Brokerage Client Forms

BROKERAGE CLIENT FORMS

Document Analysis

This document is a binding Brokerage Services Agreement between a Client and a Broker. It contains customary recitals, a clear scope of brokerage services, payment terms including fees and late charges, the contract term and termination procedures, a confidentiality covenant, governing law selection, and an entire agreement clause. Two parties are required to sign: the Client and the Broker.

Recitals

WHEREAS, Client Name: desires to retain Broker Name: to provide brokerage services in connection with the identification, negotiation, and procurement of the Asset or Opportunity described below; and

WHEREAS, Broker represents that it possesses the experience, personnel, and licenses necessary to perform the described brokerage services and is willing to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing as of the Effective Date indicated below.

Effective Date and Subject

Effective Date:

Scope of Work

Broker shall provide the following brokerage services on behalf of Client. Services shall include identification of potential counterparties, coordination of viewings or meetings, negotiation of transaction terms, preparation of written proposals and summaries, and facilitation of due diligence. Broker shall act as an agent and not as principal unless otherwise agreed in writing.

Payment Terms

Client agrees to compensate Broker as set forth below. All fees are due in US dollars unless otherwise agreed in writing. Broker will invoice Client in accordance with the schedule selected below.

If any undisputed invoice is not paid within days of its due date, interest shall accrue at or the maximum lawful rate, whichever is less. Client is also responsible for reasonable collection costs and attorneys' fees incurred by Broker in enforcing payment.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until termination as provided below or until .

Termination: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for cause upon material breach that remains uncured for days after written notice of such breach. Termination shall not relieve Client of its obligation to pay fees earned or expenses incurred through the date of termination.

Confidentiality

Each party shall maintain in strict confidence all non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally available to the public through no wrongful act of the recipient; (b) was rightfully in the recipient's possession prior to disclosure; (c) is independently developed by the recipient without use of the disclosing party's Confidential Information; or (d) is rightfully obtained by the recipient from a third party without restriction. The recipient may disclose Confidential Information to its employees, agents, and professional advisors who have a need to know, provided that such persons are bound by confidentiality obligations no less protective than those herein.

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. Broker represents that, to the best of its knowledge, it will perform services in compliance with applicable laws and regulations and will disclose any actual or potential conflicts of interest to Client in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or related to this Agreement.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, and reasonable costs (including attorneys' fees) arising from the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts or omissions in performing its obligations hereunder, except to the extent arising from the other party's gross negligence or willful misconduct.

Entire Agreement

This Agreement, including any exhibits or written attachments signed by both parties, constitutes the entire agreement between Client and Broker regarding the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

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