Broker Services Agreement

BROKER SERVICES AGREEMENT

This Broker Services Agreement ("Agreement") is entered into as of the Effective Date: , by and between Broker Name: , with principal place of business at (\"Broker\"), and Client Name: , with principal place of business at (\"Client\").

RECITALS

WHEREAS, Broker is engaged in the business of providing brokerage, advisory and related services in connection with the acquisition, disposition, lease or financing of assets or business interests, and holds expertise in identifying and negotiating opportunities on behalf of clients;

WHEREAS, Client desires to engage Broker to perform brokerage services on the terms and conditions set forth in this Agreement and Broker is willing to accept such engagement; and

WHEREAS, the parties intend that Broker act as an independent contractor and not as an employee, agent, partner or fiduciary of Client except as expressly set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. APPOINTMENT; SCOPE OF SERVICES

1.1 Appointment. Client hereby appoints Broker, and Broker accepts such appointment, to act as Broker for Client for the specific matter(s) described in the Scope of Services. This appointment is limited to the express terms of this Agreement and does not create any exclusive authority except where expressly set forth.

1.2 Activities. Broker shall use commercially reasonable efforts to identify prospective counterparties, present opportunities, assist with valuation and deal structuring, negotiate terms on Client's behalf, and facilitate closing or consummation of transactions identified in the Scope of Services. Broker shall not bind Client without Client's prior written authorization.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until , unless earlier terminated in accordance with Section 12.

3. COMPENSATION

3.1 Fees. As consideration for Broker's services, Client shall pay Broker the fees set forth in this Section. The parties agree that Broker's compensation shall be:

3.2 Payment Timing. All fees shall be due and payable upon the earlier of closing of the applicable transaction or as otherwise set forth in this Agreement. Unpaid fees shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.3 Multiple Transactions. If the transaction consists of multiple closings or tranches, Broker's fee shall be calculated on the aggregate consideration unless otherwise agreed in writing.

4. EXPENSES

4.1 Reimbursable Expenses. Client shall reimburse Broker for reasonable out-of-pocket expenses incurred in performing services hereunder, including travel, lodging, document reproduction and third-party due diligence, provided that Broker obtains Client's prior written approval for any single expense in excess of

5. CONFIDENTIALITY

5.1 Confidential Information. Each party acknowledges that during the term it will have access to non-public, confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to protect Confidential Information with at least the same degree of care it uses for its own confidential information and not to disclose it except to employees, officers, counsel or advisors on a need-to-know basis or as required by law.

5.2 Exclusions. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; or (c) is developed independently without use of the disclosing party's Confidential Information.

6. BROKER'S DUTIES; STANDARD OF CARE

6.1 Standard of Care. Broker shall perform services in a professional and diligent manner consistent with applicable industry standards. Broker makes no guarantee as to the success of any transaction. Broker shall promptly disclose to Client any conflicts of interest of which Broker becomes aware.

7. CLIENT'S DUTIES

7.1 Cooperation. Client shall cooperate with Broker by providing timely information, access to personnel and reasonable assistance necessary for Broker to perform its duties. Client warrants that information provided to Broker will be, to the best of Client's knowledge, true and complete.

8. EXCLUSIVITY

8.1 Engagement Type. The parties agree that the engagement is: Exclusive Non-exclusive

If exclusive, Client shall not engage other brokers for the Scope of Services during the Term. If non-exclusive, Broker shall have the right to market services to other parties.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that its execution and performance do not violate other agreements, and that no consent of any third party is required except as disclosed in writing prior to execution.

10. INDEMNIFICATION

10.1 Indemnity by Client. Client shall indemnify, defend and hold harmless Broker and its affiliates, officers, directors and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, negligent acts, willful misconduct, or inaccurate representations.

10.2 Indemnity by Broker. Broker shall indemnify and hold Client harmless from any third-party claims arising from Broker's gross negligence, willful misconduct, or material breach of this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO BROKER UNDER THIS AGREEMENT.

12. TERMINATION

12.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination.

12.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Termination shall not relieve Client of its obligation to pay fees for transactions that close after termination but which were the direct result of Broker's efforts prior to termination, provided such transactions close within after termination.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice:

14. AMENDMENTS; WAIVER; ASSIGNMENT

14.1 Amendments and Waiver. This Agreement may be amended only by a writing signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

14.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

15. GOVERNING LAW; DISPUTE RESOLUTION

15.1 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.

15.2 Dispute Resolution. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration administered by a recognized arbitration forum in the county where Client's principal place of business is located, unless the parties agree otherwise in writing.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

16.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the other provisions shall remain in full force and effect.

17. COUNTERPARTS

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. Signatures delivered by electronic means shall have the same force and effect as original signatures.

MISCELLANEOUS

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