[{"data":1,"prerenderedAt":526},["ShallowReactive",2],{"document-agreement-to-rescind-contract-of-sale-D1165":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":525},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"AGREEMENT TO RESCIND CONTRACT OF SALE This Agreement to Rescind Contract of Sale (the \"Agreement\") is a made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASER NAME] (the \"Purchaser\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] TERMS The contract of sale of real property located in [city], [state/province], and described as: ",null,"Agreement to Rescind Contract of Sale","1",30,"doc","https://templates.business-in-a-box.com/imgs/1000px/agreement-to-rescind-contract-of-sale-D1165.png","https://templates.business-in-a-box.com/imgs/250px/1165.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1165.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Real Estate","/templates/real-estate-business/",{"label":20,"url":21},"Business Checklists","/templates/business-checklists/","agreement to rescind contract sale","Agreement to Rescind Contract of Sale Template","https://templates.business-in-a-box.com/imgs/400px/1165.png","https://templates.business-in-a-box.com/imgs/600px/1165.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,118,131,146,161],{"label":40,"url":41,"thumb":42,"extension":10},"Contract for the Sale of Goods","/template/contract-for-the-sale-of-goods-D1237","https://templates.business-in-a-box.com/imgs/250px/1237.png",{"label":44,"url":45,"thumb":46,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":48,"url":49,"thumb":50,"extension":10},"Contract for the Manufacture and Sale of Goods","/template/contract-for-the-manufacture-and-sale-of-goods-D1236","https://templates.business-in-a-box.com/imgs/250px/1236.png",{"label":52,"url":53,"thumb":54,"extension":10},"Contract of Sale of Commercial Property","/template/contract-of-sale-of-commercial-property-D1169","https://templates.business-in-a-box.com/imgs/250px/1169.png",{"label":56,"url":57,"thumb":58,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"label":60,"url":61,"thumb":62,"extension":10},"Conditional Sale Agreement","/template/conditional-sale-agreement-D1235","https://templates.business-in-a-box.com/imgs/250px/1235.png",{"label":64,"url":65,"thumb":66,"extension":10},"Sale Agreement for International Goods","/template/sale-agreement-for-international-goods-D12553","https://templates.business-in-a-box.com/imgs/250px/12553.png",{"label":68,"url":69,"thumb":70,"extension":10},"Installment Sale Contract","/template/installment-sale-contract-D12709","https://templates.business-in-a-box.com/imgs/250px/12709.png",{"label":72,"url":73,"thumb":74,"extension":10},"Assignment of Real Estate Contract and Sale Agreement","/template/assignment-of-real-estate-contract-and-sale-agreement-D1157","https://templates.business-in-a-box.com/imgs/250px/1157.png",{"label":76,"url":77,"thumb":78,"extension":10},"IP Sale Agreement","/template/ip-sale-agreement-D964","https://templates.business-in-a-box.com/imgs/250px/964.png",{"label":80,"url":81,"thumb":82,"extension":10},"Master Agreement Sale of Merchandise","/template/master-agreement-sale-of-merchandise-D1246","https://templates.business-in-a-box.com/imgs/250px/1246.png",{"label":84,"url":85,"thumb":86,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":102,"url":103},"MUTUAL RELEASE This Mutual Release (the \"Release\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS NOW THEREFORE, in consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: TERMS The undersigned hereby finally and irrevocably mutually release each other from all liability to each other, and settle all actions and causes of action against each other, for damages, loss or injury sustained by either of them, however arising, present and future, known and unknown at this time, relating to [DESCRIBE MUTUAL LIABILITY SITUATION]. ","Mutual Release","2",31,"https://templates.business-in-a-box.com/imgs/1000px/mutual-release-D1043.png","https://templates.business-in-a-box.com/imgs/250px/1043.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1043.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Release Agreements","release-agreement","mutual release","/template/mutual-release-D1043",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":116,"url":117},"SETTLEMENT AGREEMENT This Settlement Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Creditor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] [THIRD PARTY NAME] (the \"Debtor\"), an individual with his main address located at: [COMPLETE ADDRESS] WHEREAS by Statement of Claim filed on [DATE] in the Federal Court of [COUNTRY] (Trial Division) under court file number [NUMBER], as amended by an Amended Statement of Claim filed therein on [EFFECTIVE DATE], [COMPANY NAME]. (the \"Creditor\") instituted proceedings as plaintiff against the Company and Debtor as defendants in recovery of the sum of [AMOUNT] (the \"Action\"); WHEREAS in the Action, the Creditor has claimed the amount of [AMOUNT] from Debtor pursuant to a certain guarantee executed by him in favor of the Creditor; WHEREAS [COMPANY NAME] and the Creditor amalgamated effective [DATE], such that [COMPANY NAME] became a division of the Creditor; WHEREAS the parties have agreed to settle the Action upon the terms and conditions hereinafter set forth: NOW WHEREFORE, the parties hereto agree as follows: The Action is settled upon the terms hereinafter set forth. The parties shall execute a Declaration of Settlement Out Of Court in respect of the Action, which Declaration shall be remitted to the Bank, and which the Bank shall file in the court record on the latest of the trial date fixed for the Action, being [EFFECTIVE DATE], receipt of the initial payment provided for in Section 2 hereof and the date of registration of the Security contemplated in Section 2 hereof. Debtor hereby undertakes to pay to the Creditor the sum of [AMOUNT] in lawful currency of [COUNTRY] (the \"Settlement Amount\"), payable as set out below. Debtor shall pay to the Bank at its offices noted above the principal sum of [AMOUNT] in lawful currency of [COUNTRY] (the \"Principal Amount\"), by way of [NUMBER] equal consecutive monthly installments in the amount of [AMOUNT] each, payable on the [DATE] day of each month, commencing on [EFFECTIVE DATE] until full payment on [DATE] (the \"Payments\"). Concurrently with the execution hereof, Debtor shall deliver to the Creditor [NUMBER] check in the amount of [AMOUNT] each dated the [DATE] day of each month in payment of the Payments for [EFFECTIVE DATE] to [EFFECTIVE DATE] inclusively. Thereafter, Debtor shall deliver to the Creditor by or before [DATE] of each year, commencing [EFFECTIVE DATE] to [EFFECTIVE DATE] inclusively, [NUMBER] check in the amount of [AMOUNT] each dated the [NUMBER] day of each of the following [NUMBER] months in payment of the Payments for the said [NUMBER] month