Real Estate Assignment Contract Template
A free real estate assignment contract template for wholesalers transferring a signed purchase agreement to an end buyer for a fee, covering assignability, the assignment fee, earnest money, and required disclosure. Download in PDF or Word and fill in the bracketed fields.
Last updated: August 5, 2026
What Is a Real Estate Assignment Contract?
A real estate assignment contract is the document a wholesaler uses to transfer the rights under an existing purchase agreement to someone else. The wholesaler, called the assignor, has already put a property under contract with the seller but does not intend to close on it. Instead the assignor sells the contract itself to an end buyer, called the assignee, who steps into the shoes of the original buyer, closes directly with the seller, and pays the original purchase price. The assignor is compensated by an assignment fee, which is the spread between the price in the original contract and what the end buyer is willing to pay for the deal.
What is being sold here is an equitable interest in the contract, not the property. The assignor does not hold title and cannot convey any, which is why disclosure matters so much in these transactions: the end buyer and the seller both need to understand who owns what. Two things sink assignment deals more often than anything else. The first is an original purchase agreement that does not actually permit assignment, either because it is silent, because it names the buyer without "and/or assigns," or because it contains an express anti-assignment clause. The second is a failure to tell the seller, in writing, that the person who signed the contract is not the person who will show up at closing. Both problems are cheap to fix before you sign and expensive to fix afterward.
When to Use This Template
- ✓You have a property under contract and intend to assign it rather than close on it yourself
- ✓You are an end buyer or cash investor taking over a purchase contract sourced by a wholesaler
- ✓The original purchase agreement permits assignment and you need to document the transfer properly
- ✓The earnest money already on deposit needs to move to, or be reimbursed by, the new buyer
- ✓The seller must be given written notice that the contract is being assigned before closing
- ✓A title company or closing agent has asked for signed assignment paperwork to fund the deal
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Full text of the template. Fields in [BRACKETS] are placeholders you fill in.
Real Estate Assignment Contract
1. 1. Parties
This Assignment of Real Estate Purchase Agreement (the "Assignment") is made effective as of [EFFECTIVE DATE] between [ASSIGNOR NAME], a [ENTITY TYPE OR INDIVIDUAL] of [ASSIGNOR ADDRESS] (the "Assignor"), and [ASSIGNEE NAME], a [ENTITY TYPE OR INDIVIDUAL] of [ASSIGNEE ADDRESS] (the "Assignee"). The Assignor and the Assignee are referred to individually as a "Party" and together as the "Parties." Each Party represents that the person signing below has full authority to bind the Party on whose behalf they sign, and that the Party is not prohibited by any court order, agreement, or applicable law from entering into this Assignment. Notices under this Assignment will be delivered to the addresses above and to [ASSIGNOR EMAIL] and [ASSIGNEE EMAIL], and are effective on the date of delivery or on the date of confirmed electronic transmission.
2. 2. The Original Purchase Agreement
The Assignor is the buyer under that certain Real Estate Purchase Agreement dated [ORIGINAL CONTRACT DATE] (the "Original Agreement") with [SELLER NAME] (the "Seller"), for the purchase of the real property commonly known as [PROPERTY ADDRESS, CITY, STATE, ZIP], legally described as [LEGAL DESCRIPTION] (the "Property"), at a purchase price of [ORIGINAL PURCHASE PRICE]. A complete and accurate copy of the Original Agreement, including every amendment, addendum, and extension, is attached as Exhibit A and is incorporated by reference. Under the Original Agreement, closing is scheduled for [ORIGINAL CLOSING DATE], the inspection or due diligence period expires on [DUE DILIGENCE EXPIRATION], the earnest money deposit is [EARNEST MONEY AMOUNT], and the escrow or title agent is [TITLE COMPANY NAME AND CONTACT]. The Assignee acknowledges receipt of a complete copy of the Original Agreement and all exhibits before signing this Assignment.
