Broker Agreement Template

BROKER AGREEMENT

This Broker Agreement (the Agreement) is entered into as of Effective Date: by and between Broker Name: with principal place of business at and Client Name: with principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, Broker is duly licensed and experienced in procuring introductions and negotiating transactions for the sale, purchase, lease, or other disposition of goods, services or assets in the Territory and holds the skill and contacts necessary to assist Client in identifying and pursuing potential counterparties; and

WHEREAS, Client desires to engage Broker to perform brokerage services in connection with potential transactions described as: in the Territory: ; and

WHEREAS, the Parties desire to set forth the terms under which Broker will act on behalf of Client and the compensation to be paid to Broker for successful introductions or transactions.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. APPOINTMENT; SCOPE

1.1 Appointment. Client hereby appoints Broker to act as Client's broker to identify, introduce and negotiate potential counterparties for the Transactions described above. Broker accepts such appointment and will use commercially reasonable efforts to identify and introduce suitable counterparties.

1.2 Exclusive or Non-Exclusive. The appointment is: Exclusive Non-exclusive. If both boxes are left unchecked, appointment shall be deemed non-exclusive.

1.3 Territory and Limitations. Broker's authority is limited to the Territory described in the Recitals and to the Transaction types set forth in transaction_description. Broker has no authority to bind Client to any agreement without Client's prior written consent.

2. BROKER DUTIES

2.1 Services. Broker shall diligently identify, contact and introduce prospective counterparties, present Client's opportunities accurately, and assist in good faith with negotiations. Broker shall maintain records of introductions and provide periodic written reports to Client upon request.

2.2 Compliance. Broker shall comply with all applicable laws, regulations and licensing requirements in performing the Services and shall obtain and maintain any licenses required for the services provided hereunder.

3. CLIENT DUTIES

3.1 Authority and Information. Client represents that it has full authority to enter into discussions and to consummate Transactions. Client shall promptly provide Broker with information reasonably necessary for Broker to perform the Services, including financial and legal information and access to relevant personnel.

3.2 Cooperation. Client shall act in good faith in negotiations and supply timely decisions and approvals so as not to unreasonably delay the progress of any Transaction.

4. TERM; TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated as provided below.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party which remains uncured for a period of days after written notice specifying the breach.

4.3 Effect of Termination. Termination of this Agreement shall not relieve Client of its obligation to pay Broker commissions or fees earned for Transactions introduced prior to the effective date of termination in accordance with Section 5 below.

5. COMPENSATION; PAYMENT

5.1 Commission. Client shall pay Broker a commission equal to percent (%) of Gross Value of each Transaction that closes with a party introduced by Broker during the Term or within days following termination (Tail Period).

For purposes of this Agreement, "Gross Value" means the aggregate amount actually received or payable to Client in respect of the Transaction, before deduction of taxes, fees, credits or offsets, unless otherwise expressly agreed in writing.

5.2 Payment. Commission shall be due and payable within days after receipt by Client of proceeds from a Transaction, provided that Broker has delivered an invoice and documentation reasonably supporting the calculation of the commission. Late payments shall accrue interest at the rate of % per month or the maximum rate permitted by law.

5.3 Taxes and Withholding. Each Party shall be responsible for its own taxes arising from receipt of fees or commissions. Client may withhold taxes from amounts payable to Broker as required by applicable law and shall provide Broker with documentation evidencing such withholding.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party agrees to keep confidential and not to disclose to any third party any proprietary, non-public information disclosed by the other Party in connection with this Agreement, except as required by law or with the other Party's prior written consent.

6.2 Exceptions. Confidential information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully in the receiving Party's possession prior to disclosure, (iii) is independently developed without use of the disclosing Party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction.

7. NON-CIRCUMVENTION

Client agrees not to circumvent, avoid, or bypass Broker, directly or indirectly, to negotiate or enter into any Transaction with any person or entity introduced to Client by Broker in order to avoid payment of the commission or other compensation due Broker under this Agreement.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder; and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

8.2 Broker Representations. Broker represents that it will perform the Services in a commercially reasonable manner and that it has not made any material misrepresentations to Client regarding the qualifications of proposed counterparties.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Broker and its officers, directors and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Client's breach of this Agreement, (b) the content of Client's representations to third parties, or (c) the underlying business or assets of Client except to the extent caused by Broker's gross negligence or willful misconduct.

9.2 Limitation of Liability. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INSURANCE

Broker shall maintain, at its expense, commercial general liability and professional liability insurance in amounts customary for Broker's industry and sufficient to cover its obligations under this Agreement. Upon request, Broker shall provide certificates of insurance to Client.

11. NOTICES

All notices, consents and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party designates by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

12.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for any action arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement (including any schedules and exhibits attached hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or copies transmitted by facsimile or electronic mail shall be binding as if original signatures.

ADDITIONAL TERMS

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