period. By or before [EFFECTIVE DATE], Debtor shall deliver to the Creditor [NUMBER] check in the amount of [AMOUNT] each dated the [NUMBER] day of each of the remaining [NUMBER] months in payment of the Payments for the said [NUMBER] month period. The Principal Amount shall bear interest from the date of any unremedied default at the rate of [PERCENTAGE %] percent per annum, calculated on the balance then outstanding and payable on demand. All interest not paid when due shall bear interest at the same rate calculated as aforesaid and payable on demand. The balance of [AMOUNT] (the \"Balance\") shall be paid to the Creditor by way of compensation and set-off against the amount of any commission which may become owing to Debtor by the Creditor on any sales of its assets which Debtor may make from time to time hereafter on behalf of the Creditor, and against the amount of any salary or other compensation which may become owing to him by the Creditor in respect of any other services of any nature whatsoever which Debtor may perform from time to time hereafter on behalf of the Creditor. The amount of such commissions, salary and/or other compensation shall be determined in accordance with the terms and conditions of any agreements which the Creditor and Debtor may enter into for the provision of such services by Debtor to the Creditor. The Creditor shall provide to Debtor on a regular basis a list of assets currently offered for sale by the Creditor and undertakes to give Debtor every opportunity, on a non-exclusive basis, to sell such assets and undertakes not to act unreasonably in considering any offer to purchase which Debtor may bring to the Creditor. In the event that the Balance has not been repaid in full on the date the last payment falls due under Section 2.1 hereof, Debtor shall pay off the amount of the Balance then outstanding (the \"Unpaid Balance\") by way of consecutive monthly installments in the amount of [AMOUNT] each, payable on the [DATE] day of each month, commencing [EFFECTIVE DATE] (the \"Extended Period\"). On [EFFECTIVE DATE], Debtor shall deliver to the Creditor the requisite number of check in the amount of [AMOUNT] each dated the [DATE] day of each month in payment of the Unpaid Balance, provided always that Debtor shall still be able to pay any or all of the Unpaid Balance during the Extended Period by way of compensation and set-off pursuant to the provisions of Section 2.3.1. Debtor shall have a grace period of [NUMBER] days from the date of any written notice of default to make any Payment due hereunder to remedy said default. In the event the default is not remedied within such period, Debtor shall lose the benefit of the term provided for herein and the entire balance of the Settlement Amount then outstanding shall become immediately due and payable. The Creditor shall then be entitled to demand payment in full of the outstanding amount of the Settlement Amount, by written notice of demand, without further notice, including prior notice of such acceleration, or delay. The Creditor shall, in addition to its right to accelerate payment in the event of an unremedied default to make any payment, be entitled to accelerate payment should the Creditor advise Debtor in writing of the discovery of any material omission of any encumbrance on any of the assets listed in Schedule C or of any other limitation or alteration in Debtor's right, title and interest in and to the assets listed in Schedule C, provided that Debtor shall have [NUMBER] days from the date of such notice to remedy the default such that the omission is no longer material, but not in the event of any other default hereunder. Concurrently with his execution of the present Settlement Agreement, Debtor shall execute demand promissory notes in the amounts of [AMOUNT] respectively, in the form of the promissory notes annexed hereto as Schedules A and B respectively, to be held by the Creditor as collateral security for the performance of Debtor's obligations under this Section 2. Debtor shall grant security in favor of the Creditor against each and all of the assets identified in the affidavit executed by Debtor concurrently herewith and annexed hereto as Schedule C (the \"Secured Assets\"), subject to the encumbrances thereon as disclosed therein (the \"Encumbrances\"), which Encumbrances Debtor hereby represents and warrants are all the encumbrances existing against the Secured Assets, and which Secured Assets Debtor hereby represents and warrants have a net aggregate liquidation value, after deduction of the reasonable expenses of liquidation and after payment of the Encumbrances of not less than the Settlement Amount. ","Settlement Agreement","8",64,"https://templates.business-in-a-box.com/imgs/1000px/settlement-agreement-D916.png","https://templates.business-in-a-box.com/imgs/250px/916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#916.xml",{"title":6,"description":6},[114,115],{"label":33,"url":98},{"label":33,"url":98},"settlement agreement","/template/settlement-agreement-D916",{"description":119,"descriptionCustom":6,"label":120,"pages":8,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":130},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: TERMINATION OF SERVICE AGREEMENT Dear [CONTACT NAME], I am writing to formally notify you that [COMPANY NAME] has decided to terminate the service agreement between our organizations, effective as of [TERMINATION DATE]. This decision has been made in accordance with the terms outlined in the original service agreement dated [AGREEMENT DATE]. Please be advised that all services provided under the agreement must cease by the termination date","Service Agreement Termination Letter",513,"https://templates.business-in-a-box.com/imgs/1000px/service-agreement-termination-letter-D14053.png","https://templates.business-in-a-box.com/imgs/250px/14053.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14053.xml",{"title":126,"description":6},"service agreement termination letter",[128,129],{"label":33,"url":98},{"label":33,"url":98},"/template/service-agreement-termination-letter-D14053",{"description":132,"descriptionCustom":6,"label":133,"pages":8,"size":121,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":144,"url":145},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: NOTICE OF BREACH OF THE CONTRACT Dear [CONTACT NAME], This is a notice that your company, as a contractor, under the previously signed contract, has committed a material breach of the contract by: [INSERT DETAILS OF EACH MATERIAL BREACH, OMISSION OR DEFAULT BY THE CONTRACTOR AND MAKE A REFERENCE TO THE RELEVANT POINTS OF THE CONTRACT THAT HAVE BEEN BREACHED].","Breach Of Contract Letter","https://templates.business-in-a-box.com/imgs/1000px/breach-of-contract-letter-D12695.png","https://templates.business-in-a-box.com/imgs/250px/12695.