Price, by delivering notice within [X] days following receipt of the appraisal report.

5.4 Homeowners Association (HOA) Resale Package. If applicable, Seller shall provide the HOA resale package within the time required by law; Buyer shall have the statutory review period to cancel.

5.5 Title Objection Period. See Section 6.2.

6. TITLE AND SURVEY MATTERS

6.1 Title Commitment. Within [5] Business Days after the Effective Date, Seller shall cause a current commitment for an ALTA owner’s policy (“Title Commitment”) to be furnished to Buyer, together with copies of all exception documents.

6.2 Title Objection Period. Buyer shall have [NUMBER] Business Days after receipt of the Title Commitment and the ALTA/NSPS survey to deliver written notice of defects (“Title Objection Notice”). Seller may elect to cure; if Seller declines or fails to cure, Buyer may terminate or waive the objections.

6.3 Conveyance Deed. At Closing, Seller shall convey fee simple title by General Warranty Deed, free and clear of all liens, encumbrances, and defects other than Permitted Encumbrances.

7. CLOSING PROCEDURES

7.1 Closing Date. The closing of the transaction (“Closing”) shall take place on [DATE] (“Closing Date”) at the offices of the Deposit Holder or such other location (including remote/electronic closing) as the Parties mutually select.

7.2 Seller Deliveries. At Closing, Seller shall deliver:
(a) General Warranty Deed duly executed and notarized;
(b) FIRPTA affidavit;
(c) Bill of Sale (if personal property conveyed);
(d) Certificate of non-foreign status;
(e) Closing statement;
(f) Keys, codes, and possession; and
(g) Any additional state-mandated affidavits (e.g., Seller Residency).

7.3 Buyer Deliveries. Buyer shall deliver:
(a) Purchase Price balance in Adequate Funds;
(b) Closing statement; and
(c) Any lender-required documents.

7.4 Prorations & Closing Costs. Real estate taxes, rents, utilities, and HOA dues shall be prorated as of 11:59 p.m. the day preceding the Closing Date. Recording fees charged to Buyer; transfer tax split equally unless Delaware law mandates otherwise.

7.5 Possession. Possession and risk of loss transfer to Buyer upon recording of the Deed, subject to existing tenancies, if any, disclosed on Exhibit B.

8. REPRESENTATIONS & WARRANTIES

8.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer, as of the Effective Date and again at Closing, that:
(a) Authority. Seller has full power and authority to enter into and perform this Agreement.
(b) Title. Seller is the sole fee simple owner of the Property.
(c) No Conflicts. Execution does not violate any agreement binding on Seller.
(d) Litigation. To Seller’s Knowledge, no pending condemnation or litigation affecting the Property.
(e) Compliance. To Seller’s Knowledge, the Property is not in material violation of applicable laws.
(f) Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.
(g) Hazardous Materials. Except as disclosed, Seller has not received written notice of any release of Hazardous Materials on the Property.

8.2 Buyer’s Representations and Warranties. Buyer represents and warrants that:
(a) Authority and Funds. Buyer has authority and Adequate Funds to consummate the purchase.
(b) No Prohibited Transactions. Buyer is not subject to sanctions or OFAC restrictions.
(c) Independent Evaluation. Buyer has relied on its own inspections and professional advisors.

8.3 Survival. Seller’s and Buyer’s representations and warranties survive Closing for [6–12] months, except those expressly stated to survive longer or indefinitely.

9. COVENANTS

9.1 Seller’s Pre-Closing Covenants. From Effective Date through Closing, Seller shall:
(a) Operate and maintain the Property in substantially the same manner;
(b) Not further encumber or enter leases without Buyer’s prior written consent (not unreasonably withheld);
(c) Provide prompt notice of any material adverse change or governmental notice.

9.2 Buyer’s Covenants. Buyer shall:
(a) Maintain confidentiality of non-public information;
(b) Indemnify Seller against claims arising from Buyer’s inspections (Section 4.3).

10. DEFAULT & REMEDIES

10.1 Seller Default. If Seller fails to perform any material obligation and does not cure within [5] Business Days after receipt of Buyer’s written notice, Buyer may (as its sole and exclusive remedies):
(a) Terminate this Agreement and obtain return of Earnest Money plus documented out-of-pocket costs not to exceed $[CAP]; or
(b) Seek specific performance of Seller’s obligations (injunctive relief preserved).

