Wholesale Real Estate Contract: Clauses + Free Template

A wholesale deal lives or dies on two documents: the purchase agreement you sign with the seller and the assignment agreement you sign with your buyer. Together they make up the wholesale real estate contract package. Most beginner disasters — lost deposits, buyers who walk, sellers who refuse to close — trace back to a missing clause in one of them. Here is what each document does and the clauses you cannot skip.

How a wholesale real estate contract works

You sign a purchase agreement with the owner as the buyer, with the right to assign. That signed agreement gives you an equitable interest in the property, which is what you actually assign. You then sign a separate assignment agreement with a cash investor, who takes over your position as buyer and pays you a fee. The seller still sells to the same price and terms they agreed to. The investor closes with the seller, and the title company pays your fee from the investor’s funds at closing.

Here is a simple example with round numbers, for illustration only. You agree to buy a house for $150,000 with a 10-day inspection period and a 30-day closing. An investor agrees to take over your contract for $162,000. The assignment agreement states a $12,000 fee and requires a $3,000 non-refundable deposit from the investor. At closing, the seller receives the $150,000 purchase price, less their own costs, and you receive $12,000. The investor’s deposit is applied toward what they owe.

The fee only works if the price works. Before you sign anything, confirm the investor’s numbers leave room for your fee. This guide on how to calculate ARV shows how to check the repaired value, and how to write a wholesale offer shows how to turn that number into a price.

Document 1: The purchase agreement

This is the contract between you and the seller. It sets the price, the timeline, and your rights. The clauses that protect a wholesaler:

“And/or assigns.” The buyer line should read your name (or your LLC) “and/or assigns.” Without this, you may not be able to hand the contract to your buyer. Some standard forms make this a choice: Florida’s FAR/BAR contract has a box where the parties decide whether the buyer may assign the contract.
Assignment clause. A sentence stating that the buyer may assign the agreement to a third party without the seller’s consent. Belt and suspenders with the line above.
Inspection period. Usually 7 to 14 days during which you can cancel for any reason by written notice and get your deposit back. This is your exit if no buyer takes the deal. Our inspection contingency guide covers how to write this clause and how the Texas, North Carolina and California forms differ.
Earnest money terms. How much, where it is held (a title company, never the seller), and that it is refundable during inspection.
Closing date. Give yourself 30 to 45 days. Too short and your buyer cannot line up funds; too long and the seller gets nervous.
Access clause. The right to bring partners, contractors, and assigns through the property with notice. Your buyers need to see it.
As-is language. You are not promising repairs. The seller is selling the house in its current condition.
Memorandum of contract. The right to record a short notice at the county so the seller cannot sell to someone else behind your back.

Document 2: The assignment of contract

This is the one-page agreement between you and your buyer. It transfers your rights in the purchase agreement and locks in your fee:

The fee. A stated dollar amount, paid at closing through the title company, due regardless of the buyer’s financing.
Non-refundable deposit. The buyer puts down $2,000–$5,000 within 24–48 hours of signing. This is what separates a real buyer from a tire-kicker, and you keep it if they fail to close.
Assumption of obligations. The buyer steps into your shoes and must close by the date in the purchase agreement.
Due diligence acknowledgment. The buyer confirms they inspected the property and are relying on their own judgment.
Default clause. If the buyer does not close, you keep the deposit and may reassign to another buyer.

The assignment should also identify the original purchase agreement by date, property address, and parties, and attach a copy of it. That way the title company and the investor are working from the same document, and nobody can claim they did not know the closing date or the terms. On larger multifamily, commercial or land deals, the key terms are often settled first in a real estate letter of intent before anyone drafts the purchase agreement.

Sample wholesale real estate contract clauses in plain English

Clause wording matters more than clause titles. The samples below show the kind of language investor contracts use and what each line commits you to. Have a local real estate attorney adapt any wording to your state before you rely on it, since a phrase that works in one state can conflict with a required form in another.