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12695.xml",{"title":138,"description":6},"breach of contract letter",[140,141],{"label":33,"url":98},{"label":142,"url":143},"Litigation & Settlement","litigation-settlement","breach contract letter","/template/breach-of-contract-letter-D12695",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":121,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":160},"Asset Purchase Agreement Your transaction description here. Table of Content 1. INTERPRETATION 5 1.1. Definitions 5 1.2. Extended Meanings 8 1.3. Interpretation Not Affected by Headings 8 1.4. Applicable Law 8 1.5. Funds 8 1.6. Financial Documents 8 1.7. Invalidity 9 1.8. Business Day 9 1.9. Preamble 9 2 PURCHASED ASSETS 9 2.1. Purchased Assets 9 2.2. Excluded Assets 10 2.3. Leases and Retention of Ownership Agreements 11 2.4. Removal of Purchased Assets 11 2.5. Forward Commitments 11 2.6. Assets Used in the Business 11 3. PURCHASE AND SALE 11 3.1. Purchase Price 11 3.2. Default 12 3.3. Balance of Price 12 3.4. Allocation of the Purchase Price 12 3.5. No Assumption of Liabilities 12 3.6. Payment of Taxes 13 3.7. Adjustments 13 3.8. Net Worth Adjustment 13 3.9. Disagreement Regarding Adjustment of Purchase Price 13 3.10. Escrow of Purchase Price 13 4. CLOSINGS AND CONDITIONS PRECEDENT TO THE SALE 14 4.1. Closing Date 14 4.2. Conditions Precedent to Closing in Favor of the Purchaser 14 4.3. Conditions Precedent to Closing in Favor of the Seller 17 4.4. Risk of Loss 17 4.5. Notification 18 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 18 5.1. Representations and Warranties of Seller 18 5.2. Representations and Warranties of the Purchaser 28 5.3. Survival 29 5.4. Indemnification of the Purchaser 29 5.5. Warranty Work 29 6. EMPLOYEES 30 6.1. List of Non-Unionized Employees 30 6.2. Employment to Non-Unionized Employees 30 6.3. Claims by Non-Unionized Employees 30 6.4. Pension Plan for Employees 30 6.5. Assumption of Collective Agreement 31 6.6. List of Unionized Employees 31 6.7. Offers to Unionized Employees 31 6.8. Short Term and Long-Term Disability 32 6.9. Benefit Plans 32 7. MUTUAL COOPERATION 32 7.1. Conduct of Business Prior to Closing 32 7.2. Access for Investigation Prior to Closing 32 7.3. Actions to Satisfy Closing Conditions 33 7.4. Transfer of Purchased Assets 33 7.5. Assistance in Judicial Claims 34 7.6. Collection of Receivables 34 7.7. Accounts Receivable 34 7.8. Differentiation of Products 35 8. MISCELLANEOUS 35 8.1. Successors and Assigns 35 8.2. Brokers 35 8.3. Legal Fees 35 8.4. Public Announcement 35 8.5. Entire Agreement 35 8.6. Notices 36 8.7. Time of Essence 36 8.8. Counterparts 36 9. GUARANTEE 36 9.1. Intervention of the Guarantor 36 9.2. Indulgence 37 9.3. Disability of Purchaser 37 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell, and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto at Section 4.1. \"Collective Agreement\" has the meaning ascribed thereto at Section 5.1.15. \"Employees\" has the meaning ascribed thereto at Section 5.1.15. \"Excluded Assets\" has the meaning ascribed thereto at Section 2.2. \"Goodwill\" has the meaning ascribed thereto in Subsection 2.1.12. \"Immovables\" has the meaning ascribed thereto in Subsection 2.1.4. \"Financial Statements\" means: the audited financial statements of the Seller relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Seller relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule 1.1a) hereto. \"Inventories\" means any product held for sale by the Seller and any materials (including components, spare parts, raw materials, work-in-process, finished products, packaging), held by the Seller in connection with the manufacturing, processing, assembly and sale of products, whether or not located on the Seller's premises, on consignment to a third party or in possession of sub-contractors, in transit or in storage. \"Letter of Credit\" means the irrevocable letter of credit issued by the [Bank] to the Seller in the amount of [AMOUNT]. \"Liabilities\" means all the liabilities, debts and obligations of the Seller whether present or future, whether pertaining to the Business, the Purchased Assets or otherwise, including, without limiting the generality of the foregoing: Liabilities under any service, management or other contract entered into by the Seller; Liabilities under any plans, programs or arrangements of any kind with respect to benefits provided to each person employed by the Seller at the Closing Date; Any Liabilities for any accidents, breach of contract, delict and quasi-delict, occupational health and safety violations, and all other types of claims and lawsuits connected with or arising out of any matter, incident, occurrence of set of facts or circumstances prior to the Closing Date; Liabilities relating to defects of any product sold at any time by the Seller prior to the Closing Date;","Purchase Agreement","37","https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-D12670.png","https://templates.business-in-a-box.com/imgs/250px/12670.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12670.xml",{"title":154,"description":6},"purchase agreement",[156,157],{"label":33,"url":98},{"label":158,"url":159},"Purchase & Sale Agreements","purchase-sale-agreement","/template/purchase-agreement-D12670",{"description":162,"descriptionCustom":6,"label":163,"pages":8,"size":164,"extension":10,"preview":165,"thumb":166,"svgFrame":167,"seoMetadata":168,"parents":169,"keywords":176,"url":177},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[170,173],{"label":171,"url":172},"Sales & Marketing","sales-marketing",{"label":174,"url":175},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",false,{"seo":180,"reviewer":193,"legal_disclaimer":197,"quick_facts":198,"at_a_glance":200,"personas":204,"variants":229,"glossary":257,"clauses":290,"how_to_fill":341,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":454,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":513,"classification":514},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Agreement To Rescind Contract Of Sale Template (Free Word)","Free rescission of sale contract template. Mutually cancel a purchase agreement, restore original positions, and document the unwind. Used in 190+ countries. Free Word and PDF download.","agreement to rescind contract of sale",[185,186,187,188,189,190,191,192],"rescission of contract of sale template","contract rescission agreement","mutual rescission agreement","rescind purchase agreement template","cancel contract of sale template","rescission agreement word template","sale contract cancellation agreement","mutual contract cancellation template",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":199,"legal_review_recommended":197,"signature_required":197,"notarization_required":178},"medium",{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"An Agreement to Rescind Contract of Sale is a legally binding document that both a buyer and seller sign to mutually cancel an existing sale contract and restore each party to the position they occupied before the original agreement was made. This free Word download provides a structured template you can edit online and export as PDF — covering the identification of the original contract, the return of consideration, mutual releases, and any outstanding obligations between the parties.