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CONTRACT OF PURCHASE AND SALE

Representations
The Seller represents and warrants that the Property is free and clear of any liens, charged, encumbrances or rights of others which will not be satisfied out of the sales proceeds. If the representations of the Seller are untrue upon the Closing Date, the Purchaser may terminate any future agreement without penalty.

This purchase ande sale agreement is entered into this day of___20,__

Mr. _____________ of legal age _________, holder Identify Card __________ and resident in___________ and Mrs. ____________ of legal age _____, holder of Identify Card ____________ and resident in___________(the “Sellers”)
AND
Mr. ____________ of legal age _________, holder Identify Card ___________ and resident in___________ and Mrs. _____________ of legal age _____, holder of Identify Card ____________ and resident in____________ (the “Purchasers”)

Mr./Ms. ………………………………………………..[insert full name, address and tax number] («the Vendor”), appoint Mr./Ms. ……………………….. [insert full name, address, fiscal number and professional qualification, if necessary] («the Agent»), subject to and in accordance with the terms and conditions of this Agreement, to act as his/her …………………… [exclusive or non- exclusive] Agent in the marketing and sale of the real estate property located in/at
……………………………………………………………. [insert address town and country] whose information is provided in Annex 1 (Property Information Form) of this Agreement.

Mr./Ms. [insert full name, address and fiscal tax number]
(«the Vendor”), appoint [insert company legal name] whose registered office
is at ………………………………. [address, city and country] and registration/tax number is
…………………………, represented by ……………………………………………………. [surname and first
name, position] («the Agent”), subject to and in accordance with the terms and conditions of this Agreement, to act as his/her …………………… [exclusive or non-exclusive] Agent in the
marketing and sale of the real estate property located in/at …………………………………
……………………………………………………………………….. [insert address, town and country] whose
information is provided in Annex 1 (Property Information Form) of this Agreement.

2. VALIDITY PERIOD OF THE AGREEMENT

This Agreement shall take effect on ………………….. [Day/Month/Year] and expire
…………………………….. [Day/Month/Year], both days inclusive.

This Agreement shall commence on ………………………………………[Day/Month/Year] and shall have a term of [1, 3, 6, 9, 12] months.

3. DUTIES OF THE AGENT

In addition to the duties incumbent on the Agent under this Agreement, the Agent shall:

(a) Obtain all the information necessary for the sale of the Property.
(b) Market the Property on behalf of the Vendor.
(c) Arrange for purchasers to inspect the Property.
(d) Conduct negotiations and submit all offers in relation to the Property to the Vendor.
(e) Assist the Vendor in entering into a binding agreement for sale and purchase with a Purchaser.

4. PRICE OF THE PROPERTY

The price of the property shall be [insert amount and currency].

This price may only be varied with written instructions of the Vendor and such instructions shall become part of this Agreement.

The Vendor does not confer upon the Agent, by virtue of this Clause, the right to accept an offer on behalf of the Vendor. The price specified is for advertising and marketing of the property purposes only.

5. COMMISSION

if during the Validity Period of the Agreement the Vendor through the Agent enters into a binding Contract for sale and purchase of the Property, then the Vendor is liable to pay the Agent a commission of ……% [insert percentage, usually between 1% and 5%] of the transacted price of the Property (taxes excluded).

The commission shall be paid:

Alternative A. Upon the signing of the sale and purchase contract.

Alternative B. Upon completion of the Property transaction as specified in the contract for sale and purchase.
…………………………………………………………………………………………………………………………..

This is a sample of 2 pages out of 8 of the Real Estate Agent Agreement.
To get more information about this contract click here: REAL ESTATE AGENT AGREEMENT

Contracts drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these contracts are used you should take into account some recommendations common to all of them that are described in this User Guide.

DATE

The date when the contract comes into force is the one that appears in its header, as mentioned in the final paragraphs of the contract, before signatures (This Contract comes into force on the date written above).

In some contracts -for example in the Supply Contract- the date of coming into force is also mentioned in one of the clauses. In these cases, you have to verify that the two dates inserted in the contract (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the contract the full details of the Parties:

• When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

• When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each contract (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the contract to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest.

Clauses with blank spaces to be completed

In several clauses of the contract blank spaces appear with dots (. ) that the user
has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

• When the text between brackets is in normal letters (the same as the contract) and separated by «,» or the word «o», the user must insert one of the options suggested.

Example of blank space (. ) with options to select between brackets:

Orders handled before completion of the present Contract which produce sales transactions within [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission.
In this case, the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space ( ).

• When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text.

Example of blank space – (. ) to insert text:

Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be [city and country]. In this
case, the user must insert in the blank space (. ) the city and country chosen to conduct
the arbitration and afterward eliminate the bracketed text [city and country].

Notices Clause

Sometimes it may happen that the official address of the Parties which appear at the beginning of the contract is different from which is to be used for communications between the Parties during the terms of the contract. In this case, the user should include at the end of the contract a Notices Clause.

Example of Notices Clause:

Notices. – In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this contract:

– Party 1 [insert full address].
– Party 2 [insert full address].

ANNEXES

The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation.

SIGNATURES

People who sign

Persons signing the contract on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in an Agency Contract) obviously he or she is the person that has to sign the contract.

The laws of some countries require that contracts, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a contract you should be informed about the requirements that may exist in each country.

Place and date of signature

Usually, contracts are signed by both Parties on the same date and place. Nevertheless, in international contracts, due to physical distance, it is common that each of the Parties sign in different dates and places. This contract provides for both alternatives so it comes to choosing the most appropriate to each situation.

Number of copies

Usually, the Parties sign two copies of the contract, each Party retaining one of them, but cal also arise the need to sign more copies. In this case, all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the contract (Both Parties declare their conformity to the present contract, which is signed in copies, each of
which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy.

It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. – you can get the acronyms of every currency in the website www.oanda.com).

Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole contract to remove remaining paragraphs and correct any errors.

Real Estate Disclosure
The Seller does not know of any material facts that would affect the value of the Property, except those observable by the Purchaser or know to the Seller and stated in this Contract.

Purchaser_______________
Seller_____________

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