COMPARISON CHART 2018 PRDS CONTRACT 2018 CAR CONTRACT NOTE: BOTH FORMS WERE MODIFIED TO REFLECT NEW AGENCY TERMINOLOGY CAR #

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1 COMPARISON CHART 2018 CONTRACT 2018 CONTRACT NOTE: BOTH FORMS WERE MODIFIED TO REFLECT NEW AGENCY TERMINOLOGY Introductory Paragraph ( ) Introductory Paragraph Identifies Buyer; Purchase Price and Property Address Identifies Buyer and Seller as the Parties ; Brokers are not Parties 1 Agency Acknowledges Receipt of Statutory Disclosure & Advisory & Consent for Multiple Agency Confirmation of Actual Agency Relationships 1A- 1D 1E 2A 2B 2C Purchase Price, Property & Date for COE Identifies Buyer and Seller as the Parties ; Brokers are not Parties Receipt of Disclosure Form; Confirmation Potentially Competing Buyers & Sellers 2 Financial Terms 3 Finance Terms Ref. Good Funds Format retains original. uses a list and includes COE date No difference Both & use Separate Disclosure Forms but have the Parties acknowledge advance receipt; Difference is format. Both have new Agency Confirmation language due to statutory change. Buyer does not state deposit is good funds- all funds must be good - 4 2A Deposit Default is Buyer uses electronic transfer to deposit funds 3A Initial Deposit Same default but provides option for Broker to take the check to escrow. 2B Additional Deposit Same format as 2A 3B Increased Deposit Same as with Initial Deposit. 2C Balance of Down Payment Buyer obligated to get funds into the escrow holders in sufficient time to close escrow. 3F Buyer to deposit Funds per escrow Holder s instructions Same concept in both Includes separate checkbox for All Cash 2D Loan Conventional or Specify Type of Loan -- Limited Loan Terms need to be specified 2E Other Financing References Other Finance Addendum See 6A 2F Seller Financing References Seller Finance 3C 3D 3E 3D-1 All Cash Offer Loan(s) First, Second Additional Financing Seller Financing is an Option For 1 st & 2 nd Loans Addendum See 6B 3D-2 2G Total Purchase Price 3G Purchase Price (Total) Both have separate All Cash mechanism Different Order for how Loans are identified and includes terms for 2 nd loan; References FHA/VA Amendatory Clause has no reference to another document; simply provides blank lines No specific 2 nd Loan specified by but references Addenda - no reminder re not including closing costs

2 2H Buyer s Loan Obligations Default is Buyer delivers letter with contract or within 3 days 2I Financing Contingency Explains concept with Reference to Time Frame See 8A; Explains effect of seeking other loans; Cautions Buyer to verify w/lender before removing contingency 3J-1 3J-2 3J-3 3K Loan Terms Loan Contingency Removal Seller reliance on stated loan has more information & default is 3 days or check a box that it is attached. encourages attach. Same possibility for a specific time frame. clearer statement of effect of seeking other loans; has no verification warning to the Buyer 2J Lender Limits on Credits To Buyer Even if no separate appraisal contingency, Buyer can use the failure of property appraising to exercise financing contingency Reminder of federal law; Source of credits is not Relevant total credits cannot exceed Lender s Limits 3 Appraisal Reference to Time Frame for inclusion. See 8B. Specifies which appraisal controls 4 Buyer s Funds Verification of Buyer s financial obligations to Close; Good Funds 5 Fixtures, Fittings & Personal Property 5A 5B Items Included Listed Additional Items Included in the sale Paragraph is broken down into what is Included v. Excluded. Standard re Existing fixtures/fittings Integrated phone lines & technology wiring Check Box Chart now includes spa/hot tub and 2 checkboxes for other. 3J-2 3J (5) 3I Loan Contingency Lender Limits on Buyer Credits Appraisal Contingency & Removal 3H Verification of Down Payment & Closing Costs 8 Items Included & Excluded from 8B- 1& 2 8B-2 8B-3 8B-4 Purchase Items included Includes 3 check boxes for all stoves, refrigerators, and washers & dryers 1 blank line for additional items. Separate for phones & tech/ has different approach; If no separate appraisal contingency and Buyer qualifies for loan, Buyer cannot use appraised value as basis to exercise the loan contingency. Same concept default is Appraisal Contingency included; 3 different options for timing of contingency default is 5 days; default is 3 days includes Note: Items Included only if Owned by Seller. Listed Differently. does not reference related hardware for window coverings. has no Chart and no reference to spa/hot tub leaving debate regarding whether it is a fixture. allows for greater clarity on which of the check box items are included and the list was expanded to include items that are frequently included or cause issues.