3. 3. Assignability and Consent
The Assignor represents that the Original Agreement permits assignment, and identifies the basis for that representation as follows: [BASIS FOR ASSIGNABILITY, e.g., the buyer is named as "[ASSIGNOR NAME] and/or assigns," or Section [SECTION NUMBER] of the Original Agreement expressly permits assignment without consent]. If the Original Agreement requires the written consent of the Seller to an assignment, the Assignor will obtain that consent in the form attached as Exhibit B and deliver a signed copy to the Assignee no later than [CONSENT DEADLINE, e.g., 5 days] after the Effective Date. If the required consent is not obtained by that deadline, either Party may terminate this Assignment by written notice, in which case the Assignment Fee and any deposit paid by the Assignee under Section 5 will be refunded in full and neither Party will have any further obligation to the other. The Assignor will not take any action, and will not agree to any amendment of the Original Agreement, that would impair the assignability of the Original Agreement or reduce the rights being assigned.
4. 4. Assignment of Rights
For the consideration described in Section 5, the Assignor assigns, transfers, and conveys to the Assignee all of the right, title, and interest of the Assignor in and to the Original Agreement, including the right to purchase the Property at the price and on the terms stated in it, effective as of the Effective Date. The Assignor conveys only its contractual and equitable interest in the Original Agreement; the Assignor holds no legal or record title to the Property and conveys none. Title to the Property will be conveyed by the Seller directly to the Assignee at closing under the Original Agreement. From the Effective Date forward, the Assignee will deal directly with the Seller and the title company on all matters relating to the Original Agreement, and the Assignor will promptly forward to the Assignee any notice, document, or communication it receives concerning the Property.
5. 5. Assignment Fee
In consideration for the assignment, the Assignee will pay the Assignor an assignment fee of [ASSIGNMENT FEE AMOUNT] (the "Assignment Fee"). The Assignment Fee will be paid as follows: a non-refundable deposit of [ASSIGNMENT DEPOSIT AMOUNT] delivered to [ESCROW HOLDER OR ASSIGNOR] within [DEPOSIT DEADLINE, e.g., 2 business days] of the Effective Date, and the balance of [ASSIGNMENT FEE BALANCE] paid at and through closing of the purchase of the Property. The Assignment Fee will be disclosed on the settlement statement and disbursed by the closing agent from funds at closing, and the Parties will not structure the payment to conceal it from the Seller, the title company, or any lender involved in the transaction. The Assignment Fee is earned in full on closing and is not contingent on the profitability of the Property to the Assignee. If closing does not occur for any reason other than a breach by the Assignor, the deposit portion of the Assignment Fee is retained by the Assignor as liquidated damages for the time and effort expended in sourcing and contracting the Property, and the balance is not owed.
6. 6. Earnest Money Deposit
The Assignor previously deposited earnest money of [EARNEST MONEY AMOUNT] with [ESCROW HOLDER] under the Original Agreement. At closing, or earlier if the Parties and the escrow holder agree in writing, the Assignee will reimburse the Assignor for that earnest money deposit in full, or in the alternative the Assignee will deposit replacement earnest money of [REPLACEMENT EARNEST MONEY AMOUNT] with the escrow holder and the original deposit will be returned to the Assignor. The Parties will deliver joint written instructions to the escrow holder implementing whichever method is selected within [ESCROW INSTRUCTION DEADLINE, e.g., 3 business days] of the Effective Date. From the Effective Date, all risk of forfeiture of earnest money under the Original Agreement passes to the Assignee, except to the extent forfeiture is caused by an act or omission of the Assignor occurring before the Effective Date. Nothing in this Section obligates the escrow holder to act contrary to the Original Agreement or to applicable escrow law.
