Business DRE Document

Business DRE Document

This Business DRE Document (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Provider is engaged in the business of providing services and solutions related to business development, compliance, and real estate-related advisory (as applicable) and possesses the qualifications, skills, and personnel necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Provider to perform the services described herein and Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the relationship between them with respect to the scope of work, compensation, confidentiality, term and termination, and related matters.

1. Scope of Work

Provider shall perform the services and deliverables described below. Provider shall perform services in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client shall pay Provider as compensation for the services described in Section 1 in accordance with the amounts and schedule set forth below. All amounts are exclusive of applicable taxes unless otherwise specified. Payment obligations are unconditional and not subject to set-off except as expressly provided in this Agreement.

Invoices unpaid beyond thirty (30) days after the invoice date shall incur the late payment fee specified above. Client is responsible for all reasonable collection costs, including attorneys' fees, arising from Client's failure to pay when due.

3. Term and Termination

The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may also terminate this Agreement immediately for material breach by the other party if such breach remains uncured for fifteen (15) days after written notice of breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and for any deliverables accepted prior to termination.

4. Confidentiality

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any confidential information disclosed by the other party (Disclosing Party) in connection with this Agreement, except as expressly permitted herein. Confidential information includes non-public business, technical, financial, customer, pricing and other proprietary information, whether disclosed orally or in writing.

The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction and without breach of this Agreement; (c) was known to the Receiving Party prior to disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information. A Receiving Party may disclose Confidential Information to its employees, agents, and professional advisors on a need-to-know basis provided those recipients are bound by confidentiality obligations no less protective than those set forth herein.

5. Governing Law

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

6. Representations and Warranties; Indemnity

Each party represents that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from any third-party claim resulting from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

7. Entire Agreement

This Agreement, together with any exhibits or attachments hereto that are expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, communications and representations, whether written or oral. Any amendment must be in writing and executed by authorized representatives of both parties.

8. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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