Practical examples of purchase agreement samples with deposits

Real-world examples of purchase agreement samples with deposits

Let’s start where most people actually need help: seeing how deposit clauses look in context. Below are several realistic examples of purchase agreement samples with deposits across different industries. They’re not templates you should copy blindly, but they’re close to what you’ll see in many U.S. contracts.

Residential real estate: example of a home purchase deposit clause

In many U.S. housing markets, buyers put down an earnest money deposit of 1–3% of the purchase price. According to recent data from the National Association of Realtors, median home prices in 2024 are hovering around the mid-$400,000s in many metro areas, which means a typical deposit can easily hit five figures.

Here’s a simplified example of a purchase agreement sample with deposits for a home sale:

Earnest Money Deposit. Within two (2) business days after the Effective Date, Buyer shall deposit the sum of Ten Thousand Dollars (US $10,000) (the “Deposit”) with ABC Title Company (the “Escrow Agent”). The Deposit shall be applied to the Purchase Price at Closing.

Refund of Deposit. If Buyer terminates this Agreement prior to the expiration of the Inspection Period in accordance with Section 7, the Deposit shall be returned to Buyer in full within five (5) business days, and neither party shall have any further obligations hereunder.

Forfeiture of Deposit. If Buyer fails to close the transaction on the Closing Date for any reason other than Seller default or a permitted termination under this Agreement, the Deposit shall be paid to Seller as liquidated damages, and Seller’s sole remedy shall be retention of the Deposit.

This is one of the best examples of how residential contracts treat deposits: money is held by a neutral escrow agent, clearly labeled as refundable under certain conditions and forfeited if the buyer walks away without a valid contractual excuse.

Commercial real estate: examples include staged deposits

Commercial deals often involve staged deposits tied to milestones: signing, due diligence, financing approval. Here’s an example of a purchase agreement sample with deposits for a small office building:

Initial Deposit. Within three (3) business days after the Effective Date, Buyer shall deposit Fifty Thousand Dollars (US $50,000) (the “Initial Deposit”) with Escrow Agent.

Additional Deposit. Upon expiration of the Due Diligence Period without termination by Buyer, Buyer shall deposit an additional One Hundred Fifty Thousand Dollars (US $150,000) (the “Additional Deposit”) with Escrow Agent. The Initial Deposit and Additional Deposit are collectively referred to as the “Deposit.”

Non-Refundable Portion. Upon expiration of the Due Diligence Period, One Hundred Thousand Dollars (US $100,000) of the Deposit shall become non-refundable to Buyer except in the event of Seller default or failure of a Closing Condition not caused by Buyer.

This example of a purchase agreement sample with deposits shows how sellers in 2024’s tighter credit environment try to lock in serious buyers by making part of the deposit non-refundable after due diligence.

Vehicle sale: simple example of a car purchase deposit

Private-party and small dealership car sales typically use a smaller, flat deposit to hold the vehicle. One of the cleanest examples of purchase agreement samples with deposits in this space looks like this:

Holding Deposit. Buyer shall pay a deposit of Five Hundred Dollars (US $500) (the “Deposit”) to Seller on the date of this Agreement. Seller agrees not to sell the Vehicle to any other party for a period of seven (7) calendar days.

Application of Deposit. If Buyer completes the purchase of the Vehicle within the seven (7) day period, the Deposit shall be applied to the Purchase Price at the time of payment in full.

Non-Completion. If Buyer fails to complete the purchase within the seven (7) day period for any reason, the Deposit shall be retained by Seller as consideration for holding the Vehicle and removing it from the market.

For relatively low-value transactions, this kind of short, direct language is often enough, as long as both sides sign and date the agreement.

Equipment and machinery: examples of purchase agreement samples with deposits for businesses

Businesses buying equipment or machinery often face long lead times and custom orders. Sellers want protection against last-minute cancellations, so deposits are common. Here’s an example of a purchase agreement sample with deposits for industrial equipment:

Deposit and Production Release. Within five (5) business days after execution of this Agreement, Buyer shall pay a deposit equal to thirty percent (30%) of the Purchase Price (the “Deposit”). Seller shall not commence production or customization of the Equipment until the Deposit has been received in cleared funds.

Non-Refundable Deposit. The Deposit is non-refundable except in the event of Seller’s material breach or failure to deliver the Equipment in accordance with the Specifications, in which case Seller shall refund the Deposit within thirty (30) days after written notice from Buyer.