3 5C 5D Leased/Liened Items and Systems Sets up a Seller disclosure obligation and a cancellation right for either principal if Buyer cannot or will not take over the lease/lien Items Excluded from sale Blank lines no pre-set excluded items if mounting brackets are removed Seller to repair to original condition 5E CAUTION Items noted in Ads, MLS & TDS are not included unless noted in Contract 6 Additional Contract Documents 6D Sale of Property Addendum 7 Other Terms & Conditions 8 Contingencies: A. Financing ( 2D) B Appraisal ( 3) C. Property Condition ( 16A) D. Lead-Based Paint ( 17) E. Title ( 19) F. Common Interest ( 12) G. Leased & Liened ( 5C) Preset list of Addenda References Separate Addendum for Buyer Contingency to Sell Other Property 8B-5 Leased or Liened Items and Systems 8C 8A 5A Preset Excluded Items plus blank Lines 5B 4 Sale of Buyer s Property Default is no contingency; COP form Both provisions function the same way Contingency favors both Parties so that either Buyer or Seller may cancel. audio and video automatically excluded Removal of brackets Seller to repair but not repaint NOTE to Buyer Note is same as and Seller Caution but does not reference TDS listed items as being excluded. Preset List of Completely different Addenda Addenda are listed. Advisories are not List of Advisories Contract. documents - automatically not contingent unless 6E is checked and Addendum fully signed 2+ Blank lines 6 Other Terms has 4 Blank lines and Automatically goes onto Additional Text Addendum All Contingencies listed in 1 place (with crossreference to separate s explaining the terms). Contingencies are only included if Time Frame is inserted. 0 is defined as Contingency is NOT Included Waiver in 1 step. 9A Close of Escrow Specify date 2 options Defined as recordation of deed & Delivery of keys or Days from Acceptance 9A Possession Date Options - Either same as COE or different date and then subject to Occupancy Agreement See 6C 9B Intent to Occupy Default Does intend to occupy 14C 1D 9F 9B 9C 9A Close of Escrow Seller to provide Keys and codes Options - Either same as COE or different date Default Does intend to occupy No Specific List of Contingencies in One Place in RPA. Waiver of Contingency requires 2 steps (Check the box & attach C.A.R. Contingency Removal form) Same options but terms are not defined until 30D with reference to COE Big Difference: Seller Occupancy after Close of Escrow need full lease agreement if 30 days or more. Same concept.

4 10 TDS & Other Disclosure State & Federal Required Documents to be Completed by Seller Unless Exempt 10 Definition of Fully Completed TDS New: Definition of Fully Completed SSC and Lead Disclosure Sets out Time Frame for later Delivery to Buyer or Buyer can acknowledge receipt of specific forms listed with individual check boxes TDS Supplement -- SSC All Questions in II Answered & Signed; III & IV Responses & Signed 10 Refers to those forms that are required by state or federal statute. 10 Exempt Seller Disclosure ESD required if Seller Exempt from TDS; sets forth time frame for Delivery & defines fully completed ESD N/A 10 Effect of Delivery of Disclosure Documents After Offer Is Made 10 Buyer Obligation to Sign & Deliver Disclosures 10 CAUTION Seller Disclosure Obligations 11 Property Disclosures & Tax Status Reports 12 Common Interest Development ( CID ) Statutory Cancellation right explained Time Frame established & seller cancellation right if Buyer fails to deliver signed documents Seller must disclose known material facts even if exempt NHDS & Other Seller Disclosures - FIRPTA Explains Seller s Obligation to Obtain Documents; Contingency Time Frame for Delivery of Documents to Buyer 10A & 10B All Statutorily Required Disclosures are Listed that Seller Must Provide Unless Exempt 10A-4 TDS Supplement - SPQ 10A-2 Definition of Fully Completed TDS Time Frame for delivery in 14A; no means to document prior receipt of these documents in contract. references all statutes but not all forms. Supplement is far more extensive than SPQ definition does not include completion of Buyer s Agent Section IV does not define what constitutes fully completed SPQ 10A-3 Note does not include fact that there is no waiver 10A-4 ESD required if Seller is Exempt from TDS 10A-6 When Seller Must Amend TDS Not all New Material Facts 10A-7 Statutory Rescission right explained 10A-2 Buyer Obligation to Sign & Deliver Disclosures 10A 10B 10C 10F Seller Duty to Disclose NHDS Withholding Sets out Contingency and Lists disclosures to be made of statutory disclosures. provision is hidden; no time frame and no definition. explains no right to rescind with ESD. Neither nor statute has this requirement; has a very limited requirement. uses rescission per TDS form; uses cancellation per statute. includes reference to ing TDS but language is confusing. ha a Time Frame in this ; default is 5 days. s Time Frame in 14B-1-ii, default 17 days Stronger cautionary language in ; does not reference permits. lists separately & Time Frames are in 14A - no method in place for obtaining additional documents or means to terminate contract; lists all disclosures that should be made in addition to what is