Assignment. Sample: “Buyer may assign this Agreement, in whole or in part, without Seller’s consent. Any assignee shall assume all of Buyer’s obligations under this Agreement.” In plain terms: you can hand the contract to another buyer, and that buyer takes on your duty to close. If another line in the form says the contract is “not assignable,” fix the conflict before signing.
Inspection and due diligence period. Sample: “Buyer shall have ten (10) calendar days from the Effective Date to inspect the Property. Buyer may terminate this Agreement for any reason by written notice to Seller before the end of this period, and the Earnest Money shall be returned to Buyer.” In plain terms: the clock starts on the date the last party signs, and “any reason” is what makes it a true exit. A version limited to defects found by an inspector is much weaker.
Earnest money. Sample: “Buyer shall deposit $500 with [Title Company] within three (3) business days of the Effective Date.” In plain terms: the deposit goes to a neutral escrow holder by a stated deadline. Missing that deadline can put you in default.
Marketing. Sample: “Seller acknowledges that Buyer may market Buyer’s interest in this Agreement to third parties before Closing.” In plain terms: the seller agrees in writing that you can advertise the deal. Some states now require a stronger, specific version of this disclosure, covered below.

From signed contract to closing: step by step

Sign the purchase agreement. Walk the seller through the key terms, including that you may assign the contract to another buyer. No surprises at the closing table.
Open escrow. Send the signed contract to an investor-friendly title company and deposit your earnest money there within the time the contract states.
Calendar every deadline. Inspection period end, deposit due dates, and closing date. Set reminders a few days ahead of each.
Send the deal to your buyers. Present it as a contract you are assigning, with photos, the price, and your repair notes. If you have not built your list yet, start with how to find cash buyers before your first deal.
Sign the assignment and collect the deposit. The deposit goes to the title company, and the signed assignment goes into the file.
Close. The title company clears title, prepares the settlement statement, collects the investor’s funds, pays the seller, and pays your fee.

What the timeline looks like on one deal

Hypothetical example: a three-bedroom house under contract at $140,000, with a 10-day inspection period, a $500 earnest money deposit, a 30-day closing, and an $11,000 assignment fee.

Day	What happens	What protects you
0	Seller signs; contract sent to the title company	Assignment and marketing clauses
1–3	$500 earnest money deposited; title search ordered	Escrow with the title company
2–7	Walkthroughs with buyers and a contractor	Access clause
8	Investor signs assignment at $151,000 total and deposits $3,000	Non-refundable buyer deposit
10	Inspection period ends; your deposit is now at risk	Buyer already committed on day 8
30	Investor closes; seller receives $140,000 less their costs; you receive $11,000	Fee stated in the assignment

Day 10 is the date that matters. If no buyer has signed before then, cancel in writing or get a signed extension before it passes. You can test the purchase price against the investor’s numbers ahead of time with the MAO calculator.

Assignment vs. double close

With an assignment, the buyer sees your fee on the closing statement. If the fee is large or the seller is sensitive, a double close — buying and reselling the same day with transactional funding — keeps it private. The purchase agreement is the same either way.

The trade-off is cost and paperwork. A double close means two sets of closing documents, two sets of closing costs, and a funding fee, so it usually makes sense only when the spread is large enough to absorb them. Some title companies also handle double closings differently, so ask how they work before you promise a timeline to anyone. On a typical first deal with a modest fee, a clean assignment is simpler and cheaper for everyone.

Common wholesale contract mistakes

Using a standard retail form without changes. Many retail forms restrict assignment or assume a financed buyer. Use a contract written for investor purchases.
Letting the inspection period expire. Once it ends, your deposit is usually at risk. If you do not have a buyer, cancel or negotiate an extension in writing before the deadline.
Leaving the buyer’s deposit out. An assignment with no deposit invites a buyer to disappear the week of closing.
Hiding the assignment from the seller. Explain up front that you may assign the contract. Clear disclosure prevents most closing-day disputes.
Writing the price before the numbers. A contract at the wrong price is still the wrong deal, no matter how good the clauses are.