\n","Use it when both parties agree to walk away from a completed or partially performed sale — whether due to changed circumstances, a failed condition precedent, or a mutual commercial decision to unwind the transaction. It is particularly important when deposit payments, partial deliveries, or ongoing obligations need to be formally addressed in writing before either party takes further action.\n","Identification of the original contract and parties, the effective date of rescission, return-of-consideration terms (deposits, payments, delivered goods), mutual release of claims, confidentiality obligations, warranties of authority, a no-further-liability clause, and governing law with signature blocks for both parties.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Business buyers and sellers","Unwinding an asset purchase or business sale that both sides want to exit","persona-small-business-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Real estate investors","Formally canceling a property purchase agreement before closing","persona-real-estate-investor",{"title":214,"use_case":215,"icon_asset_id":216},"Procurement and operations managers","Reversing a supplier contract that cannot be fulfilled due to changed specs","persona-operations-director",{"title":218,"use_case":219,"icon_asset_id":220},"Startup founders","Canceling an IP or asset acquisition that fell apart during due diligence","persona-startup-founder",{"title":222,"use_case":223,"icon_asset_id":224},"Legal and contracts professionals","Documenting a mutual unwind to eliminate residual liability between parties","persona-legal-counsel",{"title":226,"use_case":227,"icon_asset_id":228},"Retail and wholesale businesses","Canceling a bulk goods purchase contract when inventory or financing falls through","persona-retailer",[230,234,238,242,245,249,253],{"situation":231,"recommended_template":232,"slug":233},"Both parties agree to cancel the sale with all payments returned","Agreement to Rescind Contract of Sale (Full Rescission)","agreement-to-rescind-contract-of-sale-D1165",{"situation":235,"recommended_template":236,"slug":237},"Only part of the transaction needs to be unwound","Contract Amendment (Partial Modification)","amendment-to-sales-contract-D1224",{"situation":239,"recommended_template":240,"slug":241},"The seller is at fault and the buyer wants to cancel unilaterally","Notice of Contract Termination","notice-of-termination-D517",{"situation":243,"recommended_template":106,"slug":244},"Settling a dispute over a failed sale with a financial payment","settlement-agreement-D916",{"situation":246,"recommended_template":247,"slug":248},"Canceling a real estate purchase agreement specifically","Real Estate Contract Cancellation","assignment-of-real-estate-contract-D1158",{"situation":250,"recommended_template":251,"slug":252},"Releasing all claims after both parties performed and now want a clean break","Mutual Release Agreement","mutual-release-D1043",{"situation":254,"recommended_template":255,"slug":256},"Terminating a services contract rather than a sale of goods","Contract Termination Agreement (Services)","termination-agreement-D13787",[258,261,264,267,270,273,275,278,281,284,287],{"term":259,"definition":260},"Rescission","The legal cancellation of a contract that returns both parties to the positions they occupied before the agreement was made, as if the contract never existed.",{"term":262,"definition":263},"Mutual Rescission","A rescission agreed to by both parties voluntarily, as opposed to a court-ordered rescission or one triggered by breach.",{"term":265,"definition":266},"Consideration","The payment, goods, or other value exchanged when the original contract was formed — what must be returned to unwind the transaction.",{"term":268,"definition":269},"Restitution","The obligation to restore benefits received under a contract that has been rescinded — typically the return of money paid or goods delivered.",{"term":271,"definition":272},"Condition Precedent","An event or requirement that must occur before a contract obligation becomes enforceable — a failed condition precedent is a common trigger for rescission.",{"term":89,"definition":274},"A clause in which each party agrees to give up any claim it may have against the other arising from the original contract and its rescission.",{"term":276,"definition":277},"Status Quo Ante","Latin for 'the state that existed before' — the goal of rescission is to return both parties to the status quo ante.",{"term":279,"definition":280},"Void vs. Voidable Contract","A void contract has no legal effect from the start; a voidable contract is valid but can be canceled by one or both parties under certain conditions — rescission typically applies to voidable contracts.",{"term":282,"definition":283},"Entire Agreement Clause","A provision stating that the rescission agreement supersedes all prior discussions and representations about the cancellation of the original contract.",{"term":285,"definition":286},"Effective Date","The specific date on which the rescission takes legal effect, after which neither party has rights or obligations under the original contract.",{"term":288,"definition":289},"Warranty of Authority","Each signatory's representation that they are authorized to bind their respective organization to the rescission agreement.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Identification of the original contract","Names both parties and precisely identifies the sale contract being rescinded — including its date, subject matter, and any reference number — so there is no ambiguity about what is being canceled.","This Agreement to Rescind is entered into as of [DATE] between [PARTY A LEGAL NAME] ('Buyer') and [PARTY B LEGAL NAME] ('Seller'), with respect to the Contract of Sale dated [ORIGINAL CONTRACT DATE] for the purchase and sale of [DESCRIPTION OF GOODS / ASSETS / PROPERTY] ('Original Contract').","Describing the original contract vaguely — 'the sale agreement we signed last month' — instead of citing the exact date and subject matter. A loose reference creates a dispute about which contract is being rescinded.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Mutual agreement to rescind","States that both parties freely and voluntarily agree to cancel the original contract and that the rescission is effective as of the stated date.","The parties hereby mutually agree to rescind the Original Contract in its entirety, effective [EFFECTIVE DATE]. Upon the Effective Date, the Original Contract shall be of no further force or effect.","Omitting the word 'mutually' or framing the clause as one party terminating the other's rights. Courts treat unilateral termination differently from mutual rescission — the distinction affects liability and damages exposure.