Your wholesale contract is the legal backbone of every deal. A bad contract loses you margin; a missing clause loses you the deal entirely. This guide walks through the clauses every wholesaler needs, the assignment language that makes the contract sellable, and the escape hatches that keep you protected if a deal falls apart.
The essential clauses
A workable wholesale purchase agreement needs these at minimum:
- Parties & property: Buyer name (you or your LLC), seller name(s), full legal address, APN.
- Purchase price: The number you agreed on with the seller. This is what the seller sees; your end buyer pays more.
- Earnest money deposit (EMD): Usually $10–$500, held in escrow. Skin in the game — keep it low so you can walk without financial pain.
- Closing date: Typically 30–45 days out. Give yourself time to assign.
- Inspection period: 7–21 days. This is your primary escape hatch.
- Assignment language: See below. Non-negotiable.
- As-is clause: Seller takes no responsibility for condition; no repair credits.
- Signatures: All owners of record. Missing a spouse on a jointly-owned property is the most common mistake.
Assignment language
The clause that turns a purchase contract into a wholesale contract usually reads like this:
Buyer: [Your Name] and/or assigns.
The “and/or assigns” phrase gives you the right to substitute a new buyer at closing. Some states (Illinois, Oklahoma, Pennsylvania, South Carolina) now require additional disclosure language — typically a sentence stating your intent to assign and the fee you'll collect. Check your state's current law before printing your template.
Never use a contract without assignment language. If you forget it, you'll need a double close — which costs more in fees and exposes your spread.
Escape clauses
Three clauses let you walk without losing your EMD:
- Inspection contingency:“Buyer may terminate for any reason during the inspection period and receive full refund of EMD.” This is the most common escape.
- Financing/partner contingency:Useful even as a cash buyer — “subject to buyer's partner approval” gives you runway if your end buyer falls through.
- Title contingency: Unclear title, undisclosed liens, or missing heirs all let you walk. Always order a title search early.
Time these right. Walking inside the contingency window is free; walking outside it forfeits your EMD.
EMD & disclosures — two things new wholesalers blow
- Send EMD to the title company, never the seller. Once it's in the seller's hands, good luck getting it back if the deal dies.
- State-specific disclosures: lead paint (pre-1978 properties), HOA docs, property condition forms. Missing one can void the contract and trigger a lawsuit.
Get it signed fast
Wholesale contracts live and die on speed. DealMako's built-in e-signature and contract generator lets you draft, send, and countersign from your phone — most sellers sign within 24 hours, with assignment language and state-specific disclosures baked in.
For the full deal cycle, see our complete wholesaling guide.