Business CRE Agreement

BUSINESS CRE AGREEMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client is the owner, lessee, agent or prospective purchaser of certain commercial real property located at (the "Property");

WHEREAS, Service Provider has expertise in commercial real estate advisory, brokerage, leasing and disposition services and has agreed to provide certain services related to the Property under the terms set forth herein;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client with respect to the Property.

Agreement

Scope of Work

Service Provider shall provide the services described below to Client. The scope may include market analysis, valuation, leasing strategy, tenant outreach, transaction negotiation, due diligence coordination, and other customary commercial real estate advisory services as agreed in writing.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the Services rendered. Unless otherwise set forth in a written amendment signed by both parties, compensation shall be calculated and payable as follows:

All undisputed invoices are due within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in connection with the performance of Services.

Term and Termination

This Agreement shall commence on the Effective Date set forth below and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Effective Date: End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice describing the breach.

Confidentiality

Each party acknowledges that during the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical, tenant, lease and valuation information disclosed in connection with this Agreement. Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but never less than reasonable care; (b) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Confidential Information shall not include information that is or becomes publicly available other than by breach of this Agreement, is independently developed without use of Confidential Information, or is required to be disclosed by law or court order (provided the disclosing party gives prompt notice to the other party to seek protective relief).

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct or material breach of this Agreement, provided that the indemnified party gives prompt written notice of any claim and reasonable cooperation in the defense or settlement of such claim.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including any exhibits or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements, proposals and communications. This Agreement may be amended only by a written instrument executed by both parties.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

Miscellaneous Provisions

No waiver by either party of any breach of this Agreement shall be deemed a waiver of any other breach. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship other than the contractual relationship set forth herein.

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