Brokerage Service Contract

BROKERAGE SERVICE CONTRACT

This Brokerage Service Contract (the "Agreement") is made as of Effective Date: by and between Broker Name: , Broker Entity Type: Individual Corporation LLC Partnership , with principal business address at (\"Broker\"), and Client Name: , Client Entity Type: Individual Corporation LLC Partnership , with principal business address at (\"Client\"). Broker and Client are sometimes referred to individually as a \"Party\" and collectively as the \"Parties\".

RECITALS

WHEREAS, Broker is duly authorized, experienced and qualified to provide brokerage and advisory services in connection with the identification, marketing and negotiation of transactions described in this Agreement; and

WHEREAS, Client desires to engage Broker to perform specified brokerage services on the terms and conditions set forth herein, and Broker is willing to accept such engagement under the terms of this Agreement.

WHEREAS, the Parties intend that Broker shall act as a non-exclusive/ exclusive broker as set forth in Section 2 below and that the Parties' respective rights and remedies be defined by the terms below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. ENGAGEMENT

1.1 Engagement. Client hereby engages Broker, and Broker accepts such engagement, to act as Client's broker to provide the brokerage services described in Section 2 (the \"Services\"). Broker shall perform the Services in accordance with the terms of this Agreement and applicable law.

2. SCOPE OF SERVICES

2.1 Description. Broker shall provide the following Services: identification of prospective counterparties, introduction and facilitation of negotiations, market analysis, preparation of transaction documentation, and other brokerage activities reasonably necessary to consummate transactions described as:

2.2 Exclusivity. The engagement is . If exclusive, Client agrees not to engage additional brokers for the same Services during the Term without prior written consent of Broker.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on Term Start Date: and continue until Term End Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon delivering written notice not less than days prior to the effective date of termination.

3.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES AND PAYMENT

4.1 Brokerage Fee. Client shall pay Broker a fee as follows (select applicable and complete fields):

4.2 Payment Terms. Unless otherwise agreed in writing, fees due to Broker shall be payable within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Expense Reimbursement. Client shall reimburse Broker for reasonable, documented out-of-pocket expenses incurred in performing the Services, provided such expenses are pre-approved by Client when exceeding .

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party acknowledges that it may receive confidential information of the other Party. \"Confidential Information\" includes non-public business, financial, technical or strategic information disclosed in connection with the Services. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement.

5.2 Non-Disclosure. Each Party shall hold Confidential Information in strict confidence and shall not disclose it to third parties except to employees, affiliates, or advisors who need to know and are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual. Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) execution and performance do not and will not violate any applicable law or contractual obligation; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

6.2 Broker. Broker represents that it will perform the Services with the level of skill and care ordinarily exercised by a professional broker in similar transactions and in compliance with applicable law, including any required licensing obligations.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each Party (the \"Indemnitor\") shall indemnify, defend and hold harmless the other Party (the \"Indemnitee\") from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) Indemnitor's breach of this Agreement; (b) Indemnitor's negligence or willful misconduct; or (c) third-party claims arising from Indemnitor's actions in connection with this Agreement.

7.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED OR THE TOTAL FEES PAID TO BROKER UNDER THIS AGREEMENT, WHICHEVER IS GREATER.

8. CONFLICTS OF INTEREST

8.1 Disclosure. Broker shall promptly disclose to Client any actual or potential conflict of interest that may reasonably be expected to impair Broker's objectivity in performing the Services. The Parties shall in good faith agree on any appropriate mitigation measures.

9. INDEPENDENT CONTRACTOR

Broker is an independent contractor and not an employee, agent, joint venturer or partner of Client. Broker is solely responsible for all employment taxes, benefits, workers' compensation and other obligations relating to its personnel.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as either Party designates in writing):

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both Parties.

11.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, and any waiver must be in writing signed by the waiving Party.

11.3 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 transmitted by electronic means shall be effective to bind the Parties.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to principles of conflict of laws that would require application of the laws of another jurisdiction.

12.2 Entire Agreement. This Agreement (including all exhibits, schedules and documents incorporated by reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS

13.1 Independent Advice. Each Party acknowledges that it has had the opportunity to seek independent legal advice regarding this Agreement and that it fully understands the rights and obligations contained herein.

13.2 Survival. Provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive, including but not limited to Sections 4 (Fees and Payment), 5 (Confidentiality), 7 (Indemnification; Limitation of Liability), and 12 (Governing Law; Entire Agreement; Severability).

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