Brokerage Letter Template

BROKERAGE LETTER

This Brokerage Letter Agreement (the Agreement) is made as of by and between Broker Name: whose principal address is ("Broker"), and Client Name: whose principal address is ("Client").

RECITALS

WHEREAS, Client is the owner, controlling party or authorized agent with respect to the assets, interests or property described as:

WHEREAS, Client desires to engage Broker to render brokerage, marketing, introduction and negotiation services in connection with the identification and procurement of potential buyers, tenants, investors or counterparties for the transaction contemplated herein; and

WHEREAS, Broker represents that it has the expertise, contacts and experience necessary to perform the services described in this Agreement and is willing to act on the terms set forth below.

NOW, THEREFORE

In consideration of the mutual promises contained herein, the parties agree as follows:

1. APPOINTMENT AND SCOPE

1.1 Appointment. Client hereby appoints Broker to act as Client's Authority: Exclusive listing/engagement Non-exclusive engagement. Broker shall use commercially reasonable efforts to identify and introduce prospective counterparties and shall perform such marketing, introduction and negotiation services as agreed in writing by the parties.

1.2 Scope. Services shall include promotion of the described property or opportunity, contacting prospective parties, coordinating site visits or meetings, preparing marketing materials as mutually agreed, and assisting in negotiating the terms of any proposed transaction.

2. TERM

This Agreement shall commence on and shall expire on unless earlier terminated in accordance with Section 10 below.

3. COMPENSATION

3.1 Fee. Client shall pay Broker a fee computed as follows (select and complete as applicable): Commission Percentage: % of the gross transaction value; OR Flat Fee: $ .

3.2 Payment Timing. Broker's fee shall be earned and payable upon the earlier of (a) the execution of a binding, fully executed purchase, sale, lease or investment agreement relating to the property by a party procured by Broker; or (b) closing of such transaction. If payment is to be deferred or paid from closing proceeds, the parties must set forth payment mechanics in writing.

3.3 Cooperation with Co-Brokers. If another broker or agent is engaged in the transaction, Broker shall be entitled to any agreed cooperating broker split. In the absence of a separate agreement, Client shall not reduce Broker's compensation because of payments to other brokers except as expressly agreed by Broker in writing.

4. BROKER AND CLIENT DUTIES

4.1 Broker Duties. Broker shall act with reasonable skill and care, present offers promptly to Client, and disclose material facts known to Broker that would reasonably affect Client's decision. Broker shall not bind Client without express written authority.

4.2 Client Duties. Client shall timely provide Broker with accurate information, grant reasonable access to the property or records, and notify Broker of any contacts or negotiations initiated by Client or third parties during the Term.

5. ENTITLEMENT; PROCURING CAUSE

Broker shall be entitled to the fee if Broker is the procuring cause of a transaction or if a transaction with any party introduced by Broker is consummated within after the expiration or termination of this Agreement, provided that Broker delivers to Client a written list of such parties prior to expiration.

6. EXPENSES

Client shall reimburse Broker for pre-approved, reasonable out-of-pocket expenses incurred by Broker in connection with its services, including but not limited to marketing, travel and third-party due diligence fees, upon presentation of receipts or reasonable documentation.

7. CONFIDENTIALITY

Each party shall keep confidential any non-public information disclosed by the other party for the purposes of this engagement and shall not disclose such information except to its employees, advisors or prospective counterparties who have a need to know and who are bound to similar confidentiality obligations. This Section shall survive termination of this Agreement.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that it has full authority to enter into this Agreement, that the execution and performance do not violate any other agreement or law, and that information provided to the other party is true and complete to the best of such party's knowledge.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from any breach of this Agreement, willful misconduct, or negligent acts by the indemnifying party.

10. TERMINATION

Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Client of obligations to pay fees earned prior to termination or fees earned under Section 5 for transactions procured during the Term.

11. NOTICES

12. MISCELLANEOUS

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the property is located or, if the property is not location-specific, the state specified here:

Entire Agreement. This Agreement, together with any written attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Amendments; Waiver. Any amendment to this Agreement must be in writing and signed by both parties. No waiver of any breach shall be effective unless in writing signed by the waiving party.

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.

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