7. 7. Assumption of Obligations by the Assignee
The Assignee accepts the assignment and assumes and agrees to perform all obligations, covenants, conditions, and liabilities of the buyer under the Original Agreement arising on or after the Effective Date, as fully as if the Assignee had been the original signing buyer. Those obligations include depositing or maintaining earnest money, meeting all deadlines for inspection, financing, and closing, paying the purchase price and all buyer closing costs, and complying with every notice and performance requirement in the Original Agreement. The Assignee acknowledges that the deadlines in the Original Agreement run from the original contract date and are not restarted or extended by this Assignment, and that time is of the essence. The Assignee will indemnify, defend, and hold the Assignor harmless from any claim, loss, cost, or liability, including reasonable attorney fees, arising from the failure of the Assignee to perform those assumed obligations after the Effective Date.
8. 8. Representations and Warranties of the Assignor
The Assignor represents and warrants that: (a) the Original Agreement attached as Exhibit A is a true, complete, and correct copy, including all amendments and addenda, and is in full force and effect; (b) the Assignor is the buyer named in the Original Agreement and has not previously assigned, pledged, or encumbered its interest in it; (c) to the knowledge of the Assignor, neither the Assignor nor the Seller is in default under the Original Agreement, and no event has occurred that with notice or the passage of time would become a default; (d) the Assignor has no knowledge of any pending termination, cancellation, or dispute regarding the Original Agreement; and (e) the Assignor has the full right and authority to make this Assignment. The Assignor makes no representation or warranty of any kind about the Property itself, including its physical condition, title status, occupancy, zoning, permitted use, rental income, repair estimates, or value, and the Assignee is not relying on any statement of the Assignor about those matters. These representations survive closing for [SURVIVAL PERIOD, e.g., 12 months].
9. 9. Disclosure of Equitable Interest and Non-Ownership
The Assignee expressly acknowledges, and the Assignor expressly discloses, that the Assignor does not own the Property and holds no legal or record title to it. The Assignor holds only an equitable interest arising from the Original Agreement, and what is being marketed, advertised, and sold under this Assignment is that contractual interest and nothing more. The Assignor will deliver written notice to the Seller, in the form attached as Exhibit C, disclosing that the Original Agreement has been assigned, identifying the Assignee, and stating that the Assignor is being paid an assignment fee, no later than [SELLER NOTICE DEADLINE, e.g., 3 business days] after the Effective Date and in any event before closing. The Assignor represents that in marketing this opportunity it did not hold itself out as the owner of the Property or as a licensed real estate broker or agent unless separately disclosed in writing, and did not advertise the Property itself for sale in a manner prohibited by the law of [PROPERTY STATE]. The Parties will provide a copy of this Assignment to the title company or closing agent so that the assignment and the Assignment Fee appear on the settlement statement.
10. 10. Assignee Due Diligence and As-Is Acknowledgment
The Assignee has had the opportunity to inspect the Property or to knowingly waive that opportunity, to review the Original Agreement and all exhibits, to order a title search, and to consult its own attorney, contractor, insurance advisor, and lender. The Assignee accepts the Property and the Original Agreement in their AS-IS, WHERE-IS condition, with all faults, and relies solely on its own investigation and judgment. Any repair estimate, rent projection, comparable sale, after-repair value, square footage, or profitability figure provided by the Assignor was supplied as a convenience only, is not warranted, and is not a basis for any claim. The Assignee is responsible for confirming the status of any occupants, tenancies, liens, code violations, unpermitted work, or homeowner association obligations affecting the Property, and for confirming that any inspection or due diligence period under the Original Agreement has not already expired.
11. 11. Closing and Settlement
Closing on the purchase of the Property will occur on or before [CLOSING DATE] at the offices of [TITLE COMPANY OR CLOSING AGENT], in accordance with the Original Agreement. The Assignee will deliver all funds required to close, in certified or wired funds, no later than the time required by the closing agent, and will execute all documents the Seller, the title company, or any lender reasonably requires. The Assignment Fee will be shown as a line item on the settlement statement and disbursed to the Assignor at closing. The Assignor will reasonably cooperate at no cost to itself by signing any release, estoppel, or acknowledgment the title company requires to confirm that the Assignor has no further claim to the Property. Each Party is responsible for its own attorney fees, and all other closing costs are allocated as provided in the Original Agreement or as follows: [ADDITIONAL CLOSING COST ALLOCATION].
