Legal Broker Packet

LEGAL BROKER PACKET

This Legal Broker Packet (the "Agreement") is made as of Date: between Broker Name: whose principal place of business is License No.: , and Client Name: whose address is .

RECITALS

WHEREAS, Broker is duly authorized, licensed and experienced in providing brokerage and advisory services in respect of the identification, solicitation and negotiation of potential transactions described as:

WHEREAS, Client seeks to engage Broker to perform the services set forth in this Agreement and to grant Broker specified authorities to act on Client's behalf in connection with the foregoing; and

WHEREAS, the parties desire to set forth the terms and conditions governing Broker's engagement, compensation, responsibilities, and the parties' mutual rights and obligations.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

1. APPOINTMENT AND SCOPE

1.1 Appointment. Client hereby appoints Broker as Client's non-exclusive/exclusive broker (select by checking below) to identify, solicit and negotiate potential counterparties and transactions described in the Transaction Description and to perform the services expressly set forth in this Agreement.

Exclusive authority    Non-exclusive authority

1.2 Services. Broker shall use commercially reasonable efforts to identify and present to Client potential counterparties, prepare marketing materials approved by Client, conduct negotiations at Client's direction, and provide regular status reports in the manner and frequency set forth in Section 10.

2. BROKER AUTHORITY

2.1 Authority to Act. Client authorizes Broker to (a) contact potential counterparties, (b) present transaction proposals prepared or approved by Client, (c) attend meetings and negotiations on behalf of Client with Client's prior direction, and (d) execute non-binding letters of intent or confidentiality agreements on Client's behalf when pre-approved in writing by Client.

2.2 Limitation on Authority. Broker has no authority to bind Client to any transaction or obligation without Client's prior written authorization. Any binding agreement shall be in writing and executed by Client.

3. COMPENSATION

3.1 Commission. Client agrees to pay Broker a commission equal to of the gross transaction value, or a success fee in the amount of , payable according to Section 3.2.

3.2 Payment Terms. Commissions and fees shall be due upon the earlier of (a) execution of a binding transaction document, (b) closing of the transaction, or (c) as otherwise specified here:

3.3 Payment by Third Party. If commissions or fees are payable by a third party, Client remains responsible for payment to Broker if such third party fails to pay when due.

4. EXPENSES; RECORDS

4.1 Out-of-Pocket Expenses. Client shall reimburse Broker for reasonable out-of-pocket expenses incurred in performing services under this Agreement, provided such expenses exceed and are pre-approved in writing by Client.

4.2 Records. Broker shall maintain complete and accurate records of activities and expenses related to the engagement and shall provide copies of reports to Client upon request, subject to confidentiality obligations herein.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether oral, written or electronic, including but not limited to financial data, business plans, pricing, and proprietary analyses.

5.2 Obligations. Receiving Party shall (a) keep Confidential Information strictly confidential, (b) use Confidential Information solely for the purposes of performing this Agreement, and (c) disclose Confidential Information only to those employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

5.3 Exceptions. Confidential Information does not include information that is or becomes publicly available through no breach by Receiving Party, was rightfully known by Receiving Party prior to disclosure, or is independently developed without use of or reference to Confidential Information.

6. REPRESENTATIONS AND WARRANTIES

6.1 Broker Representations. Broker represents and warrants that: (a) it is duly organized and authorized to perform the services; (b) it holds all licenses required to perform the services; and (c) Broker will perform services in accordance with applicable law and professional standards.

6.2 Client Representations. Client represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the execution of this Agreement and performance will not violate any other agreement; and (c) all information provided to Broker is accurate to the best of Client's knowledge.

7. CONFLICTS OF INTEREST

7.1 Disclosure. Broker shall promptly disclose to Client any material relationship or interest that may reasonably be expected to give rise to an actual or potential conflict of interest with respect to the services provided hereunder.

7.2 Consent. If a conflict is disclosed, the parties shall use commercially reasonable efforts to agree on appropriate measures to address the conflict. Client's written consent to continue is required for any material conflict.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification by Client. Client shall indemnify, defend and hold harmless Broker and its affiliates, officers, directors and employees from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or relating to Client's breach of this Agreement, Client's representations or Client's gross negligence or willful misconduct.

8.2 Limitation of Liability. Except for claims arising from gross negligence, willful misconduct, fraud or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of Broker for any claim arising out of this Agreement shall not exceed .

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the date set forth above and continue for a period of , unless earlier terminated as provided herein.

9.2 Termination. Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Client of obligations to pay earned commissions or reimburse expenses incurred prior to termination.

10. REPORTING; NOTICES

10.1 Reports. Broker shall provide Client with written reports summarizing outreach, negotiations and prospective counterparties on a basis, or at such other intervals as agreed.

11. INSURANCE

Broker represents that it carries commercial general liability and professional liability insurance in amounts customary for the industry. Client may request evidence of such coverage and Broker shall provide certificates upon reasonable request. Broker agrees to maintain such insurance throughout the term.

Client requires Broker to maintain minimum professional liability coverage of

12. DISPUTE RESOLUTION

12.1 Negotiation. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives.

12.2 Arbitration. If the dispute is not resolved within 30 days, the parties agree to submit the dispute to binding arbitration in the governing jurisdiction selected below unless the parties mutually agree in writing to litigation. The arbitrator shall apply the substantive law of the governing jurisdiction and may award costs and reasonable attorneys' fees to the prevailing party.

Parties agree to arbitration    Venue:

13. MISCELLANEOUS

13.1 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.

13.2 Entire Agreement. This Agreement, together with any executed attachments or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Amendments. No amendment, modification or waiver of any provision shall be effective unless in a writing signed by both parties.

13.4 Waiver. Failure or delay by either party to exercise any right or remedy shall not constitute a waiver thereof, unless such waiver is in writing and signed by the waiving party.

13.5 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.6 Counterparts; Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures or facsimile signatures shall have the same force and effect as original signatures.

ADDITIONAL TERMS

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