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Return of consideration","Specifies exactly what each party must return to the other — purchase price, deposit, delivered goods, transferred assets — and the deadline and method for doing so.","Within [X] business days of the Effective Date: (a) Seller shall return to Buyer the sum of $[AMOUNT], representing the deposit/purchase price paid under the Original Contract; (b) Buyer shall return to Seller all goods/assets received, in substantially the same condition as delivered.","Stating that consideration will be returned 'promptly' without specifying a number of days or a method of payment. 'Promptly' has been litigated to mean anywhere from 3 to 60 days depending on jurisdiction.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Mutual release of claims","Each party releases the other from any and all claims, demands, and liabilities arising out of or related to the original contract and its rescission — past, present, and future.","Each party hereby releases and discharges the other party from any and all claims, demands, causes of action, losses, and liabilities, known or unknown, arising out of or related to the Original Contract, except as expressly preserved in this Agreement.","Using a one-sided release that only discharges one party. If only the buyer releases the seller, the seller retains full ability to pursue claims arising from the buyer's conduct under the original contract.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Carve-outs and preserved obligations","Lists any obligations that survive the rescission — such as confidentiality obligations already in force, indemnities for pre-rescission conduct, or intellectual property protections.","Notwithstanding the foregoing, the following obligations under the Original Contract shall survive rescission: (a) confidentiality obligations under Section [X]; (b) indemnification for claims arising from [PARTY]'s conduct prior to the Effective Date.","Rescinding the entire contract without preserving confidentiality or indemnity clauses that were already triggered. Parties often discover this gap only after sensitive information is disclosed or a third-party claim arrives.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Representations and warranties of authority","Each signatory represents that they are duly authorized to execute the rescission agreement and that doing so does not violate any other agreement or obligation.","Each party represents and warrants that: (a) it has full authority to enter into and perform this Agreement; (b) execution of this Agreement does not violate any other contract, law, or obligation binding on it.","Skipping the authority warranty entirely for individual signatories acting on behalf of entities. If the signatory lacked authority, the rescission itself may be challenged.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"No admission of liability","Confirms that agreeing to rescind does not constitute an admission of fault or wrongdoing by either party — important if there was a dispute or performance failure leading to the decision to unwind.","This Agreement and the rescission effected hereby do not constitute, and shall not be construed as, an admission of liability, wrongdoing, or breach of any obligation by either party.","Omitting this clause when the rescission follows a dispute. Without it, the counterparty — or a third party such as an insurer — may later argue the rescission was an implied acknowledgment of fault.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Confidentiality of rescission terms","Restricts both parties from disclosing the terms of the rescission agreement to third parties, unless required by law or with written consent.","The parties agree to keep the terms of this Agreement confidential and shall not disclose them to any third party without the prior written consent of the other party, except as required by applicable law, regulation, or court order.","Omitting a confidentiality clause when the rescission involves commercially sensitive pricing or product information. The absence of a clause means the counterparty can freely disclose the terms to competitors, suppliers, or the press.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the rescission agreement and how any disputes about the rescission will be resolved — litigation, arbitration, or mediation.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by [binding arbitration / litigation] in [CITY / VENUE].","Choosing a governing law that differs from the one in the original contract without good reason. Inconsistent governing law clauses create jurisdictional uncertainty if a dispute arises about whether the rescission was validly executed.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Entire agreement and amendment","States that the rescission agreement is the complete and final record of the parties' agreement to cancel the original contract, superseding all prior discussions, and can only be amended in writing signed by both parties.","This Agreement constitutes the entire agreement between the parties with respect to the rescission of the Original Contract and supersedes all prior negotiations, representations, and understandings. This Agreement may only be amended by a written instrument signed by both parties.","Not including this clause after a drawn-out negotiation where many positions were exchanged by email. Without it, prior email threads and verbal concessions can be introduced as part of the agreement.",[342,347,352,357,362,367,372],{"step":343,"title":344,"description":345,"tip":346},1,"Identify and describe the original contract precisely","Enter both parties' full legal names, the exact date the original contract was signed, and a clear description of the subject matter — goods, property, business assets, or IP — covered by the sale.","Attach a copy of the original contract as an exhibit and reference it by exhibit letter in the rescission agreement to eliminate any ambiguity about which contract is being canceled.",{"step":348,"title":349,"description":350,"tip":351},2,"Set the effective date of rescission","Choose the specific calendar date on which the rescission takes legal effect. This may be the date of signing or a future date if time is needed to arrange the return of consideration.","If return of consideration requires more than a few days to arrange, set the effective date after the return deadline — this prevents a gap where the contract is technically rescinded but money or goods have not yet changed hands.",{"step":353,"title":354,"description":355,"tip":356},3,"Specify what is being returned and the timeline","List every item of consideration to be returned: the exact dollar