First position
The primary buyer holds the active right to purchase, subject to that contract’s contingencies, deadlines and performance.
The seller cannot activate the back-up merely because the primary transaction looks uncertain.
Paragraph 19 · Addendum W
A signed back-up contract can reserve a buyer’s position without immediately starting the ordinary transaction clock.
Addendum W makes the buyer’s contract subject to termination of the seller’s existing primary contract. The back-up contract moves into first position only after the seller timely delivers written activation notice.
What Addendum W does
It creates a second position behind a contract that already exists.
The seller has already entered a purchase contract with another buyer. Rider W makes the new contract contingent upon termination of that primary contract and timely written notice to the back-up buyer.
Until activation, the back-up buyer holds a contractual position but the rider supplies a different Effective Date. That difference affects deposits, inspection, financing and nearly every deadline calculated from the Effective Date.
First and second position
Two signed contracts do not mean two buyers are entitled to close.
The back-up contract remains expressly subordinate while the seller’s primary contract is alive.
Back-up position
The back-up buyer waits for the prior contract to terminate and for the seller to deliver timely written activation notice.
If activated, the back-up contract moves into first position under its own terms.
Three dates—not one
The date everyone signs is not necessarily this contract’s Effective Date.
Rider W substitutes a future notice date for the ordinary Effective Date used elsewhere in the purchase contract.
Back-up contract is signed
Buyer and seller establish the back-up relationship, but the primary contract still controls first position.
Primary contract terminates
The seller must have an actual termination—not merely a threatened cancellation or unresolved default.
Seller delivers activation notice
The delivery date becomes the back-up contract’s Effective Date and the buyer moves into first position.
Six rider mechanics
The short rider changes position, timing and cancellation.
Prior contract exists
The seller already has an executed contract with a third party for the same property.
Back-up contingency
The new contract is subject to termination of that existing primary contract.
Notice deadline
The seller must deliver written activation notice before 5:00 p.m. on the rider’s stated date.
First-position activation
Timely notice removes the back-up contingency and moves the contract into first position.
New Effective Date
The seller’s delivery of notice—not the earlier signatures—creates the Effective Date.
Pre-activation withdrawal
The buyer may terminate in writing before seller delivers activation notice and recover any deposit paid.
5:00p.m. on the completed activation deadline
The seller’s activation window
Termination of the primary contract is necessary—but timely notice completes the activation.
Rider W requires the prior contract to terminate and the seller to deliver written notice before 5:00 p.m. on the date entered in the rider. Both facts matter.
The seller should not send activation notice based on rumor, anticipated cancellation or an unresolved dispute. The primary contract’s actual termination and the back-up notice should be documented clearly.
Before activation, confirm that the back-up buyer remains ready, financing and funds are current, and the notice will be delivered using a method authorized by the purchase contract.
What waits for activation?
Deadlines measured from Effective Date generally have not started.
The complete contract and deposit selection still control, but the rider’s substitute Effective Date changes the ordinary timeline.
Inspection period
The contract’s Effective-Date-based inspection clock generally begins when activation notice is delivered—not when the back-up was signed.
Loan approval period
Financing dates measured from Effective Date likewise begin after activation, although the buyer should remain financially ready.
Deposit deadline
A deposit due a stated number of days after Effective Date waits for activation; a deposit selected to accompany the offer may not.
Closing logistics
Any fixed calendar Closing Date should be reviewed immediately upon activation to confirm it remains workable.
Deposit timing
Read the deposit selection together with Rider W.
Potentially due immediately
If the purchase contract says the initial deposit accompanies the offer, the back-up buyer may need to deliver it when the offer is submitted.
Activation starts the countdown
If the deposit is due a number of days after Effective Date, the seller’s written activation notice generally starts that period.
Deposit returned
If the buyer properly terminates before seller delivers activation notice, Rider W provides for return of any deposit already paid.
The buyer’s waiting-room exit
The back-up buyer may keep searching—but must withdraw before activation.
Rider W allows the buyer to terminate by written notice before the date the seller delivers notice that the primary contract terminated. That flexibility is one of the arrangement’s principal benefits.
Once seller’s activation notice is delivered, the special back-up withdrawal right ends and the buyer’s ordinary purchase obligations begin under the now-effective contract.
1
Buyer finds another home
Review both contracts before committing to a competing purchase.
2
Confirm no activation occurred
Check the notice record; timing can become a same-day race between withdrawal and activation.
3
Deliver written termination
Use a contract-authorized delivery method and preserve evidence of receipt.
4
Recover any deposit
Proper pre-activation termination releases the parties and returns any deposit paid.
Related—but different
Rider W creates second position. Rider X pressures first position.
They often appear in the same multiple-offer conversation but perform different jobs.
Back-Up Contract
A second buyer waits behind an existing contract. The back-up moves forward only after the primary contract terminates and seller delivers activation notice.
Purpose: preserve a ready replacement transaction.
Kick-Out Clause
The seller may accept a qualifying back-up contract and require the primary buyer to take specified action—such as making an additional deposit and waiving contingencies—or risk termination.
Purpose: give the seller leverage against a contingent primary contract.
Before accepting second position
Both parties should plan for waiting and sudden activation.
Back-up buyer checklist
- Understand that activation is possible, not guaranteed.
- Calendar the seller’s 5:00 p.m. activation deadline.
- Confirm whether the deposit accompanies the offer or follows Effective Date.
- Do not assume inspection or financing periods are already running.
- Keep loan documents, funds and insurance preparation current.
- Continue searching only with a clear withdrawal strategy.
- Deliver written withdrawal before activation if another property is chosen.
- Upon activation, immediately calendar every contract deadline.
Seller checklist
- Confirm the primary contract has actually terminated.
- Preserve signed termination and release documentation.
- Verify the back-up buyer remains ready before sending notice.
- Deliver activation notice through an authorized method before the deadline.
- Avoid overlapping promises to multiple back-up buyers.
- Maintain clear priority if more than one back-up offer exists.
- Coordinate MLS status and communications accurately.
- Recalculate closing logistics immediately after activation.
Frequently asked questions
Florida Addendum W, in plain English.
Is a back-up contract merely an offer?
It can be a signed contract, but Rider W makes it subordinate to the seller’s existing primary contract and gives it a specialized future Effective Date.
When does the back-up contract become effective?
The rider states that its Effective Date is the date the seller delivers written notice that the prior executed contract terminated.
Do inspection and financing periods begin when the back-up contract is signed?
Generally, deadlines measured from Effective Date begin upon activation. The complete contract and any fixed calendar dates must still be reviewed.
When is the deposit due?
It depends on the deposit selection. A deposit that accompanies the offer may be due immediately, while a deposit due after Effective Date generally waits for activation.
May the back-up buyer cancel while waiting?
Yes. Rider W permits written termination before seller delivers activation notice, with return of any deposit paid.
Can the seller activate because the primary buyer appears likely to default?
The rider requires termination of the prior executed contract. Anticipated failure or an unresolved dispute is not the same as completed termination.
What happens if activation notice is not delivered by the stated deadline?
The contract does not move into first position through Rider W after that activation window. The parties should review the complete agreement and obtain legal guidance regarding status and any proposed extension.
Is Rider W the same as a kick-out clause?
No. Rider W places another buyer behind the primary contract. Rider X creates a mechanism that may require the primary buyer to remove contingencies and make an additional deposit or face termination.
The home is already under contract?
A carefully structured back-up position can keep the opportunity alive without confusing the transaction clock.
DW&Co. can help coordinate position, notice, deposits and deadlines with the appropriate Florida lending, title and legal professionals.
Talk with DW&Co. Real Estate