5 12 (cont.) CID & Time Frame to Return Documents to Seller 13 Tax Withholding Default that Escrow to provide QS; sets forth time frame for providing QS or Seller to provide taxpayer #; if Seller cannot or will not comply then Parties agree to withholding required amount. 14 Government-Mandated Reports, Retrofit Requirements Seller required to complete all retrofit requirements that are a condition of closing escrow. Specifies Seller must Deliver Certificates of Compliance that are required as a condition of sale. 15 Buyer Duty of Care Statutory duty of Buyer to exercise reasonable care in due diligence 16 Property Condition Scope of Buyer s right to investigate past, present and future value, use, desirability, condition and/or development potential 16A 16B Inspection/Investigation Contingency Consequences of Failing to Inspect; notes that Past Documents may not reflect current condition Details sources of material that inform Buyer of what needs to be investigated Buyer assumes risk if Buyer does not inspect 16C Structural Pest Notes that a Pest Inspection is not a contingency unless Specified in 21 7D(3) 10C 7B 12A 11C & 12A 12A Withholding Taxes Seller required to complete legally required retrofits as a condition of closing included in Allocation of Costs. Buyer has the right to investigate Buyer s Investigation Scope of Buyer s Investigation statutorily required. HOA separate charges detailed in CID rather than in a general Allocation of Costs merely states Buyer is to receive either type of FIRPTA form with all other Seller disclosures; has no remedy for Seller noncompliance which results in delays of escrow and/or Buyers acquiescing to Seller s non-compliance. Both have same retrofit requirements BUT makes it clear that Seller is not responsible for noncompliant water conserving plumbing fixtures or pool safety devices. does not mention that. does not expressly state Buyer s statutory duty s explanation is in 2 places - 11 & and is not as broad as the simple introductory language in. references San Mateo/Santa Clara County Advisory as to scope of Advisory which is general for the area and specific to those Counties; only references BIA does not expressly state consequences of failing to inspect nor does discuss the issue of Past Documents has eliminated separate Structural Pest Control Contingency and has no Addendum to include that Contingency

6 16D 16E Invasive/Destructive Testing None without Seller s Prior written approval Seller/Buyer Obligations Property to be reasonably available for inspections w/utilities on; Buyer s investigation is limited and Buyer must indemnify Seller for damage; Buyer must provide Seller with free copies of all reports 17 Lead-Based Paint- Inspection Contingency Federal requirement in pre-1978 housing; See 8D. 18 Seller s Documents Timing of Delivery of Required Documents 19 Tile Insurance & Preliminary Title Report Options to identify who pays Escrow & Title fees; Identifies Escrow 12A 12B 12D 12D 12B 12A 14A 13 None with one exception Not separately labeled but same concepts Lead is listed as part of Buyer s investigation Timing of Delivery Title and Vesting Defined limits this topic to what is needed to issue a pest inspection report but there is no pest contingency Both forms create the same Seller responsibilities and Buyer obligations has no separate Lead Inspection Contingency. Default - 5 days for ; Default - 7 days for has all title concepts in 1 and allows for a separate Title Contingency 19A Buyer pays for lender required title insurance. 7C Allocation of Costs 19B Buyer to receive current Preliminary Report; Separate Title Contingency see 8E NOTE: Legal Status of Preliminary Report 13 Title & Vesting Legal Status of Preliminary Report is less clear in 19C How Seller is to Deliver Title 20 Optional As Is Required to make this an As Is Contract definition. 20A Continuing Seller Even if As Is Seller Obligation must still disclose known material facts and comply with point 20B 20C Buyer Retains Right to Inspect Deletion of Pest Control & Seller Repair Obligation of sale requirements Buyer Retains Right to Inspect and any Contingencies detailed in Paragraph 8 Seller Not Obligated to Perform Pest Work or Make Repairs 13B Title is to be taken Both forms are essentially the same on this issue. 11 Condition of default is that contract Property is As Is. Both define As Is as present condition 11A Seller Must is stronger and Disclose clearer as to what Seller must do even if As Is 11B Buyer Has Right to Inspect is clearer as to Buyer retaining inspection rights Has No Automatic Removal of any s

