Closing Kit Document Template

CLOSING KIT DOCUMENT TEMPLATE

Parties

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of preparing and assembling transaction closing materials, coordinating closing deliverables, and managing document execution in connection with commercial and corporate transactions; and

WHEREAS, Client desires to retain Provider to prepare a Closing Kit consisting of specified closing documents, schedules, and certifications for the transaction described in this agreement, and Provider agrees to perform such services under the terms set forth below; and

WHEREAS, the parties intend that the Closing Kit shall constitute a complete and organized set of documents necessary to effectuate closing of the transaction identified herein.

Transaction Identification

Transaction Title:

Closing Date (anticipated):

Scope of Work

Provider shall prepare, assemble and deliver a complete Closing Kit containing the documents and services described below. Provider's obligations include document preparation, compilation, review for completeness, coordination of signature pages, and delivery of final executed copies to the parties designated by Client.

Closing Kit Contents Checklist

The Closing Kit shall include the following items as applicable. Check all items to be included.

Executed agreements and schedules

Final closing statement / settlement statement

Corporate, LLC or partnership certificates and incumbency certificates

Board or member resolutions authorizing transaction

Title, survey, mechanic's lien affidavits or property-related documents

Payment Terms

Total Fee: $ . The fee is exclusive of any third-party recording, courier, notary or filing fees which will be invoiced separately and are payable by Client unless otherwise stated.

Payment Schedule:

Late Payment: Any undisputed amount not received within days after invoice shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Provider may withhold delivery of the Closing Kit pending payment.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause shall be effective immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure within 10 days after receipt of notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses reasonably incurred through the effective date of termination, and Provider shall deliver to Client a copy of work in progress.

Confidentiality

Each party agrees that all non-public information and documents disclosed in connection with the services and the Closing Kit shall be treated as confidential information of the disclosing party. Confidential information shall not include information that is publicly available through no breach of this Agreement or independently developed by the receiving party without reference to the disclosing party's confidential information.

The receiving party shall use confidential information solely for the purposes of performing its obligations under this Agreement and shall restrict access to its employees, agents, counsel, accountants and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

Representations; Authority

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is authorized to bind the party to the terms of this Agreement.

Governing Law

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

Indemnification and Limitation of Liability

Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any and all losses, claims, liabilities and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or Client's failure to provide accurate information required for the Closing Kit. Provider's liability for any claim arising out of or related to this Agreement shall be limited to direct damages and in no event shall Provider be liable for consequential, special, incidental or punitive damages.

Acceptance

Client shall notify Provider in writing within days after delivery of the Closing Kit of any objections asserting non-conformity to the agreed Scope of Work. Absent timely written notice, the Closing Kit shall be deemed accepted.

Entire Agreement

This Agreement, together with any schedules or exhibits attached hereto and any written amendments signed by both parties, constitutes the entire agreement between Provider and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

Miscellaneous Provisions

Notices under this Agreement shall be delivered to the contact addresses provided above and shall be effective upon receipt. No amendment to this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgement

By signing below, each party acknowledges that it has read and understands this Agreement, that it has the authority to enter into this Agreement, and that it agrees to be bound by its terms.

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