Brokerage Services Agreement

BROKERAGE SERVICES AGREEMENT

This Brokerage Services Agreement (the Agreement) is entered into effective as of (Effective Date) by and between:

RECITALS

WHEREAS, Broker represents that it has experience and expertise in identifying, introducing and negotiating transactions for the purchase, sale, sourcing or placement of goods, services, or investment opportunities (Brokerage Services); and

WHEREAS, Client desires to retain Broker to provide Brokerage Services on the terms and conditions set forth herein and Broker is willing to provide such services pursuant to this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of such Brokerage Services.

SCOPE OF WORK

Broker shall perform Brokerage Services as agreed with Client, which may include identification of potential counterparties, introduction, negotiation assistance, market analysis and transaction coordination. Specific duties, deliverables, and performance milestones are described below:

Territory or Transaction Type:

Exclusivity: Exclusive engagement Non-exclusive engagement

PAYMENT TERMS

Client shall pay Broker fees in accordance with the following schedule and terms.

Invoices are payable within days of receipt. Late payments shall accrue interest at , or the maximum rate permitted by law, whichever is less. A one-time administrative late fee of may also apply.

Client shall reimburse pre-authorized, reasonable out-of-pocket expenses incurred by Broker in connection with performance of the Services, provided such expenses are documented and approved in advance where required by Client.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach.

Termination does not relieve Client of the obligation to pay fees earned or expenses incurred prior to termination, nor does it relieve either party of obligations that by their nature survive termination, including confidentiality and indemnification.

CONFIDENTIALITY

Each party agrees to hold in strict confidence and not to disclose to any third party any Confidential Information received from the other party, except as required by law or with the disclosing party's prior written consent. Confidential Information includes business plans, pricing, transaction terms, client lists and trade secrets, but does not include information that is or becomes publicly available through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

REPRESENTATIONS, INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Broker represents that it will perform Services in a commercially reasonable manner consistent with industry standards.

Client shall indemnify, defend and hold harmless Broker, its affiliates and their respective officers, directors and employees from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, negligence or willful misconduct.

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive or exemplary damages. The total aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid to Broker under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates by written notice to the other. Notices shall be deemed given upon personal delivery, one business day after sending by reputable overnight courier, or three business days after posting by certified mail, return receipt requested.

GOVERNING LAW; DISPUTE RESOLUTION

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

The parties shall seek to resolve disputes arising out of or relating to this Agreement promptly through good faith negotiations. If the parties are unable to resolve a dispute within days of a written request for negotiation, the dispute shall be submitted to mediation. If mediation does not resolve the dispute, the parties may pursue any available legal or equitable remedies in the courts located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

EXECUTION

The parties have executed this Agreement by their duly authorized representatives as of the Effective Date first set forth above.

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