amount, the method of payment (wire transfer, check, ACH), and the number of business days from the effective date by which return must occur. If goods are being returned, describe their required condition.","Denominate the return amount in the same currency as the original contract and specify the bank account or delivery address to avoid delays.",{"step":358,"title":359,"description":360,"tip":361},4,"Draft the mutual release with appropriate carve-outs","Write a broad mutual release covering all claims arising from the original contract, then identify specific obligations — confidentiality, indemnity, pre-existing IP rights — that should survive the rescission.","Check the original contract's survival clause before drafting carve-outs. Obligations already designated to survive termination in the original contract typically survive rescission as well unless you explicitly override them.",{"step":363,"title":364,"description":365,"tip":366},5,"Add the no-admission-of-liability clause if the rescission follows a dispute","If the decision to rescind arose from a disagreement over performance, a breach allegation, or a warranty failure, include the no-admission clause to prevent the other party from using the rescission as evidence of fault.","If litigation has already been filed or threatened, have a lawyer review this clause before signing — a poorly worded no-admission provision may not be sufficient protection in court.",{"step":368,"title":369,"description":370,"tip":371},6,"Confirm governing law matches the original contract","Unless there is a specific reason to change it, use the same governing law and dispute resolution mechanism as the original contract. Note that choice of law is checked against the actual transaction — parties cannot arbitrarily choose a jurisdiction with no connection to the deal.","For cross-border transactions, confirm that the chosen jurisdiction recognizes mutual rescission as a valid legal mechanism and that no local consumer protection or commercial law overrides the parties' agreement.",{"step":373,"title":374,"description":375,"tip":376},7,"Obtain signatures from authorized signatories before any money moves","Both parties must sign before consideration is returned. Obtain a fully executed copy with wet or electronic signatures from individuals with documented authority to bind each organization.","Use dated signatures — even by one day — to establish a clear sequence of events if the rescission is later challenged. eSign platforms that timestamp execution provide the strongest evidence.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Returning consideration before the agreement is signed","Returning money or goods before executing the rescission agreement can be interpreted as a unilateral gesture of goodwill rather than a contractually documented unwind, leaving the returning party without a signed release.","Always obtain fully executed signatures on the rescission agreement before initiating any return of payment or goods. Link the return obligation to a post-signature deadline.",{"mistake":383,"why_it_matters":384,"fix":385},"Omitting a carve-out for confidentiality obligations","Rescinding the original contract in its entirety — without preserving its confidentiality clause — can release the counterparty from obligations to protect sensitive pricing, technology, or customer information already shared.","Review the original contract's confidentiality clause before drafting the rescission and include an explicit carve-out preserving those obligations for a defined period post-rescission.",{"mistake":387,"why_it_matters":388,"fix":389},"Using vague return timelines such as 'as soon as possible'","Ambiguous return timelines generate follow-up disputes about whether one party is in breach of the rescission agreement itself — creating a second dispute on top of the one you were trying to close.","State the exact number of business days (e.g., 'within 10 business days of the Effective Date') and the specific payment method and destination for any monetary return.",{"mistake":391,"why_it_matters":392,"fix":393},"Failing to address partial performance before the rescission date","If work was completed, goods were partially delivered, or services were partially rendered before the rescission, failing to address how those are valued and settled leaves both parties exposed to claims for unjust enrichment.","Include a separate clause accounting for any pre-rescission performance — either by adjusting the return amount, issuing a credit, or documenting that the parties have agreed the partial performance is waived.",{"mistake":395,"why_it_matters":396,"fix":397},"Not including a no-admission-of-liability clause in disputed rescissions","When a rescission follows a performance dispute, courts and insurers have cited the act of rescission itself as evidence of an implied acknowledgment of fault, affecting indemnity coverage and future litigation.","Add an explicit no-admission clause any time the rescission arises from a dispute, warranty failure, or alleged breach — and have a lawyer review the clause wording if litigation has been threatened.",{"mistake":399,"why_it_matters":400,"fix":401},"Signing the rescission with someone who lacks authority","If the signatory was not authorized to bind the entity — for example, a mid-level manager signing without board or officer authorization — the rescission agreement may be voidable, meaning the original contract could still be enforceable.","Verify and document signing authority before execution. For entities, require the signature of a director, officer, or an individual with a board resolution confirming authorization to rescind.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is an agreement to rescind a contract of sale?","An agreement to rescind a contract of sale is a signed document in which both a buyer and a seller mutually agree to cancel an existing sale contract and return each party to the position they held before the agreement was made. It typically covers the return of any deposit or purchase price paid, the return of goods or assets transferred, a mutual release of claims, and the discharge of all outstanding obligations under the original contract.\n",{"question":407,"answer":408},"What is the difference between rescission and termination of a contract?","Rescission treats the contract as though it never existed and aims to restore the parties to the status quo ante — requiring the return of all consideration exchanged. Termination ends a contract prospectively, preserving obligations that accrued before the termination date. If a deposit was paid and goods were delivered, rescission requires everything to go back; termination may allow the parties to keep what they have earned up to the termination point.