Property Purchase Agreement
This Property Purchase Agreement (the "Agreement") is executed by and between the Seller and the Buyer (collectively termed the "Parties"). This Agreement sets forth the precise terms and conditions upon which the identified property shall be transacted.
Recitals
Whereas, blockchain technology, providing a transparent, immutable, and fortified foundation, heralds a transformative shift in property transaction modalities.
Whereas, the Seller acknowledges this digital evolution's potential and seeks to transfer the specific property within the Deed Protocol framework, amalgamating traditional property sales methodologies with contemporary digital efficiencies.
Whereas, this Agreement, stored on-chain via IPFS, in tandem with the corresponding DeedNFT, is recognized as the governing document encapsulating the sale's nuances, thereby championing a synergy of time-tested and novel transactional paradigms.
Now, therefore, in consideration of the mutual promises, covenants, and conditions hereinafter set forth, the Parties agree as follows:
1. Definitions and Interpretations
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:
Account: An Ethereum Address retained by an entity or an individual, governed and secured via cryptographic private keys.
Agreement: Refers to this Agreement and its on-chain digital equivalent, including any amendments or supplements to it.
Address: A unique public key location on the Ethereum blockchain.
Blockchain: A digital ledger in which transactions are recorded chronologically and publicly.
Buyer: The designated recipient of the Property's rights, under the conditions delineated in this Agreement.
DeedNFT: The primary token representing the tangible property, its characteristics, rights, and value within the Deed Protocol.
Deed Protocol: The underlying blockchain system or protocol that facilitates the minting, management, and transfer of DeedNFTs.
Ethereum: The prevailing open-source, blockchain platform facilitating and housing the smart contracts of the Deed Protocol.
IPFS: The InterPlanetary File System, a protocol and network designed to create a content-addressable, peer-to-peer method of storing and sharing hypermedia in a distributed file system.
Metadata: Pertinent data stored within the Deed Protocol's Smart Contracts, which may also reference external data repositories, ensuring all property details, transaction histories, and other necessary attributes are accessible.
Property: The specific tangible asset that is the subject of this Agreement and represented digitally within the DeedNFT.
Seller: The authorized party possessing rights to the Property, willing to transfer these rights under the terms stipulated herein.
2. Detailed Description of the Property and Agreed Price
The Property, outlined within this Agreement and represented by the DeedNFT, is agreed to be transacted at a predetermined price. All costs, both apparent and implied, shall be transparently detailed, ensuring no subsequent or concealed fees.
Type: [Land/Single Family Home/Vehicle/Commercial Equipment/Commercial Real Estate]
Location: [Address and any other relevant geographical details]
Specific Features: [Detailed attributes relevant to the type of property, e.g., size, year of construction, model for vehicles, etc.]
Associated Rights: [Any easements, water rights, mineral rights, etc.]
Encumbrances: [List any liens, mortgages, or other encumbrances on the Property, if any.]
The DeedNFT, representing the above-described Property, is identified by the unique token ID: [Token ID].
3. Sale Price, Payment Mechanisms and Obligations
The Purchase Price of the Property is agreed upon as [Amount in words (e.g., Five Hundred Thousand US Dollars) and numerically (e.g., $500,000)].
Payment Arrangement: Payments can be structured either as a lump-sum or periodic installments, contingent upon the mutual consensus of the Parties and initiation of the Owner Financing Smart Contract contained within The Deed Protocol.
Payment Execution: Upon Agreement signing and the ensuing transaction's conclusion, all financial obligations should be duly fulfilled to ensure an unhindered transfer of ownership rights.
Payment Structure:
Initial Deposit: Upon executing this Agreement, the Buyer shall deposit [Deposit Amount] in an smart contract "escrow" account.
Balance Payment: The remaining balance will be paid by the Buyer to the Seller on or before [Specific Date or Period].
Method of Payment: Payment shall be made via [Bank Transfer/Cryptocurrency Transaction/Other methods].
4. Ownership Transfer and Documentation
Upon full payment receipt and subsequent to meeting any other stipulated obligations, the Seller shall facilitate a seamless transition of the Property’s ownership rights, ensuring the Property is devoid of encumbrances or external claims. The executed Agreement shall then be stored on-chain via IPFS and linked to the DeedNFT.
5. Affirmations, Guarantees, and Property Disclosures
The Seller affirms the Property's authenticity and is obligated to ensure its fitness for purpose, devoid of undisclosed defects, litigations, or liens. Transparent disclosures regarding the Property, its condition, and any potential concerns are mandatory.
