Legal Broker Record Form

LEGAL BROKER RECORD FORM

This Legal Broker Record Form (the "Form") is entered into as of by and between Broker: whose principal place of business is and Client Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Broker is duly authorized and licensed to arrange, negotiate and record brokerage transactions and to maintain detailed records of such transactions in accordance with applicable laws and industry standards; and

WHEREAS, Client engages Broker to act as broker of record for specified transactions and requires that Broker create, maintain and deliver records evidencing transactions, commissions and related compliance processes; and

WHEREAS, the Parties desire to set forth the requirements for the creation, retention, audit access, confidentiality and disposition of Broker Records.

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

1. DEFINITIONS

1.1 "Broker Records" means all written, printed, electronic or other tangible or intangible records, files, ledgers, logs, invoices, receipts, correspondence, contract copies, electronic mail, metadata, audit trails and other documents created or received by Broker in connection with services performed for Client under this Form.

1.2 "Transaction" means any transaction brokered, negotiated or facilitated by Broker on behalf of Client that gives rise to a commission, fee or other consideration.

2. APPOINTMENT; SCOPE OF RECORDS

2.1 Client hereby appoints Broker to act as broker of record for Transactions identified in this Form and Broker accepts such appointment subject to the terms herein. Broker shall create and maintain Broker Records that accurately reflect each Transaction, including but not limited to Transaction date, parties, consideration, commission calculation and any supporting documentation.

2.2 Broker shall assign a unique Record Number to each Transaction. Record Number:

3. RECORDKEEPING REQUIREMENTS

3.1 Content and Format. Broker Records shall include originals or true copies of agreements, confirmations, invoices, receipts, correspondence, authorizations and any audit logs. Records may be maintained electronically provided they are searchable, complete and capable of being reproduced in legible form.

4. COMPLIANCE, KYC AND AUDIT ACCESS

4.1 Compliance. Broker warrants that Broker Records will be maintained in compliance with applicable recordkeeping, anti-money laundering, know-your-customer and other regulatory requirements applicable to the Parties' industry and jurisdiction.

4.2 Audit Access. Upon reasonable prior written notice of no fewer than days, Broker shall permit Client or Client's authorized representative to inspect and copy Broker Records relevant to a Transaction. Broker may redact information required to be kept confidential by third-party privacy or privilege obligations, provided that redaction does not unreasonably frustrate the purpose of the audit.

5. FEES, PAYMENT AND ACCOUNTING

5.1 Payment Terms. Amounts due to Broker pursuant to this Form shall be payable within days of invoice unless otherwise agreed in writing.

6. CONFIDENTIALITY

6.1 Each Party shall treat Broker Records and related Confidential Information as confidential and shall not disclose such information except as required by law or with the prior written consent of the other Party. Confidential obligations shall survive termination of this Form for a period of years.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has full corporate or individual power and authority to enter into this Form and to perform its obligations hereunder and that the execution and delivery of this Form has been duly authorized.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Broker shall indemnify, defend and hold Client harmless from and against all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Broker's breach of its recordkeeping obligations, willful misconduct or gross negligence in maintaining Broker Records.

8.2 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

9. NOTICES

All notices under this Form shall be in writing and delivered by hand, national courier service, or certified mail to the addresses set forth below or to such other address as a Party designates by written notice to the other Party.

10. AMENDMENTS; WAIVER

10.1 No amendment, modification or waiver of any provision of this Form shall be effective unless it is in writing and signed by authorized representatives of both Parties. Failure or delay to exercise any right shall not constitute a waiver.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

12.1 This Form constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

13. MISCELLANEOUS ADMINISTRATIVE DATA

Individual Corporation / LLC Other:

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