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TXR 1301Commercial Real Estate Listing Agreement, Exclusive Right to Sell

This is the primary listing agreement used when an owner hires a broker to sell commercial real property in Texas under an exclusive right to sell arrangement. It grants the broker the exclusive right to market and sell the property, establishes the broker's fee structure for both sales and potential leases of the property (including renewal, extension and expansion fees), and sets the listing term, protection period, named exclusions, intermediary status, the seller's representations and disclosures, and the parties' obligations.

Source: TXR
Form Number: 1301
Category: Other
Revised: July 8, 2022

Used For

Commercial Sales

Form Outline

The TXR 1301 form is organized into the following sections:

  1. 1. PARTIES
    Identifies the seller and broker, and appoints Broker as Seller's sole and exclusive real estate agent with the exclusive right to sell the Property.
  2. 2. PROPERTY
    Defines the Property (address, city, county, zip and legal description) and everything Broker markets with it — improvements, fixtures, appurtenances, leases, licenses, warranties, trade names and the tangible personal property used in operations, except as listed.
  3. 3. LISTING PRICE
    The sales price Broker markets the Property at, and the seller's typical closing costs Seller will pay, except as listed.
  4. 4. TERM
    When the Listing begins and ends, and the date after which Seller may terminate it on notice to Broker.
  5. 5. BROKER'S FEE
    Broker's fee (5A), when it is earned and payable, the other fees for leases, renewals, extensions and expansions, breach by a buyer, service-provider referrals and reimbursable expenses (5D), the protection period (5E), the county of payment (5F) and the escrow authorization (5G).
  6. 6. EXCLUSIONS
    Persons excluded under a prior listing agreement (6A), the reduced fee Seller pays Broker if the Property sells or leases to a named exclusion before the date specified (6B), and whether Broker will assist with that sale or lease (6C).
  7. 7. ACCESS TO THE PROPERTY
    Seller instructs Broker to access the Property at reasonable times, authorize other brokers, inspectors, appraisers, lenders, engineers, surveyors and repair persons to enter, and duplicate keys for showings.
  8. 8. COOPERATION WITH OTHER BROKERS
    Broker will allow other brokers to show the Property and will offer a cooperating broker who procures the buyer a portion of Broker's fee under Paragraph 5.
  9. 9. INTERMEDIARY
    Whether Broker may act as an intermediary when a prospect Broker represents offers to buy or lease the Property (check A or B only).
  10. 10. CONFIDENTIAL INFORMATION
    Broker may not knowingly disclose information obtained in confidence from Seller, or from any other person Broker represents, except as authorized or required by law.
  11. 11. BROKER'S AUTHORITY
    Broker's marketing authority — advertising, signage, Internet and listing-service placement, disseminating information, accepting trust money, electronic platforms — while Broker may not execute documents in Seller's name.
  12. 12. REPRESENTATIONS
    Seller's representations about title, other listings, options, encumbrances and intellectual property (12A); how material defects are disclosed (12B — check only one box); and the PID / special taxing district the Property is in (12C, 12D).
  13. 13. SELLER'S ADDITIONAL PROMISES
    Seller agrees to cooperate with Broker, refer all prospects, not list with another broker, provide rent rolls, leases, plans, surveys, operating statements and reports, advise of tenant changes, complete disclosures and remove other signs.
  14. 14. LIMITATION OF LIABILITY
    Vacancy-clause notice to Seller's insurer; Broker is not liable for injury, loss or damage not caused by Broker; Seller indemnifies Broker for nondisclosure, incorrect information, intellectual-property claims and Seller's negligence.
  15. 15. SPECIAL PROVISIONS
    Open-text area for additional negotiated terms and special conditions.
  16. 16. DEFAULT
    Seller's breach makes Seller liable for the Paragraph 5A fee and other fees; the Listing Price stands in for the sales price when one is not determinable; Broker's breach lets Seller exercise any remedy at law.
  17. 17. MEDIATION
    Good-faith negotiation, then mediation with a mutually acceptable mediator and shared costs.
  18. 18. ATTORNEY'S FEES
    The prevailing party in any legal proceeding under this Listing recovers costs and reasonable attorney's fees.
  19. 19. ADDENDA
    Addenda or information that are part of this Listing (check all that apply), with two write-in lines.
  20. 20. AGREEMENT OF THE PARTIES
    Entire agreement, assignability, binding effect, joint and several liability, governing law, severability, partial sales or leases, and notices.
  21. 21. ADDITIONAL NOTICES
    Fees are negotiable; fair-housing notice; lead-based paint requirements for pre-1978 dwellings; Broker cannot give legal advice.
  22. Execution
    Signature block for Seller (up to two signers, entity-style "By:" lines with printed name and title) and for Broker (company name, license numbers, and the signer's printed name and title).

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