Broker Service Contract

BROKER SERVICE CONTRACT

This Broker Service Contract ("Agreement") is made and entered into as of Effective Date: by and between Broker Name: , whose principal place of business is , and Client Name: , whose address is .

RECITALS

WHEREAS, Broker represents that Broker is engaged in the business of providing brokerage, advisory and intermediary services in the field described in Section 1 and has the expertise, contacts and resources to identify, solicit and negotiate transactions on behalf of Client; and

WHEREAS, Client desires to retain Broker to perform certain broker services for Client in accordance with the terms and conditions set forth herein and Broker desires to accept such engagement on the terms and conditions of this Agreement; and

WHEREAS, the parties intend that Broker be compensated for successful introductions, negotiations and transactions procured for Client as further set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SERVICES

1.1 Scope. Broker shall provide brokerage services including identifying prospective counterparties, making introductions, facilitating negotiations, and assisting with documentation reasonably necessary to effectuate transactions described as:

1.2 Exclusions. Broker shall not provide legal, tax or accounting advice. All final decisions regarding terms, execution and closing of any transaction shall be made by Client.

2. TERM

2.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with Section 8.

2.2 Survival. The obligations that by their nature survive termination, including confidentiality, indemnification and payment obligations, shall survive as expressly provided herein.

3. EXCLUSIVITY

Broker shall act as: Exclusive Non-Exclusive for the Services described in Section 1, as selected by Client.

4. COMPENSATION

4.1 Fees. Client shall pay Broker:

Success Fee (percentage of transaction value):

Alternative Flat Fee (if applicable):

4.2 Payment Terms. Fees payable to Broker shall be due within days following the closing of a transaction. If payment is late, interest shall accrue at a rate of % per month or the maximum allowed by law, whichever is less.

4.3 Commission Vesting. Broker's commission shall vest and be payable if Client consummates a transaction during the Term or within days after termination with a party introduced by Broker during the Term.

5. EXPENSES

Client shall reimburse Broker for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of services, provided that Broker provides receipts or other documentation reasonably requested by Client.

6. CONFIDENTIALITY

Each party agrees to hold in confidence and not disclose any Confidential Information of the other party and to use such information solely for the purposes of performing this Agreement. "Confidential Information" shall include non-public business information, pricing, negotiation positions, financial data and the identities of potential counterparties; provided, Confidential Information shall not include information which is or becomes publicly available through no fault of the receiving party or which is independently developed by the receiving party without use of the disclosing party's information.

7. NON-CIRCUMVENTION

Client covenants not to circumvent Broker with respect to any introduction made by Broker. Client shall not enter into a transaction with a party introduced by Broker to avoid payment of Broker's fees and agrees that any such attempt shall be a material breach entitling Broker to injunctive relief and recovery of fees and costs.

8. TERMINATION

Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party. Termination shall not relieve Client of liability for fees earned or vested prior to termination, nor for transactions consummated in accordance with Section 4.3.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement does not and will not violate any agreement to which it is a party.

10. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Broker and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of or resulting from Client's breach of this Agreement, gross negligence or willful misconduct.

11. LIMITATION OF LIABILITY

EXCEPT FOR FRAUD, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. BROKER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO BROKER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. INSURANCE

Broker shall maintain commercial general liability and professional liability insurance in amounts customary for Broker's business and shall provide evidence of such insurance upon Client's reasonable request.

13. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including anti-corruption and sanctions laws. Each party shall promptly notify the other in writing if any performance would violate applicable law.

14. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below or to such other address as a party may designate by notice to the other party:

Broker Notice Contact:

Client Notice Contact:

15. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument duly executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. 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.

16. 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.

17. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to such subject matter.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that reflects the original intent of the parties as closely as possible.

19. MISCELLANEOUS

19.1 Independent Contractor. Broker is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship between the parties.

19.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, consolidation or sale of substantially all of its assets.

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