This is one of the best examples of how deposits shift risk in business-to-business deals: the buyer accepts that the deposit is mostly gone if they change their mind, because the seller is investing in custom production.

Online business or website sale: example of digital asset purchase deposit

Buying an online store, app, or content site typically involves due diligence around traffic, revenue, and intellectual property. Deposits help keep both sides honest. A practical example of a purchase agreement sample with deposits for a website sale might read:

Escrow Deposit. Within two (2) business days after the Effective Date, Buyer shall deposit Ten Percent (10%) of the Purchase Price (the “Deposit”) with XYZ Online Escrow, Inc. (the “Escrow Agent”).

Due Diligence and Refund. Buyer shall have fourteen (14) days (the “Due Diligence Period”) to review Seller’s traffic, revenue, and intellectual property documentation. If Buyer is not satisfied in Buyer’s sole discretion, Buyer may terminate this Agreement by written notice prior to the end of the Due Diligence Period, and the Deposit shall be returned to Buyer in full.

Closing. At Closing, the Deposit shall be released to Seller and applied to the Purchase Price, and Buyer shall pay the remaining balance to Escrow Agent for release to Seller upon transfer of the Assets.

For digital transactions, using a licensed escrow service is standard practice and helps prevent fraud. The U.S. Federal Trade Commission regularly warns consumers and small businesses about online payment scams; using escrow and clear deposit terms is one of the safer approaches (see guidance on avoiding scams at consumer.ftc.gov).

Service contracts and deposits: examples include events and consulting

Deposits aren’t only for physical goods. Service providers—wedding planners, consultants, software developers—often require deposits to block out their calendars.

Here is an example of a purchase agreement sample with deposits for a consulting engagement:

Engagement Deposit. Upon execution of this Agreement, Client shall pay a deposit of Twenty-Five Percent (25%) of the total Project Fee (the “Deposit”). Consultant shall not be obligated to commence work until the Deposit has been received.

Cancellation by Client. If Client cancels the Project more than thirty (30) days before the scheduled Project start date, Consultant shall refund fifty percent (50%) of the Deposit. If Client cancels within thirty (30) days of the Project start date, the Deposit shall be non-refundable.

For event services (venues, catering, photography), the language is similar, but often more protective of the vendor because date-specific bookings are hard to replace.

Key trends shaping purchase agreements with deposits in 2024–2025

Now that you’ve seen several examples of purchase agreement samples with deposits, it helps to understand why these clauses look the way they do right now.

Bigger deposits in tight credit markets

With higher interest rates and stricter lending standards in 2024–2025, sellers and lenders often want more money on the table early. In real estate and business acquisitions, it’s common to see:

• Higher earnest money (sometimes 5% or more in competitive markets)
• Non-refundable portions that “go hard” after due diligence
• Additional deposits tied to financing approval or regulatory milestones

This is especially visible in commercial property deals and mid-market M&A transactions.

Stronger fraud protections and escrow language

Online and cross-border deals have pushed buyers to demand escrow for deposits. Government agencies like the FTC encourage buyers to verify escrow companies and avoid wiring money directly to unknown sellers (FTC escrow advice).

Modern examples of purchase agreement samples with deposits almost always:

• Identify the escrow agent by name
• Specify how funds must be paid (wire, ACH, certified check)
• Spell out exactly when the escrow agent can release funds

Clearer refund rules and consumer protection

In consumer-facing industries (housing, vehicles, timeshares, and some services), state and federal rules influence how deposits can be kept or refunded. For example, U.S. state laws on landlord-tenant security deposits require clear disclosure and timelines for returns; while that’s a different context, it has shaped expectations around transparency in deposit language more broadly. You can see how states regulate deposits in housing on resources like HUD’s tenant rights pages.

Because of this, the best examples of purchase agreement samples with deposits now:

• Avoid vague “non-refundable under all circumstances” language
• Tie forfeiture to specific buyer actions (failing to close, breaching obligations)
• Include exact deadlines for refunding deposits

Anatomy of a strong deposit clause (with mini examples)

Looking across all these examples of purchase agreement samples with deposits, you’ll notice the same building blocks repeated. Here’s how they usually appear in practice.

