Wholesale Assignment Contract Template
A starting-point assignment of contract for transferring your purchase rights to an end buyer. Three-party agreement between the wholesaler (assignor), end buyer (assignee), and reference to the original seller in the underlying contract.
- Three-party assignment agreement with signature blocks
- Reference to the underlying purchase contract being assigned
- Explicit assignment fee disclosure with payment timing
- Default and remedies clause
- State-disclosure placeholder (varies — Illinois, Oklahoma, Pennsylvania, others have specific requirements)
- Use AFTER you have the property under contract with the original seller. The underlying purchase agreement must contain "buyer or assigns" or explicit assignment language.
- Fill in the property address, original contract date, original buyer (you), original seller, and end buyer details.
- Assignment fee is the wholesaler's compensation, paid at closing from the title company.
- All three parties sign. Title company keeps a copy.
- ALWAYS have a state-specific real-estate attorney review before first use. State disclosure laws are evolving rapidly.
Copy below, or download.
ASSIGNMENT OF REAL ESTATE PURCHASE AGREEMENT
This Assignment of Real Estate Purchase Agreement ("Assignment") is made
this ____ day of ________________, 20____, by and between:
ASSIGNOR (the original buyer / wholesaler):
Name: _________________________________
Address: _________________________________
ASSIGNEE (the end buyer):
Name: _________________________________
Address: _________________________________
PROPERTY SUBJECT TO ASSIGNMENT:
Address: _________________________________
Legal description per Exhibit A.
UNDERLYING PURCHASE AGREEMENT:
Dated: _________________________________
Between Assignor (as "Buyer") and:
Seller: _________________________________
RECITALS
WHEREAS Assignor entered into the Underlying Purchase Agreement to
acquire the Property from the Seller; and
WHEREAS Assignor wishes to assign all of Assignor's rights, interests,
and obligations under the Underlying Purchase Agreement to Assignee;
and
WHEREAS Assignee wishes to accept such assignment subject to all terms
and conditions of the Underlying Purchase Agreement;
NOW THEREFORE, in consideration of the mutual covenants below, the
parties agree as follows:
1. ASSIGNMENT. Assignor hereby assigns to Assignee all of Assignor's
right, title, and interest in and to the Underlying Purchase
Agreement, including without limitation the right to purchase the
Property.
2. ACCEPTANCE. Assignee accepts the assignment and assumes all
obligations of Assignor as Buyer under the Underlying Purchase
Agreement.
3. ASSIGNMENT FEE. As consideration for this Assignment, Assignee
shall pay Assignor an Assignment Fee of $_____________, payable
to Assignor at closing of the Underlying Purchase Agreement, from
the title or closing agent's disbursement of funds.
4. ORIGINAL CONTRACT TERMS. All terms, conditions, contingencies,
deadlines, and obligations of the Underlying Purchase Agreement
shall remain in full force and effect and be the responsibility
of Assignee following execution of this Assignment.
5. EARNEST MONEY. The earnest money deposit, if any, paid by
Assignor under the Underlying Purchase Agreement shall be
reimbursed to Assignor at closing.
6. REPRESENTATIONS. Assignor represents that the Underlying
Purchase Agreement is in full force and effect, has not been
amended except as disclosed in writing, and is freely
assignable.
7. DISCLOSURE. Assignor is acting as a real-estate wholesaler and
not as a licensed real-estate broker. Assignor does not represent
either the Seller or the Assignee. [State-specific disclosure
language must be added per applicable state law.]
8. GOVERNING LAW. This Assignment shall be governed by the laws of
the State of __________________.
9. ENTIRE AGREEMENT. This document constitutes the entire agreement
between the parties with respect to the assignment and supersedes
all prior negotiations.
10. ATTORNEY REVIEW. The parties acknowledge they have been advised
to seek independent legal counsel before signing this Assignment.
ASSIGNOR: ASSIGNEE:
________________________________ ________________________________
Signature Signature
________________________________ ________________________________
Printed Name Printed Name
Date: ___________________ Date: ___________________
ACKNOWLEDGED by Original Seller:
________________________________
Signature
Date: ___________________
EXHIBIT A — Legal Description of Property
[Insert legal description from title commitment or deed] - This is a STARTING POINT, not a finished document. Real-estate law varies by state — always have a licensed attorney in your state adapt this before first use.
- Several states (Illinois, Oklahoma, Pennsylvania, and others) have passed specific wholesale-disclosure laws requiring notarized written notice to the seller. This template does not include all state-specific requirements.
- The "buyer or assigns" language must already be in the underlying purchase agreement, or the assignment may not be enforceable.
- Earnest money handling varies by state — some require the original earnest to remain in escrow through close, some allow reimbursement at assignment.
Deeper context.
Terms referenced in this template.
An assignment fee is the amount a wholesaler is paid for assigning the rights of a real estate purchase contract to an end buyer. Typical fees in 2026 range from $5,000 to $25,000 on single-family deals, depending on the spread and the market.
Wholesaling is the real-estate strategy of putting a distressed property under purchase contract and assigning that contract to a cash buyer for a fee. The wholesaler never owns the property — they're paid for connecting motivated sellers to investor buyers.
Earnest money is the deposit a buyer puts down at contract execution to demonstrate commitment. In wholesale deals, EMDs typically range from $10 to $1,000 — far smaller than retail. The EMD goes toward closing costs at closing, or to the seller if the buyer defaults.
A novation is a three-party contract that replaces the original buyer (the wholesaler) with a new buyer (the end investor), with the seller's explicit consent. Used as an alternative to assignment in states with restrictive wholesale-assignment laws.
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