12. 12. Default and Remedies
If the Assignee fails to close through no fault of the Assignor or the Seller, the Assignee is in default, the Assignor may retain the non-refundable deposit portion of the Assignment Fee as liquidated damages, and the Assignor may, at its option, terminate this Assignment and reacquire its position under the Original Agreement or assign it to another party. If the Assignor is in default, including a breach of the representations in Section 8 or a failure to obtain a required consent, the Assignee may terminate this Assignment and recover all amounts paid to the Assignor together with any documented out-of-pocket costs incurred in reliance on this Assignment, including inspection, title, and appraisal costs, up to [REIMBURSEMENT CAP]. The Parties agree that actual damages from a failed assignment would be difficult to calculate and that the liquidated amounts stated here are a reasonable estimate and not a penalty. Neither Party is liable to the other for indirect, consequential, or speculative damages, including lost profits on a resale or rehabilitation of the Property.
13. 13. No Brokerage or Agency Relationship
The Assignor is acting solely for its own account as a principal in the purchase and assignment of the Original Agreement and is not acting as the agent, broker, fiduciary, or representative of the Assignee or the Seller unless a separate written agreement and any required license say otherwise. The Assignor is not providing legal, tax, investment, appraisal, or construction advice, and the Assignee is urged to obtain its own professional advice. Each Party represents that it has not incurred any brokerage commission or finder fee in connection with this Assignment other than as disclosed in writing here: [DISCLOSED COMMISSIONS OR "NONE"], and each Party will indemnify the other against any claim for a commission arising from its own actions. Nothing in this Assignment creates a partnership, joint venture, or agency relationship between the Parties.
14. 14. Governing Law and General Provisions
This Assignment is governed by the laws of the State of [PROPERTY STATE], without regard to conflict of laws rules, and any dispute will be brought exclusively in the state courts located in [VENUE COUNTY AND STATE]. This Assignment, together with its exhibits and the Original Agreement, is the entire agreement between the Parties regarding the assignment and supersedes all prior offers, marketing materials, emails, and conversations; any amendment must be in writing and signed by both Parties. The Assignee may not further assign this Assignment or the Original Agreement without the prior written consent of the Assignor and, where required, of the Seller. If any provision is held unenforceable, the remainder stays in effect and the unenforceable provision will be narrowed only as far as necessary. The prevailing Party in any action to enforce this Assignment may recover reasonable attorney fees and costs, and time is of the essence as to every deadline stated here.
15. 15. Signatures
By signing below, each Party acknowledges having read this Assignment in full, having received a complete copy of the Original Agreement, having had the opportunity to consult independent legal counsel, and agreeing to be bound as of the Effective Date. ASSIGNOR: [ASSIGNOR NAME]. Signature: ______________________. Printed Name: [ASSIGNOR SIGNER NAME]. Title: [TITLE]. Date: [DATE]. ASSIGNEE: [ASSIGNEE NAME]. Signature: ______________________. Printed Name: [ASSIGNEE SIGNER NAME]. Title: [TITLE]. Date: [DATE]. Acknowledged by Seller, if consent is required under the Original Agreement: [SELLER NAME]. Signature: ______________________. Date: [DATE]. This Assignment may be executed in counterparts, and electronic signatures have the same effect as original signatures.
16. Disclaimer
This template is provided for general informational purposes only and is not legal advice. Assignment and wholesaling practices are regulated at the state level and the rules differ substantially: several states have adopted statutes or licensing interpretations that restrict marketing a property you do not own, require specific written disclosures to the seller and the end buyer, limit how many transactions an unlicensed person may do, or treat certain activity as unlicensed brokerage. Whether your original purchase agreement can be assigned at all also depends on its exact wording. Review and adapt this document for your own facts and state, and have a licensed real estate attorney or a title company in the state where the property sits review the transaction before you market a deal, take a deposit, or close. Use of this template does not create an attorney-client relationship with ScanContract.
Key Clauses Explained
What each important clause does — and what to watch out for before you sign.
