Ownership Transfer Contract Template

Ownership Transfer Contract Template

This Ownership Transfer Contract (“Contract”) is made as of [Date of Contract].

1. Parties

Transferor (Current Owner)
Full Legal Name: [Transferor Full Legal Name]
Business Name (if any): [Transferor Business Name]
Entity Type (if any): [Individual / Corporation / LLC / Partnership / Other]
Address: [Transferor Street Address]
City, State/Province, ZIP/Postal Code: [City, State/Province, ZIP/Postal Code]
Country: [Country]
Phone: [Transferor Phone Number]
Email: [Transferor Email Address]

Transferee (New Owner)
Full Legal Name: [Transferee Full Legal Name]
Business Name (if any): [Transferee Business Name]
Entity Type (if any): [Individual / Corporation / LLC / Partnership / Other]
Address: [Transferee Street Address]
City, State/Province, ZIP/Postal Code: [City, State/Province, ZIP/Postal Code]
Country: [Country]
Phone: [Transferee Phone Number]
Email: [Transferee Email Address]

2. Description of Property

Transferor agrees to transfer to Transferee full ownership of the following property (the “Property”):

Type of Property: [Type of Property, e.g., “Industrial Generator,” “Passenger Vehicle,” “Office Furniture Set”]
Make / Model (if applicable): [Make / Model]
Serial Number / VIN / ID (if applicable): [Serial Number / VIN / ID]
Quantity (if more than one item): [Quantity]
Current Location of Property: [Property Location Address]
Additional Description / Identifying Features: [Additional Description]

3. Purchase Price and Payment

3.1 Purchase Price

The total purchase price for the Property (the “Purchase Price”) is:

Purchase Price: [Amount and Currency]

3.2 Payment Terms

The Purchase Price will be paid by Transferee to Transferor as follows:

Amount Due at Signing (if any): [Amount and Currency or “0”]
Amount Due on Transfer Date: [Amount and Currency]
Additional Payments (if any): [Description of Installments or Deferred Payments]

Payment Method: [Wire Transfer / Bank Deposit / Cashier’s Check / Other]
Payee Name: [Payee Name]
Payment Details: [Account or Payment Details]

4. Transfer of Ownership, Delivery, and Risk

4.1 Transfer Date

Ownership of the Property will transfer from Transferor to Transferee on:

Transfer Date: [Transfer Date]

4.2 Delivery

On the Transfer Date, the Property will be delivered or made available to Transferee at:

Delivery Location: [Delivery Location Address]

4.3 Risk of Loss

Risk of loss or damage to the Property passes from Transferor to Transferee at the earlier of:

• Delivery of the Property to Transferee at the Delivery Location; or

• The time Transferee takes possession of the Property.

5. Condition of Property and Warranties

The parties agree that the Property is transferred under the following condition terms (select or adapt as appropriate):

☐ As-Is Transfer
The Property is transferred “as-is,” “where-is,” and “with all faults.” Transferor makes no warranties, express or implied, as to the condition, quality, performance, or fitness of the Property for any particular purpose, except for the title and lien representations in Section 6.

☐ Limited Condition Warranty
Transferor warrants that, on the Transfer Date, the Property will be in the following stated condition: [Condition Warranty Description, e.g., “in working order consistent with its current age and use”]. Any warranty period or limitations are: [Warranty Period / Limitations].

No other warranties, express or implied, are given, except for the title and lien representations in Section 6.

6. Title, Liens, and Encumbrances

6.1 Title

Transferor represents that, on the Transfer Date:

• Transferor is the lawful owner of the Property; and

• Transferor has full right and authority to transfer ownership of the Property to Transferee.

6.2 Liens and Encumbrances

Transferor represents that the Property is free from any liens, pledges, security interests, or other encumbrances, except as listed below:

Disclosed Liens or Encumbrances: [List any Liens / Security Interests or “None”]

If any disclosed lien or encumbrance exists, Transferor will arrange for its release or other agreed treatment so that Transferee’s ownership rights match this Contract.

7. Taxes, Fees, and Registration

The parties agree on the following allocation of taxes, fees, and charges related to this transfer:

Transfer Taxes / Sales Taxes / VAT (if applicable) will be paid by: [Transferor / Transferee / Shared – specify shares]

Registration, Title, or Licensing Fees (if applicable) will be paid by: [Transferor / Transferee / Shared – specify shares]

Each party is responsible for its own income, profit, or capital gains taxes arising from this transfer, to the extent applicable.

8. Representations of Transferee

Transferee represents that:

• Transferee has the power and authority to enter into this Contract and to complete the purchase.

• Transferee has, or will have by the Transfer Date, the funds needed to pay the Purchase Price as agreed.

• Transferee has had the opportunity to inspect the Property or to have it inspected, and accepts the Property subject to the terms of this Contract.

9. Inspection and Acceptance (If Used)

Inspection Period: [Number of Days or “Not Applicable”]

If an Inspection Period is specified, Transferee may inspect the Property during that period. If Transferee identifies a material difference between the Property and the description in Section 2 during the Inspection Period, Transferee may deliver a written notice to Transferor describing the issue and proposing:

• Correction or repair; and/or

• Adjustment to the Purchase Price; or

• Cancellation of this Contract and refund of any amounts already paid.

If no written notice is delivered within the Inspection Period, the Property will be deemed accepted as of the end of the Inspection Period, subject to any warranties stated in this Contract.

10. Indemnification

10.1 Indemnification by Transferor

Transferor will indemnify and hold harmless Transferee from and against losses, claims, damages, and reasonable costs (including reasonable legal fees) arising from:

• Any breach of Transferor’s representations, warranties, or obligations under this Contract;

• Any claim against the Property based on events or obligations occurring before the Transfer Date, except to the extent specifically taken over by Transferee in writing.

10.2 Indemnification by Transferee

Transferee will indemnify and hold harmless Transferor from and against losses, claims, damages, and reasonable costs (including reasonable legal fees) arising from:

• Any use, possession, or operation of the Property by Transferee on or after the Transfer Date;

• Any breach of Transferee’s representations, warranties, or obligations under this Contract.

11. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Any dispute arising out of or relating to this Contract will be resolved under the laws of the jurisdiction stated above.

Dispute Resolution Method (select or specify):
[State court jurisdiction / Arbitration institution / Mediation followed by court or arbitration / Other method]

12. Notices

All notices or other communications under this Contract must be in writing and sent to the parties at the addresses or email addresses listed in Section 1 (or any updated address notified in writing).

Permitted delivery methods:

• Personal delivery

• Courier or reputable mail service

• Email with confirmation of sending to the email addresses listed in Section 1

13. Entire Agreement and Amendments

This Contract is the entire agreement between the parties about the transfer of the Property and replaces any prior written or oral understandings on this subject.

Any amendment or modification to this Contract must be in writing and signed by both Transferor and Transferee.

14. Severability

If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect to the extent permitted by law.

15. Counterparts and Electronic Signatures

This Contract may be signed in counterparts, each of which is considered an original, and all of which together form one agreement. Signatures delivered electronically or by scanned copy will have the same effect as original signatures, to the extent permitted by law.

Signatures

Transferor (Current Owner):
Signature: _______________________________
Printed Name: [Transferor Full Legal Name]
Title (if signing for a business): [Title]
Date: [Date Signed by Transferor]

Transferee (New Owner):
Signature: _______________________________
Printed Name: [Transferee Full Legal Name]
Title (if signing for a business): [Title]
Date: [Date Signed by Transferee]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Legal Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Legal Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Transferor Full Legal Name] and [Transferee Full Legal Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Ownership Transfer Contract for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