Here is a comprehensive Pro Buyer Purchase and Sale Agreement designed specifically for a real estate wholesaler to use when selling the contract to a cash buyer.

This agreement is structured to protect the wholesaler (Assignor) and clearly define the relationship with the end-buyer (Assignee).

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT WITH EARNEST MONEY DEPOSIT

Disclaimer: This is a template for educational purposes and is not a substitute for legal advice. CONSULT WITH A QUALIFIED REAL ESTATE ATTORNEY before using this or any legal document in a transaction.

1. THE PARTIES: This Assignment of Purchase and Sale Agreement (“Assignment”) is made effective as of ___________, 20(“Effective Date”), by and between:

ASSIGNOR: ________________________________________________________________
(Wholesaler/Original Buyer)
Address: ___________________________________________________________________
Email: _____________________________ Phone: _______________________________

ASSIGNEE: ________________________________________________________________
(End Cash Buyer)
Address: ___________________________________________________________________
Email: _____________________________ Phone: _______________________________

2. ORIGINAL CONTRACT REFERENCE: This Assignment pertains to that certain Purchase and Sale Agreement (“Original Contract”) dated _______, 20, between **______________________________________** (“Original Seller”) and the Assignor, as Buyer.
3. PROPERTY DESCRIPTION: The property subject to the Original Contract is legally described as:
   Address:_________________________________________________________________
   Legal Description: _________________________________________________________
   Parcel ID/Tax ID #: _________________________
   (Hereinafter the “Property”)
4. ASSIGNMENT OF RIGHTS: For the consideration described below, Assignor hereby assigns, transfers, and conveys to Assignee all of Assignor’s right, title, and interest in and to the Original Contract, including the right to purchase the Property, subject to all the terms, conditions, and obligations set forth therein.
5. ASSIGNMENT FEE:As total consideration for this Assignment, Assignee shall pay Assignor an Assignment Fee of $__________________.
6. PAYMENT OF ASSIGNMENT FEE: The Assignment Fee shall be paid as follows:
   [ ] At Closing: The Assignment Fee shall be paid directly to the Assignor by the closing agent/title company from the Assignee’s funds at the time of closing. Assignee hereby irrevocably directs the closing agent to disburse said fee to Assignor.
   [ ] Via External Funds: A non-refundable deposit of $_________ is due upon execution of this Agreement, with the remaining balance of $_________ due at closing.
7. ASSIGNEE’S EARNEST MONEY DEPOSIT: Upon execution of this Agreement, Assignee shall deliver an Earnest Money Deposit of $__________________to _____________________________ [Title Company/Escrow Agent] as a good faith deposit. This deposit shall be:
   [ ] Non-Refundable to the Assignee upon acceptance, except in the case of Assignor’s default.
   [ ] Refundable only if the Original Seller fails to perform their obligations under the Original Contract.
8. ASSUMPTION OF OBLIGATIONS: Assignee hereby accepts the Assignment and assumes and agrees to perform all of the duties, obligations, and liabilities of the “Buyer” under the Original Contract accruing from the Effective Date forward, including the obligation to purchase the Property at the price and upon the terms set forth in the Original Contract.
9. ASSIGNOR’S DISCLAIMERS & REPRESENTATIONS:

• “As-Is” Condition: Assignee acknowledges they have conducted their own independent due diligence on the Property. Assignee accepts the Property in its present “AS-IS” condition, with all faults, and relies solely on their own inspection.
• No Warranties: Assignor makes no warranties or representations, express or implied, regarding the Property’s condition, value, zoning, repair costs, After Repair Value (ARV), or potential profit.
• Liability: Assignor shall remain secondarily liable under the Original Contract unless a formal novation is executed by all parties.

10. INDEMNIFICATION: Assignee shall indemnify, defend, and hold Assignor harmless from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising from Assignee’s failure to perform the obligations of the Buyer under the Original Contract after the Effective Date.
11. DEFAULT BY ASSIGNEE: If Assignee fails to perform its obligations under this Assignment or the Original Contract, the Earnest Money Deposit shall be forfeited to the Assignor as liquidated damages, and not as a penalty, as Assignor’s sole and exclusive remedy. This shall not limit Assignor’s right to seek specific performance.
12. CLOSING:The transaction shall close with the Assignee being named as the purchaser/Buyer on the closing statement. Assignee is responsible for all closing costs associated with their purchase as stipulated in the Original Contract.
13. GOVERNING LAW & DISPUTES:This Assignment shall be governed by the laws of the State of _________. Any dispute shall be settled by binding arbitration in the county where the Property is located.
14. ENTIRE AGREEMENT: This document constitutes the entire agreement between the parties. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and electronic signatures shall be binding.

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

ASSIGNOR:

__________________________________________
(Signature)

__________________________________________
(Printed Name)
Date: ____________________________________

ASSIGNEE:

__________________________________________
(Signature)

__________________________________________
(Printed Name)
Date: ____________________________________

ACKNOWLEDGEMENT BY TITLE COMPANY/ESCROW AGENT

The undersigned acknowledges receipt of the Assignee’s Earnest Money Deposit in the amount of $__________________ and agrees to hold said deposit in accordance with the terms of this Agreement.

TITLE/ESCROW AGENT:

__________________________________________
(Signature)

__________________________________________
(Printed Name/Company)
Date: ____________________________________

Key Features of This “Pro” Agreement:

1. Earnest Money Deposit (EMD) from Buyer: This is the most critical “pro” element. It ensures the cash buyer has serious “skin in the game,” preventing them from walking away without consequence and leaving you with a dead deal.
2. Clear “As-Is” Clause: Protects you from future claims about the property’s condition. The end-buyer is responsible for their own due diligence.
3. Non-Refundable Assignment Fee Language: Clearly states that your fee is earned and payable upon execution or at closing.
4. Liquidated Damages Clause: If the cash buyer defaults, you keep the EMD. This compensates you for your time, lost opportunity, and potential liability to the original seller.
5. Strong Indemnification Clause: Legally binds the end-buyer to cover you for any losses if they fail to close.
6. Acknowledgment by Title Company: Formalizes the handling of the EMD with a neutral third party, adding a layer of professionalism and security.

Important Note: Always attach a copy of the fully executed Original Purchase Contract with the seller to this Assignment Agreement. The end-buyer is buying into the terms of that original contract.