The Seller represents and warrants to the Buyer that:
The Seller is the true and lawful owner of the Property, free and clear of any liens, encumbrances, or disputes.
The Seller possesses all requisite power and authority to sell the Property and execute this Agreement.
The Property does not infringe upon the rights of any third parties and is not subject to any pending or threatened litigation.
The representations and warranties are made with the understanding that the Buyer is relying upon them, and any breach may result in material harm.
The Buyer represents and warrants to the Seller that:
The Buyer has the necessary financial resources to complete the purchase of the Property.
The Buyer intends to comply fully with the terms set forth in this Agreement.
The Buyer acknowledges that the Property is being purchased "as is," subject to the disclosures made by the Seller.
6. Conditions Precedent to Closing
The obligation of the Buyer to purchase the Property and the obligation of the Seller to sell the Property is subject to the fulfillment of the following conditions precedent:
Inspections: The Buyer shall have the right to inspect the Property within [number of days, e.g., "30 days"] from the execution of this Agreement. Any concerns must be addressed and rectified by the Seller or negotiated between the Parties.
Clear Title: The Seller shall provide a clear and marketable title to the Property, free from any liens or encumbrances, except as otherwise provided in this Agreement.
Financing: The Buyer securing the necessary financing on terms acceptable to them.
Regulatory Approvals: Any required regulatory or governmental approvals for the transaction must be obtained.
Failure to satisfy any of these conditions allows the aggrieved party to rescind the Agreement without any penalties.
7. Closing
The closing of the sale of the Property shall take place on or before [Closing Date, e.g., "December 15, 2023"]. At closing:
The Seller shall deliver to the Buyer a deed of bargain and sale or its equivalent, transferring title of the Property to the Buyer.
The Buyer shall pay the Seller the balance of the Purchase Price in accordance with the payment terms set out in this Agreement.
The Parties will execute all documents and undertake all other necessary actions to ensure the completion of the sale.
The Agreement, once concluded, shall be recorded on-chain via IPFS and linked to the associated DeedNFT.
8. Risk of Loss
Any risk of loss or damage to the Property will remain with the Seller until the closing of the sale. If the Property suffers any material damage prior to closing, the Buyer may opt to either proceed with the sale with a proportionate reduction in Purchase Price or rescind the Agreement without penalty.
9. Taxes and Other Charges
All state, local, and federal taxes arising out of or related to the sale of the Property shall be borne by the Seller unless otherwise expressly agreed between the Parties. Any other charges, including but not limited to utility charges or homeowner association fees, up to the date of the closing, shall be borne by the Seller.
10. Default
If either Party defaults in the performance of their respective obligations under this Agreement, the non-defaulting Party shall have all remedies available to them under law and equity.
11. Agreement Violations and Rectifications
In the event of a breach or inability of any Party to fulfill their commitments, corrective measures, as detailed within this Agreement and the associated DeedNFT, shall be triggered, aiming for an equitable resolution.
12. Conflict Mitigation and Resolution
For arising disputes, the Parties initially commit to amicable mediation. If unresolved, binding arbitration or alternative agreed-upon dispute resolution methods will be invoked.
13. Jurisdiction and Governing Regulations
This Agreement shall be governed by and interpreted in accordance with the laws of the State of [State Name, e.g., "California"]. Any disputes arising out of or in connection with this Agreement shall be settled through amicable negotiations. If no resolution is reached within [e.g., "30 days"], the Parties agree to submit the dispute to binding arbitration under the rules of [Arbitration Association].
14. Ancillary Provisions and Alterations
If any clause is found inconsistent with jurisdictional standards and is declared null, the Agreement's remaining provisions retain their validity. Changes or amendments warrant mutual agreement, with modifications mirrored in the IPFS-stored document and referenced in the DeedNFT.
15. Miscellaneous
Amendments: Any changes or modifications to this Agreement must be in writing and signed by both Parties.
Entire Agreement: This Agreement contains the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements between the Parties.
Binding Effect: This Agreement is binding upon and inures to the benefit of the Parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors, and assigns as permitted by law.
16. Digital Signature
Given the digital nature of the transaction and the inherent connection to the DeedNFT, both Parties hereby agree to use digital signatures to execute this Agreement. This digital signature has the same effect as a handwritten signature.
This Agreement serves to secure both the Buyer's and the Seller's rights and obligations and ensures a transparent and legally binding property purchase, fortified with its on-chain storage and linkage to the DeedNFT, aspires to safeguard and prioritize the interests, rights, and commitments of both Parties. It endeavors to furnish a robust and integrated property purchasing process.
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