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The Contract to Sell with Earnest Money is commonly used in Hong Kong for significant purchase transactions where parties seek additional security and commitment. This document is particularly relevant when dealing with high-value assets, real estate, or commercial goods where a formal commitment mechanism is necessary before the full purchase price is paid. The earnest money serves as a form of security, demonstrating the buyer's serious intention to complete the purchase. The document must comply with Hong Kong's common law requirements and relevant ordinances, including the Sale of Goods Ordinance and Law Amendment and Reform (Consolidation) Ordinance. It's essential for transactions requiring a structured approach to sale and purchase, with clear provisions for the handling of deposits and completion requirements.

1. Parties: Identification and details of the Seller and Buyer, including full legal names, addresses, and registration details if companies

2. Background: Context of the transaction, brief description of the property/goods being sold, and the parties' intention to enter into a sale agreement with earnest money

3. Definitions: Definitions of key terms used throughout the agreement, including 'Earnest Money', 'Completion Date', 'Property/Goods', etc.

4. Sale and Purchase: Core terms of the sale including description of property/goods, purchase price, and payment terms

5. Earnest Money: Amount of earnest money, payment method, deadline, and designated account/holder details

6. Conditions Precedent: Conditions that must be satisfied before the sale becomes binding

7. Completion: Details of the completion process, timing, and obligations of each party

8. Earnest Money Conditions: Terms for forfeiture or return of earnest money, including specific trigger events

9. Representations and Warranties: Standard representations and warranties from both parties

10. Default and Remedies: Consequences of default by either party and available remedies

11. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution formalities