Broker Agreement Document

BROKER AGREEMENT DOCUMENT

This Broker Agreement (the "Agreement") is made as of Effective Date: by and between Client Name: a Individual Corporation LLC , with principal place of business/address: ("Client"), and Broker Name: a Individual Corporation LLC , with principal place of business/address: ("Broker").

RECITALS

WHEREAS, Client seeks the professional services of Broker to identify, introduce and procure potential purchasers, lessees, investors or counterparties for transactions described in this Agreement; and

WHEREAS, Broker represents that it possesses industry knowledge, contacts and expertise to perform brokerage and advisory services and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms governing Broker’s engagement, compensation and the respective obligations of the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:

1. APPOINTMENT

Client hereby appoints Broker to act as Client’s agent and broker to identify, solicit and introduce potential counterparties for the purpose of consummating transactions described in Section 2 below. Broker shall act as a non-fiduciary commercial broker unless the parties elect an exclusive appointment by checking the box below: Exclusive Appointment. Absent an exclusive appointment, Broker’s authority shall be non-exclusive.

2. SCOPE OF TRANSACTIONS

The transactions subject to this Agreement include: . Broker shall not bind Client to any contract unless authorized in writing by Client.

3. TERM

The term of this Agreement shall commence on Commencement Date: and shall expire on Termination Date: unless earlier terminated in accordance with Section 11. The parties may extend the term by mutual written agreement.

4. BROKER DUTIES

Broker shall use commercially reasonable efforts, consistent with industry practice, to identify and introduce qualified counterparties to Client, to assist in negotiations as expressly requested by Client, and to keep Client reasonably informed of material developments. Broker shall perform services in compliance with applicable laws and shall not knowingly make any material misrepresentation to any party.

5. CLIENT DUTIES

Client shall promptly provide Broker with all information and documentation reasonably necessary for Broker to perform its obligations, shall act in good faith in negotiations, and shall not circumvent or seek to bypass Broker with respect to introductions made by Broker during the Term and any applicable protection period set forth in Section 6.

6. COMPENSATION

As consideration for Broker’s services, Client shall pay Broker a commission equal to:

Commission Type: Percentage Fixed Fee

Percentage (if applicable): % of the gross transaction value. Fixed fee (if applicable): . Commissions become due and payable upon the earlier of (a) full execution of a binding agreement between Client and a counterparty introduced by Broker, or (b) closing/performance of the transaction.

Protection Period: Client shall pay commissions to Broker for transactions with counterparties introduced by Broker during the Term and for a period of Protection Period (months): months after termination, provided such transactions arise from introductions made during the Term.

7. EXPENSES

Unless otherwise agreed in writing, each party shall bear its own expenses. Client shall reimburse Broker for pre-approved out-of-pocket expenses incurred in connection with performance of services upon presentation of reasonable documentation within thirty (30) days of receipt of invoice.

8. CONFIDENTIALITY

The parties shall maintain as confidential all non-public information disclosed in connection with this Agreement and shall not disclose such information except to affiliates, professional advisors or as required by law. Confidentiality obligations shall survive termination for a period of Confidentiality Period (months): months.

9. NON-CIRCUMVENTION

Client agrees not to directly or indirectly solicit, negotiate with, or conclude any transaction with any counterparty introduced by Broker during the Term and any protection period without payment of the applicable commission to Broker. Any attempt to circumvent Broker shall constitute a material breach.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full corporate or legal power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorized; and (c) this Agreement constitutes a valid, binding and enforceable obligation of such party, subject to applicable bankruptcy, insolvency and similar laws.

11. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any third-party claims, liabilities, losses, damages and reasonable costs (including attorneys' fees) arising out of the indemnifying party’s breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

12. TERMINATION

This Agreement may be terminated by either party upon written notice to the other party if the other party materially breaches any term and fails to cure within Cure Period (days): days after receipt of written notice. Either party may also terminate for convenience upon Notice Period (days): days' prior written notice.

13. EFFECT OF TERMINATION

Termination shall not relieve Client of its obligation to pay commissions earned on transactions: (a) that close after termination but arise from introductions made by Broker during the Term; or (b) for which a binding agreement was executed prior to termination. Sections relating to confidentiality, indemnification, compensation and dispute resolution shall survive termination.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as either party may designate by written notice):

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved by final and binding arbitration in the county or venue agreed by the parties or, if none, in the county of the governing state selected above, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property.

16. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Agreement, together with any exhibits or written attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. No amendment shall be effective unless in writing and signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original.

17. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets. The parties are independent contractors and nothing in this Agreement shall create an agency or employment relationship except as expressly set forth herein.

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