Broker Service Request

BROKER SERVICE REQUEST

RECITALS

WHEREAS, Client Name: (the "Client") seeks brokerage services in connection with certain business matters described below; and

WHEREAS, Broker Name: (the "Broker") is willing to provide such services subject to the terms and conditions of this Broker Service Request (the "Request"); and

WHEREAS, the parties wish to set forth the scope, compensation, and other material terms governing Broker's engagement effective as of Effective Date: .

PARTY CONTACT INFORMATION

SCOPE OF WORK

Broker shall provide brokerage services as requested by Client and as set forth below. Broker will exercise reasonable skill, care, and diligence customary for licensed brokers performing similar services. Broker's duties may include marketing, identifying prospective counterparties, facilitating introductions, negotiating terms, and coordinating closing processes as applicable.

SERVICES REQUESTED

Select the services to be provided:

Marketing and outreach
Negotiation and deal structuring
Transaction coordination and closing support
Due diligence assistance
Other (specify)

PAYMENT TERMS

Client agrees to compensate Broker in accordance with the terms below. All fees are exclusive of applicable taxes unless otherwise stated.

Flat fee    Amount:

Percentage fee    Percentage: %    Calculated on:

Any undisputed amount not paid within days of invoice date shall accrue interest at % per month or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

This Request commences on Start Date: and, unless earlier terminated in accordance with this section, shall continue until End Date: or until completion of the services.

Either party may terminate this Request for convenience upon written notice of to the other party. Termination for material breach shall be effective upon delivery of written notice specifying the breach and allowing to cure.

Upon termination, Client shall pay Broker for all services performed and expenses incurred up to the effective date of termination, including any earned but unpaid fees.

CONFIDENTIALITY

For the purposes of this Request, "Confidential Information" means non-public information disclosed by one party to the other in connection with the services. Broker and Client agree to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform their obligations under this Request; and (c) not disclose Confidential Information to any third party except to affiliates, advisors, or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall not apply to information that: (i) is or becomes public through no breach of this Request; (ii) was rightfully known to the recipient prior to disclosure; (iii) is independently developed; or (iv) is required to be disclosed by law or valid order of a court or regulatory body, provided the recipient gives prompt notice to the disclosing party where permitted to do so to enable a protective order.

INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Broker and its officers, employees, and agents from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Request, negligent acts, omissions, or willful misconduct. Broker shall indemnify Client for Broker's gross negligence or willful misconduct in performing services under this Request.

GOVERNING LAW

This Request shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Request, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Request without the prior written consent of the other, except that Broker may assign to an affiliate or successor in interest. If any provision is determined invalid, illegal, or unenforceable, the remainder shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid one achieving substantially the same economic effect.

ACKNOWLEDGMENT

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms and conditions of this Broker Service Request.

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