Exclusive Right to Commercial Lease

EXCLUSIVE RIGHT TO COMMERCIAL LEASE

Date:

Owner Name:    Agent/Broker Name:

WHEREAS

WHEREAS, Owner is the legal owner of certain commercial real property commonly described as: (the "Property"); and

WHEREAS, Owner desires to engage Agent and grant Agent the exclusive right to procure a tenant and to negotiate, execute or assign leases for the Property upon the terms set forth herein; and

WHEREAS, Agent represents that it has the experience and resources to market the Property and to procure qualified tenants on behalf of Owner.

SCOPE OF WORK

Agent shall be responsible for marketing the Property, screening prospective tenants, negotiating lease terms subject to Owner approval, and coordinating lease execution. All marketing materials and tenant solicitations shall identify the Owner’s Property and shall conform to any restrictions provided in writing by Owner.

EXCLUSIVE GRANT OF RIGHTS

Owner hereby grants Agent the exclusive and irrevocable right during the Term to market, lease and otherwise procure tenants for the Property. Owner agrees not to engage any other broker or to negotiate directly with prospective tenants for the Property during the Term without written consent of Agent. Owner acknowledges that Agent’s exclusive right includes the right to be paid the Commission as provided herein for any lease or occupancy agreement procured during the Term or arising from Agent’s efforts during the Term.

PAYMENT TERMS

Commission payable to Agent upon execution of any lease (the "Commission"):

Commission Percentage: % of the aggregate gross rent payable under the initial lease term.

OR Flat Commission: $ (if a flat fee is agreed, it shall be paid as set forth below).

Late Payment: Past due amounts bear interest at % per month (or the maximum lawful rate if lower). A one-time administrative late fee of $ shall apply to any payment more than days late.

Expenses: Owner shall be responsible for reasonable out-of-pocket marketing expenses approved in writing in advance by Owner. Unless otherwise agreed, such expenses shall be reimbursed to Agent within days of presentation of receipts.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination shall not relieve Owner of the obligation to pay Commission to Agent for any lease executed with a tenant procured by Agent during the Term or within days after termination where Agent's efforts during the Term directly resulted in the lease.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice specifying the breach.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement, including financial terms, tenant information, marketing strategies and proprietary materials, and shall not disclose such information to third parties except to affiliates, legal and financial advisors, or prospective tenants who need the information to evaluate a lease, provided that such recipients are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any claims, liabilities, losses or expenses (including reasonable attorneys’ fees) arising out of the indemnifying party's negligence, willful misconduct or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and shall reasonably cooperate in the defense.

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.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. Any modification must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any provision must be in writing and signed by the waiving party.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Agent may assign to an affiliated brokerage entity provided Owner is notified in writing.

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