\n",{"question":410,"answer":411},"Does a rescission agreement need to be in writing?","In most jurisdictions, mutual rescission can technically be oral, but a written agreement is strongly recommended and in practice essential for any commercial transaction. Without a written record, disputes arise over what was agreed, what is to be returned, and whether the release of claims was genuinely mutual. For sales of real property, written rescission is generally required by statute.\n",{"question":413,"answer":414},"Can one party rescind a sale contract without the other party's agreement?","Unilateral rescission is only available in specific circumstances — typically where one party can demonstrate fraud, material misrepresentation, a fundamental breach, or a failed condition precedent. This template covers mutual rescission, where both parties agree. Unilateral rescission is a legal remedy that typically requires a formal demand letter and, if disputed, court proceedings. Consider consulting a lawyer before attempting to rescind unilaterally.\n",{"question":416,"answer":417},"What happens to a deposit when a sale contract is rescinded?","In a mutual rescission, the deposit is typically returned to the buyer in full as part of restoring the status quo ante, unless the parties specifically agree to a different allocation — for example, the seller retaining a portion to cover administrative costs or partially performed obligations. The rescission agreement should state the exact amount to be returned, the method of return, and the deadline to prevent any ambiguity.\n",{"question":419,"answer":420},"Does rescinding a contract of sale affect related agreements?","Rescinding a sale contract may not automatically rescind related documents such as confidentiality agreements, escrow instructions, financing arrangements, or ancillary service agreements. Each related document should be reviewed to determine whether it terminates automatically upon rescission of the principal sale contract or requires a separate cancellation. The rescission agreement's carve-out clause should address any obligations from related agreements that are intended to survive.\n",{"question":422,"answer":423},"Is stamp duty or transfer tax refundable when a sale is rescinded?","This varies significantly by jurisdiction. In many US states, real estate transfer taxes may be partially refunded if the deed was not recorded or the sale did not close. In the UK, Stamp Duty Land Tax may be recoverable if the transaction is rescinded before completion. In Canada, provincial land transfer tax refund rules differ by province. Always check applicable tax authority rules and consult a tax advisor before assuming tax payments will be recoverable.\n",{"question":425,"answer":426},"Can a partially performed sale contract be rescinded?","Yes, but partial performance complicates the rescission because restoring the parties to the status quo ante may not be fully possible if goods have been consumed, services rendered, or property altered. In these cases, the rescission agreement should include a clause addressing how partial performance is valued and whether any compensating payment is required. Courts in most jurisdictions will enforce a mutual agreement to rescind a partially performed contract provided the parties have genuinely consented and adequately addressed the value of what was exchanged.\n",{"question":428,"answer":429},"Do I need a lawyer to rescind a contract of sale?","For straightforward commercial sale contracts with no dispute, no partial performance, and a clear return of consideration, a well-drafted template is typically sufficient. Engage a lawyer when the transaction involves real property, significant partial performance, an active dispute or litigation threat, cross-border parties, or complex assets such as IP or a business as a going concern. A one-hour legal review for a template-based rescission typically costs $200–$500 and provides meaningful protection against drafting errors.\n",[431,434,438,442,446,450],{"industry":17,"icon_asset_id":432,"specifics":433},"industry-real-estate","Rescission of property purchase agreements before closing, addressing deposit return, title search costs, and any recorded instrument cancellation requirements.",{"industry":435,"icon_asset_id":436,"specifics":437},"Retail and Wholesale","industry-retail","Cancellation of bulk purchase orders for goods not yet delivered or in transit, including return logistics, restocking fee waivers, and currency adjustment clauses.",{"industry":439,"icon_asset_id":440,"specifics":441},"Technology and SaaS","industry-saas","Unwinding IP asset acquisitions or software license purchase agreements, with careful carve-outs preserving confidentiality and data deletion obligations.",{"industry":443,"icon_asset_id":444,"specifics":445},"Manufacturing","industry-manufacturing","Rescinding equipment or raw materials purchase contracts where specifications changed or financing fell through, with provisions for return shipping costs and inspection.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional Services","industry-professional-services","Canceling the sale of a professional practice or client book, addressing client notification obligations, file transfer, and non-compete clause survival.",{"industry":451,"icon_asset_id":452,"specifics":453},"Financial Services","industry-fintech","Unwinding asset purchase agreements in regulated contexts, with attention to regulatory notification requirements and the treatment of any escrowed funds.",[455,459,462,465],{"vs":456,"vs_template_id":457,"summary":458},"Contract Termination Agreement","contract-termination-letter-D13396","A contract termination agreement ends a contract prospectively from the termination date, allowing both parties to keep what they earned up to that point. An agreement to rescind treats the contract as though it never existed and requires the return of all consideration exchanged. Use termination when partial performance should stand; use rescission when you want a clean slate with everything returned.",{"vs":251,"vs_template_id":460,"summary":461},"mutual-release-agreement-D13405","A mutual release discharges both parties from claims against each other but does not necessarily cancel the underlying contract or require the return of consideration. A rescission agreement does both — it cancels the contract and addresses the return of what was exchanged. When a sale has fully closed and both parties simply want to eliminate residual liability, a mutual release may suffice; when the sale needs to be fully unwound, a rescission agreement is the correct document.",{"vs":106,"vs_template_id":463,"summary":464},"settlement-agreement-D12678","A settlement agreement resolves a specific dispute — typically with one party paying the other a negotiated sum — without necessarily canceling the original contract or requiring full return of consideration. A rescission agreement is not a dispute resolution tool; it is a structured unwind of a transaction that both parties agree to cancel. If the rescission is contested or involves a compensatory payment beyond pure return of consideration, a settlement agreement may be more appropriate.",{"vs":466,"vs_template_id":467,"summary":468},"Amendment to Contract of Sale","","A contract amendment modifies specific terms of an existing sale agreement while keeping the contract alive and enforceable. A rescission agreement cancels the contract in its entirety. Use an amendment when the parties want to adjust price, delivery dates, or specifications; use a rescission agreement when they want to exit the transaction completely and return to their pre-contract positions.