Business Services Colliers

Business Services Colliers

Parties

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client requires professional business services related to advisory, management, brokerage, marketing and associated consulting (the "Services"); and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and licenses to perform the Services and is willing to provide such Services under the terms set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the Services described below. The scope may be amended only by written change order signed by both Parties.

Payment Terms

Client shall pay Service Provider for Services as follows. All amounts are in U.S. Dollars unless otherwise indicated.

Service Provider shall submit invoices to Client. Payment is due within days of receipt of a properly detailed invoice.

Overdue amounts shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law. In addition, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to recover past due amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party. Either Party may terminate immediately for material breach if such breach remains uncured for twenty (20) days following written notice of breach.

Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work in progress, subject to payment for completed work and reasonable costs of transfer.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial and other information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) that is clearly designated as confidential or that a reasonable person would understand to be confidential given the nature of the information.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use it only to perform obligations under this Agreement; (b) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party.

Confidential obligations do not apply to information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is received from a third party without breach of an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and limits disclosure to the extent legally required.

Upon termination or at the Disclosing Party's request, the Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information and certify in writing that it has complied with this obligation.

Return/Destroy on Termination

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 resolution of disputes.

Entire Agreement; Miscellaneous

This Agreement, together with any mutually executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, proposals and agreements, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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