Broker Appointment Document

BROKER APPOINTMENT DOCUMENT

This Broker Appointment Document (the "Agreement") is made effective as of Effective Date: by and between Principal: and Broker: .

RECITALS

WHEREAS, Principal is the owner or controlling party of the asset(s) or business interests described as: (the "Assets");

WHEREAS, Principal desires to appoint Broker to act as Principal's agent to solicit offers, negotiate terms, and facilitate transactions with respect to the Assets under the terms set forth in this Agreement; and

WHEREAS, Broker represents that it has the experience, personnel and resources necessary to perform such services and is willing to accept such appointment on the terms set forth below.

SCOPE OF WORK

Broker's duties include, without limitation: marketing the Assets, identifying and contacting prospective purchasers or lessees, conducting negotiations on Principal's behalf as expressly authorized in writing, coordinating due diligence and closing activities, and performing customary advisory services necessary to effect a transaction. Broker shall act in the best interests of Principal and shall keep Principal reasonably informed of material developments.

APPOINTMENT

Principal hereby appoints Broker as its exclusive  /  non-exclusive agent to perform the Scope of Work in the Territory described as: .

PAYMENT TERMS

Principal shall pay Broker a commission equal to of the gross transaction value (the "Commission") payable as follows:

Retainer (if any): . Any retainer paid shall be credited against the Commission at closing.

Expenses: Principal shall reimburse Broker for reasonable, documented out-of-pocket expenses pre-approved in writing by Principal within thirty (30) days of receipt of invoice.

Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum permitted by law, whichever is lower, and Principal shall pay all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice specifying the breach.

Termination shall not relieve Principal of any obligation to pay Commissions earned prior to termination as provided herein, including commissions arising from transactions with prospective buyers introduced to Principal by Broker during the term and for a period of days after termination (the "Tail Period"), provided that Principal consummates a transaction with such introduced party during the Tail Period.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information") and shall not disclose it to any third party except as necessary to perform under this Agreement or as required by law. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) was rightfully in the receiving party's possession prior to disclosure, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The obligations of confidentiality survive termination for a period of years, and the parties acknowledge that a breach may cause irreparable harm for which money damages are an inadequate remedy and that equitable relief, including injunctive relief, shall be available in addition to any other remedies.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Principal represents and warrants that it has full authority to appoint Broker and to consummate transactions with respect to the Assets, and that information provided to Broker will be true and correct in all material respects. Broker represents and warrants that it is duly licensed (if applicable) and has the capacity to perform the services described herein.

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State specified above, without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in the county specified by the parties.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposited in the U.S. mail, postage prepaid, to the addresses set forth above or to such other addresses as either party may specify in writing.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship except as expressly set forth herein. Neither party may assign this Agreement without the prior written consent of the other, except that Broker may assign to an affiliate.

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