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Straightforward commercial sale contracts with no dispute, no partial performance, and a clear cash return between domestic parties","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Transactions involving partial delivery, an active disagreement, real property, or cross-border parties","$200–$500 for a one-hour lawyer review","1–3 days",{"best_for":479,"cost":480,"time":481},"Business acquisitions, regulated asset sales, multi-party transactions, or any rescission where litigation has been threatened or filed","$1,000–$5,000+","1–2 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","Mutual rescission is recognized in all US states under common-law contract principles. For real estate transactions, written rescission is required in virtually every state, and recorded deeds may require a formal deed of rescission to be filed with the county recorder. Some states impose specific timelines for returning deposits in residential real estate contexts. Tax implications — including any applicable transfer tax refunds — vary by state and should be verified with a local attorney or tax advisor.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Mutual rescission is enforceable across Canadian provinces under common-law and, in Quebec, under the Civil Code of Quebec. For real estate, the formal cancellation of a registered transfer or agreement of purchase and sale typically requires a release document filed with the provincial land registry. Provincial land transfer tax refund eligibility varies — Ontario, British Columbia, and Quebec each have distinct rules. French-language documentation requirements apply in Quebec for any agreement where at least one party is a Quebec resident.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","Rescission is a well-established equitable remedy in English, Scots, and Northern Irish law. Mutual rescission by agreement is enforceable without court involvement. For land transactions, any registered title changes resulting from a rescinded sale must be dealt with through HM Land Registry. Stamp Duty Land Tax paid on a transaction may be recoverable by application to HMRC if the rescission occurs before or shortly after completion, subject to strict time limits. Consumer sale transactions may also engage the Consumer Rights Act 2015 if one party is an individual purchaser.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","Rescission rules vary significantly across EU member states — civil law jurisdictions such as France, Germany, Spain, and the Netherlands each have distinct statutory frameworks governing the unwinding of sale contracts. The EU Consumer Rights Directive provides withdrawal rights in B2C transactions, but B2B mutual rescission is governed by national contract law. GDPR obligations are relevant where the original contract involved the transfer of personal data, as rescission does not automatically satisfy data erasure or return obligations. Cross-border transactions should identify the governing law at the outset, as the Rome I Regulation determines which national law applies.",[252,244,504,505,506,507,237,508,509,510,511,512],"service-agreement-termination-letter-D14053","breach-of-contract-letter-D12695","purchase-agreement-D12670","bill-of-sale-D1229","escrow-agreement-D1173","indemnification-agreement-D13016","non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","general-release-and-settlement-agreement-D12554",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":98,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":524},"transfers-terminations-and-releases","agreement","general","all-stages",[520,521,522,523],"legal","contract-rescission","mutual-release","sale-cancellation",0.95,"\u003Ch2>What is an Agreement to Rescind Contract of Sale?\u003C/h2>\n\u003Cp>An \u003Cstrong>Agreement to Rescind Contract of Sale\u003C/strong> is a legally binding document signed by both a buyer and a seller to mutually cancel an existing sale contract and restore each party to the legal and financial position they occupied before the original agreement was made. Unlike a termination that ends a contract going forward, rescission treats the contract as though it never came into existence — requiring the return of all consideration exchanged, whether that means refunding a deposit, returning delivered goods, or transferring assets back to the original owner. The agreement also provides a mutual release of claims, ensuring that neither party can later sue the other for breach of the contract being rescinded.\u003C/p>\n\u003Cp>This template is a free Word download covering every essential clause: identification of the original contract, the effective rescission date, return-of-consideration terms with specific timelines, mutual releases with appropriate carve-outs for surviving obligations such as confidentiality, a no-admission-of-liability provision, and a governing law clause consistent with the original transaction.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>When two parties decide to walk away from a sale, a handshake or an email exchange is rarely sufficient protection for either side. Without a signed rescission agreement, the original contract remains technically in force — either party can still claim the other is in breach, seek damages, or demand specific performance. The return of a deposit without written documentation does not extinguish claims; it may even be characterized as a partial settlement that leaves residual liability on the table.\u003C/p>\n\u003Cp>A properly executed agreement to rescind closes those gaps completely. It creates an unambiguous record that both parties consented to the cancellation, documents exactly what was returned and when, discharges all claims arising from the original contract, and preserves any obligations — confidentiality, indemnity, IP ownership — that the parties want to keep in force after the unwind. For businesses managing multiple transactions, having a documented rescission on file also protects against audit queries, future litigation, and disputes with insurers or financiers who need to verify that a particular sale is no longer active. This template gives both parties a clean, enforceable exit in under an hour.\u003C/p>\n",1781185918927]