7 20D No Exceptions to As Is Unless Checked, no exceptions to As Is 21 Structural Pest Control Buyer can exclude SPC Inspection ( SPC ) even if not As Is sale & Certification 21A Operative Report 3 Options for which SPC Report controls choices. 21B Seller Pays for Section 1 Determined by Operative Report 21C Inaccessible Areas Buyer Rights and Obligations 21D Who Pays For Dependent Upon Supplement Report Findings of Additional Section 1 Work 21E Fumigation Controlled by Operative Report; clear warnings re fumigation problems 22 Seller Obligations to Repair/Correct 23 Contingency Removal & Cancellation Rights 23A Notice to Perform for Buyers and Sellers (NP) If Not As Is ; Seller repairs limited to what was known by Seller or found before COE" Active Contingency Removal Method Removal Defined. CAUTION: Effect of failure to remove contingencies and effect of failing to perform required obligations. NP must be at least 2 Day Written Notice - can be delivered at any time earlier than Time Frame date but cannot be used to shorten any Time Frame Date set for Performance (Day #2 of Notice to Perform) must be a Business Day Cannot be used to Demand Close of Escrow 14 14D 14E 14E 30F& 30G 14G Time Periods for Delivery. Explains Seller s Right to Cancel Effect of Removal Notice to Perform 2 or optional time frame for Notice Period (no minimum) Days & Days After are Defined Cannot cancel for failure to Close without Demand to Close Escrow 3 Day Minimum Notice is negotiable. Has No Exceptions to As Is Has no Structural Pest Control provision Has no definition of an Operative Report - Has no agreement for who pays for 1 or 2 - Has no provision - Has no agreement regarding additional work. - Has no provision regarding fumigation. - Has no provision regarding what are the limitations of Seller s repair obligations. Both forms are Active Contingency Removal has all Time Frames listed in 14A & B; and all contingency times frames are pre-set the same time no flexibility. sets forth procedures rather than warnings. The timing for the NP can be of any length but limits how much earlier the NP can be delivered to 2 Days; is the opposite eliminates question regarding how much time to give on NP. Last day of Notice to Perform must be a Business Day in both forms. Only has Demand to Close Escrow. Could extend closing if no DCE is issued. Cannot be Delivered more than 3 Days before original COE.

8 23B 23C 23D Request for Repairs or Other Action Buyer s Cancellation Right Seller s Cancellation Right Explains procedures for Buyer Requests During Contingency Period and Cancellation rights Cancellation right is defined; Explicitly states Good Faith is needed Cancellation right is defined; Explicitly states Good Faith is needed 24 Repairs Timing of Seller repairs; Seller repairs are to be completed by a licensed Contractor 25 Seller s Obligation to Maintain Property During Escrow 26 Walk-Through Inspection Property to remain in same condition and Seller to remove all debris & Personal Property. Property to be delivered Broom Clean. Defined purpose Not a Contingency. 27 Home Protection Plan Options for who orders & pays for plan; Optional coverage checkboxes. Coverage is declined. 28A Escrow Instructions Contract constitutes Joint Escrow Instructions; 14B-2 Request for Repairs or Other Action 14 14B-3 14 Good Faith Right Defined Good Faith 14D Right Defined 16 Repairs can be completed by Seller 11 Contained in Condition of Property Same concepts in both forms but are more detailed in. Good Faith is specified in introduction rather than with the right to cancel. Good Faith is specified in introduction rather than with the right to cancel. does not state that a licensed Contractor is required but does note that work must comply with the applicable Law which is defined in 30K. Has Separate With Greater Explanation & a Note regarding Seller obtaining a home protection plan during escrow. 15 Final Verification Terminology is different but concept is the same both have a default time frame for the inspection which is negotiable 7D-10 Allocation of Other Costs 20A Joint Escrow Instructions does not specify who orders the policy and has limited pre-set options for coverage, - Home Protection Plan is a separate topic not just an Allocation of Cost limits which s are deemed escrow instructions 28B Property Tax, Other Prorations Release of funds if no COE mutually signed Escrow instructions required. Property Taxes are to be paid current through Escrow 14H Effect of Cancellation on Deposits 17 Prorations of Property Taxes And Other Items Both forms require mutual agreement to release funds; has experimental Procedure for Escrow to comply with a unilateral request to release deposit. uses a 30-Day month to calculate prorations. Impacts clients differently depending upon month & year.