10.2 Buyer Default. If Buyer fails to close without excuse and does not cure within [5] Business Days after Seller’s notice, Seller may retain the Earnest Money as liquidated damages, which the Parties agree is Seller’s sole and exclusive remedy (no further damages).

10.3 Notice. Any notice of default must specify the nature of default with reasonable detail.

10.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

11. RISK ALLOCATION

11.1 Limited Indemnification.
(a) Seller Indemnity. Seller shall indemnify and hold Buyer harmless from losses arising from (i) breach of Seller’s covenants, or (ii) misrepresentation in Required Disclosures, subject to Section 11.3 cap.
(b) Buyer Indemnity. Buyer shall indemnify Seller against claims arising from Buyer’s inspections or entry prior to Closing.

11.2 Casualty and Condemnation. Risk of loss remains with Seller until Closing. If material casualty (> 3 % of Purchase Price to repair) or condemnation occurs, Buyer may terminate and recover Earnest Money, or elect to proceed with an assignment of insurance/condemnation proceeds.

11.3 Liability Cap. Except for fraud, willful misconduct, or liabilities that cannot be limited by law, each Party’s aggregate liability under this Agreement is capped at the Earnest Money amount.

11.4 Force Majeure. Performance is tolled for events beyond a Party’s reasonable control (e.g., acts of God, governmental orders, pandemics) for up to [30] days; thereafter, either Party may terminate without liability except return of Earnest Money.

12. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement and any dispute arising hereunder are governed by the laws of the State of Delaware, without regard to conflicts-of-law principles.

12.2 Forum Selection. The Parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Delaware.

12.3 Arbitration (Optional).
[// GUIDANCE: Delete this Section 12.3 in its entirety if arbitration is not elected.]
If the Parties initial below, any dispute not settled within 30 days after notice shall be resolved by binding arbitration administered by the American Arbitration Association under its Residential Real Estate Arbitration Rules.
Seller Initials: _ Buyer Initials: _

12.4 Jury Trial Waiver. Intentionally omitted per metadata; jury-trial rights are preserved.

12.5 Equitable Relief. Nothing herein limits a Party’s right to seek specific performance or other injunctive relief in a court of competent jurisdiction.

13. GENERAL PROVISIONS

13.1 Notices. All notices must be in writing and delivered by (i) personal delivery, (ii) nationally recognized overnight courier, or (iii) email with confirmed receipt, to the Parties’ addresses stated above (or as updated by notice). Notices are effective upon delivery (or first refusal).

13.2 Entire Agreement. This Agreement, including all exhibits and addenda, constitutes the entire agreement and supersedes all prior negotiations.

13.3 Amendments; Waivers. Must be in a writing signed by both Parties. No waiver shall be implied.

13.4 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate controlled by Buyer and not released from liability.

13.5 Severability. If any provision is unenforceable, the remainder remains in effect, and a valid, enforceable provision nearest to the intent shall be substituted.

13.6 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

13.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures and PDF copies are binding.

13.8 Interpretation. Headings are for convenience and do not affect meaning. Time is of the essence. “Including” means “including without limitation.”

13.9 Further Assurances. Each Party shall execute all documents reasonably necessary to consummate the transactions contemplated hereby.

14. SIGNATURES & ACKNOWLEDGMENTS

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

SELLER:

[LEGAL NAME]
By: _____
Name: [TYPED/PRINTED NAME]
Title: [IF ENTITY]
Date: ____

BUYER:

[LEGAL NAME]
By: _____
Name: [TYPED/PRINTED NAME]
Title: [IF ENTITY]
Date: ____

[// GUIDANCE: Attach notary acknowledgments if required for the deed or by lender. Delaware does not require witnesses for standard contract execution but check lender/title instructions.]

EXHIBIT A – Legal Description

[Insert metes and bounds or lot/block legal description.]

EXHIBIT B – Existing Leases (if any)

[List tenant names, lease dates, security deposits, and rent schedules. If none, state “None.”]

[// GUIDANCE: Before circulation, (1) delete all guidance comments and unused brackets; (2) attach the current statutory Seller Disclosure form; (3) confirm settlement agent instructions; and (4) coordinate with the lender to ensure consistency with financing documents.]