Assignability of the Original Agreement
Confirms that the underlying purchase contract actually allows the buyer position to be transferred.
Assignors should get the assignability right at the moment they sign with the seller, by naming the buyer as "[NAME] and/or assigns" or including an express assignment right, because a contract that is silent or contains an anti-assignment clause leaves nothing to sell. Assignees should never take the word of the wholesaler on this point: read the attached original agreement yourself, look for the anti-assignment language, and refuse to release a deposit until any required seller consent is signed and in hand.
Assignment Fee and Payment Timing
Sets what the assignee pays for the contract position and when the money changes hands.
Assignors want a meaningful non-refundable deposit up front, since the alternative is holding a property off the market for a buyer who can vanish the day before closing. Assignees should resist paying the entire fee outside of closing and should insist that it be disbursed by the title company as a line item on the settlement statement, because a fee paid in cash before closing is gone if the deal collapses and is exactly the pattern regulators look at when deciding whether a transaction was properly disclosed.
Earnest Money Transfer
Moves the deposit already on file, or replaces it, so escrow reflects who is actually buying.
Assignors should make sure they are reimbursed or released, since leaving your own money at risk on a deal you no longer control is a common and avoidable mistake. Assignees should confirm in writing with the escrow holder that the deposit is properly credited and should note that from the effective date the risk of forfeiting that money is theirs, so blowing a due diligence deadline inherited from the original contract costs the assignee, not the wholesaler.
Assumption of Buyer Obligations
Puts the assignee fully into the buyer role, including every deadline already running.
Assignees should calendar the original contract deadlines immediately, because inspection and financing periods run from the original contract date and are not reset by the assignment, and a deal presented as fresh may have days left. Assignors should keep the indemnity in place but should also know that unless the seller signs a written release, an assignment alone often does not free the original buyer from liability to the seller if the assignee fails to perform.
Assignor Representations About the Contract
Warrants that the attached agreement is complete, valid, unassigned, and not in default.
Assignees should treat these representations as the core of what they are actually buying, and should insist on a survival period and a remedy if any of them turn out to be false. Assignors should keep the warranties limited to the contract and explicitly disclaim anything about the property itself, since promising an after-repair value or a repair estimate converts a clean contract sale into a dispute about someone else house.
Disclosure of Equitable Interest
States plainly that the assignor does not own the property and is selling only a contract right.
Assignors carry the real exposure here: marketing a property as if you own it, or failing to disclose the assignment and the fee to the seller in writing, is the conduct most likely to be treated as unlicensed brokerage or misrepresentation in states that regulate wholesaling. Assignees should confirm the seller has actually received the written notice before closing, because a seller who first learns about the assignment at the settlement table may refuse to close and can stall or kill the deal.
As-Is Acknowledgment and Due Diligence
Confirms the assignee is relying on its own inspection rather than on numbers supplied by the assignor.
Assignees should actually do the inspection, title search, and occupancy check rather than treating this clause as a formality, since signing it removes most of the ability to complain later about condition, tenants, or liens. Assignors should keep every projection, repair estimate, and comparable clearly labeled as an unwarranted convenience, because informal spreadsheets shared over text messages have a way of reappearing as evidence of a promise.
Default and Liquidated Damages
Fixes what each side keeps or recovers if the assignment or the closing falls apart.
Assignors should size the retained deposit to something defensible as a genuine estimate of lost time and opportunity, because an amount that looks punitive can be struck down as a penalty and leave you with nothing. Assignees should negotiate a reimbursement cap that at least covers real out-of-pocket costs like inspection, title, and appraisal fees, and should confirm they can recover the full fee if the assignor representations about assignability or default turn out to be wrong.
Frequently Asked Questions
Do I need a real estate license to wholesale and assign contracts?▾
Can every purchase contract be assigned?▾
How and when does the wholesaler get paid the assignment fee?▾
What is the difference between assigning a contract and doing a double closing?▾
Does the seller have to be told that the contract was assigned?▾
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