Fair Broker Contract

Fair Broker Contract

This Fair Broker Contract (the Agreement) is made as of Day: Month: Year: , by and between Client Name: with principal place of business or residence at (Client), and Broker Name: License No.: with business address at (Broker).

RECITALS

WHEREAS, Client desires to engage Broker to identify prospective purchasers, lessees, investors or counterparties and to negotiate transactions in respect of the assets, property, or opportunities described in Section 2 (the Engagement); and

WHEREAS, Broker represents that it is duly licensed (if required), has experience and expertise in brokerage services and is willing to act on the terms set forth in this Agreement; and

WHEREAS, the parties intend that Broker will be fairly compensated for successful introductions and transactions and that all dealings will be conducted in good faith and in compliance with applicable law.

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

1. DEFINITIONS

1.1 "Transaction" means any sale, lease, financing, investment or other arrangement resulting from an introduction, negotiation or other service provided by Broker under this Agreement. 1.2 "Introduced Party" means a third party introduced to Client by Broker during the Term or within the Protection Period.

2. APPOINTMENT AND SCOPE

Client hereby engages Broker, and Broker accepts such engagement, to act as broker to identify and introduce potential counterparties for the purpose of effectuating Transactions described as: .

The engagement is: Exclusive   Non-exclusive. Broker's authority is limited to introductions and negotiation assistance; Broker has no authority to bind Client except as expressly authorized in writing.

3. BROKER DUTIES

Broker shall use reasonable efforts to identify suitable counterparties, make timely introductions, provide market information, assist with negotiations, and act in good faith. Broker shall promptly disclose to Client any material interest or conflict of interest relating to any Introduced Party.

Broker will comply with all licensing and regulatory requirements applicable to its activities, and will maintain accurate records of introductions and communications made on behalf of Client.

4. CLIENT DUTIES

Client will cooperate reasonably with Broker by providing information, documents and access necessary for Broker to perform. Client will promptly notify Broker of any contact with a prospective Introduced Party and will not circumvent Broker to avoid payment of commission where a Transaction arises from Broker's efforts.

5. COMPENSATION

5.1 Fee. Client shall pay Broker a fee equal to % of the gross value of any Transaction procured by Broker or any Transaction with an Introduced Party occurring during the Term or within the Protection Period.

5.2 Payment Timing. Fees are due and payable within days after the closing or consummation of the Transaction and upon delivery of Broker's invoice.

5.3 Protection Period. Client agrees that Broker shall be entitled to fees for Transactions with parties introduced by Broker within days after termination of this Agreement if such Transactions directly result from Broker's introductions.

6. EXPENSES

Broker shall be responsible for its ordinary administrative costs. Client shall reimburse Broker for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of this Agreement upon presentation of receipts or other documentation.

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the date set forth above and continues for a period of months unless earlier terminated in accordance with this Section.

7.2 Termination for Convenience. Either party may terminate this Agreement upon days' prior written notice to the other party.

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

8. CONFIDENTIALITY

Each party shall keep confidential all non-public information obtained from the other party in connection with this Agreement and shall not disclose such information except to its employees, agents or advisors who have a need to know, provided that they are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination for a period of months.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Broker represents that it will perform services in a competent and professional manner consistent with industry standards.

10. INSURANCE; INDEMNIFICATION

Broker shall maintain commercially reasonable professional liability and general liability insurance in amounts adequate for the services provided. Each party shall indemnify and hold harmless the other from and against liabilities, losses, damages and expenses arising from the indemnifying party's breach of a representation, warranty or covenant, or from its negligence or willful misconduct.

11. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct or a breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims relating to this Agreement shall not exceed the fees paid to Broker under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

12. COMPLIANCE WITH LAW

Each party shall comply with all applicable laws, rules and regulations in performing its obligations hereunder, including without limitation anti-corruption and anti-money laundering laws. Broker shall maintain all licenses and certifications required to perform its services.

13. NOTICES

Notices shall be in writing and shall be deemed given when delivered in person, by nationally recognized overnight courier, by certified mail, or by electronic transmission with confirmation, to the addresses set forth above or such other address as a party designates in writing.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may only be amended by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; VENUE

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 any dispute arising out of or related to this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. MISCELLANEOUS

The parties shall execute such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement. Headings are for convenience only and do not affect interpretation.

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