Pre-signing checklist

Run through this list before you put your name on either document:

Buyer line reads your name or LLC “and/or assigns,” and the assignment clause is present.
Inspection period, earnest money amount, and escrow holder are written in, with the title company named.
Closing date gives your buyer enough time to close.
Access, as-is, and title contingency language are included.
Your numbers leave room for the buyer’s profit and your fee.
The assignment states the fee, the buyer’s deposit and its deadline, and the default terms, and it attaches the purchase agreement.
You have checked your state guide for disclosure and licensing rules.

Want someone to check your numbers before you send an offer? Our real estate wholesaling mentorship reviews your deals, seller calls and contracts with you every week.

Free wholesale real estate contract template

Our free wholesaling starter kit includes a starter purchase agreement and an assignment of contract you can use as a template, along with the deal analyzer and seller script. Treat any template as a starting point: state forms, disclosure requirements and cancellation rules differ, so have a local real estate attorney review your version before you sign your first deal. If your state has its own wholesaling disclosure, check our wholesaling laws by state guide.

Looking for a template PDF to print? Download the kit, fill in the blanks for your deal, and save it as a PDF from your word processor. New to the process? Start with what wholesaling real estate is.

Frequently asked questions

Does the seller have to agree to the assignment?

If the purchase agreement allows assignment without the seller’s consent, their agreement to that clause is the consent. You should still explain it to them when you sign.

Can the seller back out after signing?

A signed contract binds both sides to its terms. A recorded memorandum of contract makes it much harder for the seller to sell to someone else while your contract is open. Some states now restrict or ban recording one on wholesale deals, so read when a memorandum of contract makes sense before you file anything.

What if my buyer does not close?

Under a well-written default clause you keep their deposit and can assign the contract to another buyer, as long as your own closing date with the seller has not passed. That is why a 30 to 45 day closing window matters.

Do I need a license to assign a contract?

It depends on your state and on how you market deals. Read do you need a real estate license for wholesaling and your state guide before your first deal.

Are the contracts legal in my state?

Contract assignment is a common, accepted practice across the U.S. The details — disclosure language, marketing rules, licensing, and a few state-specific forms — vary, and they change. Our overview of whether wholesaling real estate is legal covers the general rules. Use a solid template, then have a local investor-friendly title company or attorney review it once before your first closing. That one conversation is cheaper than any mistake it prevents.

States that write required language into the contract

Some states now tell wholesalers what the contract itself must say. Three examples show how much these laws differ:

Oklahoma. Under 59 O.S. § 858-314, effective November 1, 2025, a wholesaler must disclose in writing, before the contract is signed, the intent to assign or sell the equitable interest for a higher price. The homeowner can cancel without penalty within two business days, and a notice in at least 12-point bold type must sit next to the seller’s signature line. The statute also bars wholesalers from clouding title with any lien or encumbrance, and a contract missing the disclosures is unenforceable by the wholesaler, with the earnest money going to the homeowner.
Pennsylvania. Act 52 of 2024 added Section 610 to the Real Estate Licensing and Registration Act. A wholesale contract must prominently state that it is a wholesale transaction, that the seller may get an appraisal or legal advice, and that the seller may cancel until midnight of the 30th day after signing or until conveyance, whichever comes first. If those statements are missing, the seller can cancel at any time before conveyance.
Tennessee. Public Chapter 72 of 2025 requires a wholesaler to disclose to the seller, before the contract is signed, the intent to market the equitable interest, and to give the seller the effective date of any assignment at least three business days before it takes effect. Your assignee must also be told the nature of your equitable interest. The disclosures must be in bold, large print and included in the written agreement.

Other states have similar laws or pending bills, and the details change. Before using a template in a new state, check the current statute and your state guide, and put any required notice in the purchase agreement itself.

Starter versions of both documents, with the protective clauses highlighted, are inside the free kit. The full library with addenda and the JV agreement is in the programs.

Working a specific market? Our state-by-state wholesaling guides cover the licensing rules, deed records and probate courts for each state and its major cities.

Other contract structures. A standard assignment is not the only option. A subject-to purchase keeps the seller’s loan in place, and a novation agreement lets you sell the house retail and share the spread. Many wholesalers also sign contracts through an LLC once deals are coming in. On land or longer timelines, some investors use a purchase option instead of a purchase agreement.