9 28B (cont.) 28C 29A 29B Public Improvement. Bonds, Assessments, Property Taxes Entire Agreement includes Addenda & Signatures Binding Agreement; Seller Right of Action Paid current through Escrow Contract is defined as the final expression of all agreements. Cannot change except by written agreement signed & delivered by all Parties 29C Forms forms can be substituted with other comparable forms 29D Terminology Explains Any words or terms that start with a capital letter are defined terms. 29E Parties Again Identifies Parties As Buyers & Sellers & Brokers are not Responsible for Breach By either of the Parties 29F Acceptance and Delivery Defines Acceptance, Delivery & modes of Delivery authorized 17 Prorations of Property Taxes & Other Items 29 Time of Essence; Entire Contract; Changes 30M Signed is defined 29 Time of Essence; Entire Contract; Changes 30C Forms Other forms can be used 30A Boxed Real Estate Brokers on last page Brokers are not Parties. Acceptance Defined provides flexibility as to who pays for county, city and other transfer taxes; not pre-set. Comparable but has just 1 cover what covers in 2 s Comparable but has same concepts spread out in multiple s Comparable concept in both forms. Both forms allow for Parties to use comparable other forms but specifies must use current version of the forms Both forms use same convention but only explains the significance of a capital letter. makes it clear that real estate licensees are not responsible for any breach by any of the Parties above the Parties signature lines. Organized differently. specifies personally received Limitations on means of Delivery Allows Buyer to limit means of Delivery 30I Delivery Defined has no mechanism to limit means of Delivery Identification of people Authorized to sign Explanation for who can be authorized to sign 29G Assignment Contract is not assignable without prior written consent of Seller; identification of actual assignees must take place within set period of time and Seller s consent cannot unreasonably be withheld 29H Attorneys Fees Prevailing Party is awarded their reasonable attorneys fees & costs needs separate Addendum for who signs. 26 Assignment references total and partial assignment. has not established any time frames thus can be done at any time. Otherwise the provisions in both forms are comparable 25 Attorney Fees notes exception for failure to first mediate in 26A. works the same way

10 29J Legal & Other Professional Advice Real Estate Licensees can only provide real estate advice 29K Governing Law California Law controls interpretation; County where Property is located controls venue 29L Risk of Loss Material damage to Property prior to COE; Assignment of insurance proceeds 29M Time Time is of the Essence; 29 Time is of Essence; Entire Contract; Changes 29 Time is of Essence; does not include ; just uses standard Disclaimer at end of form has comparable interpretation provision but does not include any County Venue Agreement does not include a Risk of Loss provision; relies on Civil Code Section 1662 has separate for Time is of the Essence 29N 29O 29P 29Q Equal Housing Opportunity Megan s Law (Sex Offender Database) Notice re Gas/Hazard Liquid Pipelines Capacity of Parties & Authority to Act Definition of Days & Business Days Property must be sold in compliance with Fair Housing Laws Statutory Sex Offender On-line Database Disclosure Statutory Disclosure of On-line National Pipeline Mapping System Explains the Capacity to Act concept and uses a series of Checkboxes in Paragraphs 32 & 36 to explain the specific Capacity all of which is built into the form without the need of any other forms. 30F Definition of Days 27 Equal Housing Opportunity 10D 10E Megan s Law Database Disclosure Notice re Gas/ Hazard Liquid Pipelines Definitions are comparable Comparable Same required disclosure under Civil Code Section a Same required disclosure under Civil Code Section handles designation of who can sign on behalf of others in a separate form -Representative Signature Capacity Addendum; has 1 form for Sellers & 1 for Buyers. Sets up Time Frames for providing proof of authority to act. 30A Liquidated Damages If Initialed Sets CAP on maximum amount of damages Seller MAY recover if Buyer defaults; Seller s only recourse. 30B Buyer s Default Explains consequences of Buyer failing to Close. Buyer warned about liability for brokerage fee & if Liquidated Damages is not included, there is no limit on damages that Seller may collect. 21 Remedies for Buyer s Breach of Contract 26 Terms & Conditions has no agreed upon time frames for providing proof of authority to act. Statutory language is the same. Difference is has added warning in 21A that no other Buyer penalties are allowed. Separately explained in. Only explains significance of Buyer not agreeing to Liquidated Damages. references the brokerage fee but causes confusion

