Commercial CMA Agreement

COMMERCIAL CMA AGREEMENT

This Commercial Comparative Market Analysis Agreement ("Agreement") is made as of by and between Client Name: whose principal address is (the "Client"), and Broker Name: , Broker Firm: whose address is (the "Broker").

RECITALS

WHEREAS, the Client owns, controls or has an interest in certain commercial real property commonly described as (the "Property"); and

WHEREAS, the Broker is experienced in preparing commercial comparative market analyses, market research and pricing opinions for commercial real estate and is duly licensed to provide such services in the jurisdiction in which the Property is located; and

WHEREAS, the Client desires to retain the Broker to prepare a Commercial Comparative Market Analysis ("CMA") in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SERVICES

1.1 Scope. Broker shall prepare and deliver to Client a written Commercial Comparative Market Analysis including a market overview, recent comparable transactions, price metrics, recommended list or value ranges, and an executive summary (the "Services"). Broker will base the CMA on public records, commercially available data, Broker's proprietary data and Broker's professional judgment. Broker does not guarantee the accuracy of third-party data and will make commercially reasonable efforts to verify material items.

1.2 Deliverables and Timing. Broker shall deliver the CMA to Client electronically or in hard copy within calendar days after receipt of all required information from Client and payment of any required fee described in Section 2. Broker's failure to meet a delivery date shall not constitute a material breach if caused by circumstances beyond Broker's reasonable control.

2. COMPENSATION

2.1 Fee. Client shall pay Broker a fee for the Services in the amount of $ (the "Fee"), payable as follows:

2.2 Expenses. Client shall reimburse Broker for reasonable, preapproved out-of-pocket expenses (including but not limited to data fees, travel and third-party reports) incurred in connection with the Services upon presentation of receipts or invoices.

3. TERM; TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue until the Services are delivered and all obligations are satisfied, unless earlier terminated as provided herein.

3.2 Termination. Either party may terminate this Agreement for convenience upon days' prior written notice. Upon termination, Client shall pay Broker for Services rendered and reasonable expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

4.1 Confidential Information. Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary information ("Confidential Information"). Each party shall maintain the confidentiality of such information and shall not disclose it to third parties except to employees, contractors or professional advisors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

4.2 Exceptions. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

5. OWNERSHIP; LICENSE

5.1 Ownership. Broker shall retain ownership of all raw data, templates, proprietary methodologies and intellectual property used to create the CMA. Broker grants Client a nonexclusive, nontransferable license to use the delivered CMA solely for Client's internal evaluation of the Property.

5.2 Restrictions. Client shall not publish, distribute, sell or otherwise use the CMA for marketing, listing or resale without Broker's prior written consent. Any permitted redistribution shall include attribution to Broker.

6. REPRESENTATIONS; WARRANTIES

6.1 Broker Representations. Broker represents that it has the requisite expertise and, where applicable, a valid license to perform the Services. Broker does not warrant future market conditions or guarantee any sale, lease or transaction results arising from Client's reliance on the CMA.

6.2 Client Representations. Client represents that it has authority to permit Broker access to the Property data and that the information provided to Broker is true, accurate and complete to Client's knowledge.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any third-party claims arising from that party's breach of this Agreement, negligence or willful misconduct.

7.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO BROKER UNDER THIS AGREEMENT.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may specify in writing.

9. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted. A failure or delay in exercising any right shall not constitute a waiver.

10. GOVERNING LAW; VENUE

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

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings.

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

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be binding.

SIGNATURES

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