Asset Management Document

ASSET MANAGEMENT AGREEMENT

This Asset Management Agreement (the Agreement) is entered into as of by and between:

Client Name:    Address:

Asset Manager Name:    Address:

RECITALS

WHEREAS, Client is the legal owner of certain tangible and intangible assets described in this Agreement and desires to engage Manager to provide professional asset management services in respect of those assets;

WHEREAS, Manager has the experience, systems, and personnel to manage, maintain, and supervise the Client’s assets in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

SCOPE OF SERVICES

Manager shall perform asset management services for the assets identified in the Asset Inventory below and any additional assets added by written agreement of the parties. Manager’s responsibilities shall include, without limitation: custody and safekeeping of physical assets as agreed; valuation and recordkeeping; routine maintenance; collection of income and enforcement of rights related to assets; procurement of insurance where required; reporting to Client; and execution of transactions permitted under this Agreement and authorized in writing by the Client.

ASSET INVENTORY

The following assets are initially covered by this Agreement. Client shall ensure the accuracy of the inventory and notify Manager in writing of additions or disposals.

PAYMENT TERMS

Compensation for Manager’s services shall be as set forth below. Client agrees to pay Manager in accordance with the schedule and amounts indicated.

All fees are exclusive of applicable taxes and any costs incurred by Manager in the performance of the services unless otherwise agreed in writing. Client shall reimburse Manager for pre-approved out-of-pocket expenses upon presentation of supporting documentation.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue in effect until the End Date, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period specified above. Termination shall not relieve Client of liability for fees or expenses incurred prior to termination nor for obligations expressly surviving termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Manager shall maintain the confidentiality of Client’s Confidential Information and use such information only for the purposes of performing services hereunder. The foregoing shall not apply to information that is: (a) already known to the receiving party at the time of disclosure without obligation of confidentiality; (b) becomes publicly known through no wrongful act of the receiving party; or (c) is required to be disclosed by law, provided the disclosing party receives prompt notice to the extent legally permitted and cooperates in any lawful effort to limit or contest disclosure.

Authorized to disclose to affiliates and third-party service providers for purposes of performance, subject to confidentiality obligations.

INDEMNIFICATION AND LIABILITY

Client agrees to indemnify and hold harmless Manager and its affiliates from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of Client’s breach of this Agreement, Client’s negligence or willful misconduct, or Client’s failure to disclose material facts necessary for the performance of Manager’s duties. Except for gross negligence or willful misconduct, Manager’s liability to Client for any single act or omission shall be limited to direct damages not to exceed the total fees paid by Client to Manager under this Agreement during the preceding twelve (12) month period.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement, except to the extent the parties mutually agree to alternative dispute resolution in writing.

ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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