1. Amount and timing

Every agreement needs to state how much the deposit is and when it must be paid. A short example of this piece:

Buyer shall pay a Deposit in the amount of US $25,000 within three (3) business days after the Effective Date by wire transfer of immediately available funds.

2. Who holds the money

Modern contracts almost always identify an escrow agent or at least specify the account:

The Deposit shall be held by Escrow Agent in a separate, interest-bearing account, with any interest earned to be applied to the Purchase Price at Closing.

3. Application to the purchase price

This is where you confirm that the deposit isn’t extra—it’s part of the deal price:

At Closing, the Deposit shall be credited against the Purchase Price.

4. Conditions for refund

This is where many disputes happen, so clear drafting matters. Real examples of purchase agreement samples with deposits often tie refunds to:

• Failed inspections
• Financing denial after a good-faith effort
• Title defects that the seller can’t cure

Sample language:

If Buyer terminates this Agreement pursuant to Section 9 (Financing Contingency) after using good faith efforts to obtain financing, Escrow Agent shall return the Deposit to Buyer within five (5) business days.

5. Forfeiture or liquidated damages

When the buyer simply doesn’t perform, sellers want a clear remedy:

If Closing does not occur due to Buyer’s default, Seller shall be entitled to the Deposit as liquidated damages, and the parties agree that actual damages would be difficult to determine.

Courts in many U.S. states will scrutinize liquidated damages clauses, so amounts that look punitive instead of compensatory can be risky. The American Bar Association has ongoing guidance and discussion on drafting enforceable liquidated damages provisions (americanbar.org).

How to adapt these examples of purchase agreement samples with deposits

These real examples are helpful, but you still need to fit them to your situation. A few practical pointers:

Match the deposit to the risk

• Highly customized goods or services: higher, often non-refundable deposits
• Easy-to-resell items (standard vehicles, consumer goods): smaller, more refundable deposits
• Long timelines or regulatory risk (commercial property, business sales): staged deposits that increase as contingencies are removed

Use the right escrow setup

For higher-value deals, especially cross-border, consider:

• A licensed escrow company
• A law firm trust account (IOLTA in the U.S.)
• A reputable online escrow service for digital assets

Always verify the escrow provider independently; regulators and consumer advocates regularly warn about fake escrow sites.

Align with local law

Deposit rules can be heavily influenced by local law, especially in real estate. State bar associations and law school clinics often publish plain-language guides to buying property and using deposits. For example, many U.S. law schools host free contract resources on their .edu sites that explain earnest money and escrow in accessible terms.

Before you rely on any example of a purchase agreement sample with deposits, have a licensed attorney in your jurisdiction review and adapt the language.

FAQ: Short answers about deposits in purchase agreements

Q1. Are deposits always non-refundable?
No. Many of the best examples of purchase agreement samples with deposits show a mix: refundable during inspection or due diligence, then partially or fully non-refundable after certain deadlines. Refundability depends on the contract language and applicable law.

Q2. What is a fair deposit amount?
It depends on the asset and market conditions. Residential real estate often uses 1–3% of the purchase price, while custom equipment or software projects may require 25–50%. Look at real examples in your industry and talk to local professionals (agents, brokers, attorneys) for current norms.

Q3. Can I see more examples of how deposits are worded?
Yes. Many state realtor associations, bar associations, and business development centers publish sample forms. While you may not get the exact language here, the examples of purchase agreement samples with deposits in this article mirror the structure you’ll see in those standard forms.

Q4. Is an email agreement about a deposit legally binding?
It can be, if it contains the key terms (price, item, parties, deposit, timing) and both sides clearly agree. But for high-value transactions, you should always use a full written contract and, ideally, an escrow arrangement.

Q5. Should interest on the deposit go to the buyer or seller?
Most real estate contracts specify that any interest earned on the deposit is applied to the purchase price or belongs to the buyer. In short-term or small deposits, interest is often ignored because the amounts are trivial.

Q6. What’s an example of a red flag in a deposit clause?
Watch for language that says the deposit is non-refundable under all circumstances, combined with pressure to wire funds directly to an individual instead of an escrow agent. That combination is a common feature in fraud cases flagged by regulators and consumer watchdogs.

Use these examples of purchase agreement samples with deposits as a starting point—not as a substitute for legal advice. The goal is to walk into your next negotiation already familiar with how serious contracts handle deposits, so you can ask sharper questions and insist on clear, written terms before any money leaves your account.