Back Up Contract Addendum Template

This Back Up Contract Addendum (“Addendum”) is entered into as of [Date], by and between:

Seller: [Full Name / Company Name]
Address: [Address]
Phone: [Phone]
Email: [Email]

Buyer: [Full Name / Company Name]
Address: [Address]
Phone: [Phone]
Email: [Email]

Together referred to as the “Parties.”

This Addendum supplements and is attached to the Primary Contract dated [Primary Contract Date] regarding the sale/purchase of [Property/Asset Description].

1. Purpose of Addendum

This Addendum establishes the terms and conditions under which the Back Up Contract will take effect if the Primary Contract is terminated, cancelled, or otherwise fails to close.

2. Activation of Back Up Contract

a. The Back Up Contract shall automatically become effective upon written confirmation from the Seller that the Primary Contract is void or no longer enforceable.
b. The Buyer acknowledges that this Addendum does not grant immediate rights to the property or asset but ensures priority consideration should the Primary Contract fail.

3. Purchase Terms

a. Purchase Price: $[Amount]
b. Earnest Money Deposit: $[Amount] to be deposited within [X] days of activation.
c. Payment Method: [Wire Transfer / Certified Check / Other]

4. Conditions Precedent

The Back Up Contract is subject to:

• Seller’s valid termination of the Primary Contract.

• Buyer’s ability to obtain financing (if applicable).

• Completion of inspections, disclosures, or other contingencies as outlined herein.

5. Inspection and Due Diligence

a. Buyer shall have [X] days from activation to complete inspections and due diligence.
b. If issues arise, Buyer may terminate the Addendum without penalty by providing written notice within this period.

6. Closing Date

The Closing shall occur within [X] days from the effective activation date unless mutually extended in writing by both Parties.

7. Representations and Warranties

Both Parties reaffirm the representations and warranties set forth in the Primary Contract, except where inconsistent with the provisions of this Addendum.

8. Termination of Addendum

This Addendum automatically terminates if:

• The Primary Contract successfully closes.

• The Buyer withdraws by providing written notice before activation.

• Either Party fails to meet the conditions precedent outlined above.

9. Governing Law

This Addendum shall be governed by and construed in accordance with the laws of [State/Country].

10. Entire Agreement

This Addendum, together with the Primary Contract, constitutes the entire understanding of the Parties and supersedes all prior discussions or agreements regarding a back-up arrangement.

11. Signatures

Seller: ___________________________
Name: [Full Name]
Date: ___________________________

Buyer: ___________________________
Name: [Full Name]
Date: ___________________________