11 30D Other Non- Performance Consequences of not performing any aspect of this Contract 31 Dispute Resolution 22 Dispute Resolution 31A Mediation Buyer and Seller 22A Mediation automatically agree to mediate disputes does not have comparable language Comparable Effect of failure to first Mediate Failure to first mediate impacts ability of prevailing party to recover Attorney s Fees 31B Arbitration of Disputes If initialed, Buyer and Seller agree to Arbitrate disputes; includes Statutory Notice 31C Exceptions Procedures that are not subject to Mediation and/or Arbitration and preservation of agreed upon actions. 31D Participation of Real Estate Licensees 32 Designation of Buyer s Capacity 33 Selling Agent Authorization New Separate Paragraph Real Estate Licensees are not obligated to mediate or arbitrate Series of Checkboxes to establish the type of Buyer (e.g. Trust, Estate) or that Representative has a Power of Attorney Identifies & Authorizes Selling Agent who can accept Delivery 34 Offer Offer expiration date & time; Signing in Counterpart authorized 22A Mediation Comparable 22B Arbitration Comparable Must have mutually consistent initials. 22C-1 22C-2 Exclusions Preservation of Actions Essentially same exceptions but ordered differently. Both note that filing of any of the exceptions does not constitute a waiver of either Mediation or Arbitration 22C-3 Brokers references ability of agents to participate IF there is a potential claim against them. Below 31 Single Checkbox Near Buyer s Signature 31 Blank line to insert name Contact info. in boxed Real Estate Brokers page 10 Expiration of Offer Terms and Conditions only refers back to the separate Representative Capacity Signature Addendum Identifies Selling Agent Contact Information above Buyer s Signature includes default time frame for expiration but does not. Comparable authorization for signing in Counterpart but creates confusion regarding who initial which page. Buyer signs on same page as Seller & initialing at bottom of pages is more consistent.

12 35 Brokerage Fee Buyer s Agent commission either offer in MLS or Separate Agreement 36 Designation of Seller s Capacity 37 Listing Agent Authorization New Separate Paragraph 38 Acceptance Subject to Counter Offer Brokers Commission Irrevocably Assigned Series of Checkboxes to establish the type of Seller (e.g. Trust, Estate) or that Representative has a Power of Attorney Identifies & Authorizes Listing Agent who can accept Delivery IF Initialed By Seller and IF Seller Signs 39 the Seller s Acceptance is subject to a Counter D & 18 20C Below 32 Real Estate Brokers Buyer s Agent Compensation Irrevocable Assignment Single Checkbox 31 Blank line to insert name. Contact info. in boxed Real Estate Brokers page If Seller s Acceptance Subject To Seller Counter 39 Acceptance Seller agrees to sell 32 Acceptance of Offer 40 Non-Acceptance If Seller Initials Seller Boxes Presentation confirms Offer was presented & not Rejection accepted. Comparable concepts but has these issues spread over 3 Paragraphs includes Brokers Scope of Duty in 18B. No comparable provision in Contract because Brokers are not Parties. only refers back to the separate Representative Capacity Signature Addendum Identifies Listing Agent Contact Information above Seller s Signature to secure Seller s authorization. does not specifically state Seller needs to sign in signature lines below the reference to a Counteroffer Same Concept Has 2 Boxed Sections 1 for Seller s Agent and 1 for Seller to reject offer. use 1 and more sensitive terminology.