Brokerage Cover Letter

BROKERAGE COVER LETTER AND ENGAGEMENT AGREEMENT

Date:

Parties and Recitals

Client Name:

Broker Name:

WHEREAS, the Client desires to engage the Broker to provide brokerage services related to the marketing, introduction, negotiation and/or disposition of the asset(s) described herein; and

WHEREAS, the Broker represents that it is duly qualified and possesses the experience, personnel and licenses necessary to perform such brokerage services in accordance with applicable law; and

WHEREAS, the parties wish to set forth the terms of the Broker’s engagement in this written cover letter and agreement.

Scope of Work

The Broker will provide the following brokerage services pursuant to this engagement. The services include identification of potential counterparties, marketing of the opportunity, facilitation of introductions, assistance in negotiations, and coordination through closing or final transfer as applicable. Specific deliverables, timelines and milestones are set forth below or as further agreed in writing.

Payment Terms

As consideration for the services, the Client shall pay the Broker the fees set forth below. Fees are earned in accordance with this Agreement and payable as provided herein. Broker is also entitled to reimbursement of reasonable and pre-approved out-of-pocket expenses incurred in performance of services.

Term and Termination

This engagement will commence on the date set forth below and shall continue until the earlier of completion of the Scope of Work, expiration of the term set forth below, or termination pursuant to this section.

Commencement Date:     Termination Date/Anticipated End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period above. Termination shall not relieve the Client of obligations to pay for services rendered and expenses incurred through the effective date of termination.

Confidentiality

The parties acknowledge that in the course of performance, each may receive Confidential Information of the other. "Confidential Information" includes non-public business, financial, technical or other proprietary information disclosed in any form. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

The confidentiality obligations shall not apply to information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iii) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with any effort to limit disclosure.

Governing Law

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

Entire Agreement

This cover letter, together with any appendices or written schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, proposals, representations and agreements, whether written or oral. Any amendment or waiver of this Agreement must be in writing and signed by both parties.

Representations and Miscellaneous Provisions

Each party represents that it has the authority to enter into this Agreement, and that the person signing on its behalf is duly authorized. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest to substantially all of its business by merger or sale.

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