Legal Commission Instructions

LEGAL COMMISSION INSTRUCTIONS

This Legal Commission Instructions (the "Instructions") is made and entered into as of Effective Date: by and between Client Name: , Client Address: , and Commission Agent Name: , Commission Agent Address: .

RECITALS

WHEREAS, Client has engaged Commission Agent to procure, facilitate, or otherwise effectuate the Transaction described below and desires that certain commission payments be made in accordance with the terms of these Instructions; and

WHEREAS, Commission Agent has rendered services that give rise to a commission obligation, and Client is authorized and willing to instruct the Payor to disburse commission amounts directly to Commission Agent upon satisfaction of the conditions set forth herein; and

WHEREAS, the parties desire to set forth the computation, timing, conditions precedent to payment, and other administrative and legal terms governing the payment of such commission.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Transaction" means the business deal, sale, lease, financing or other disposition described as: .

1.2 "Payor" means the person or entity obligated to disburse funds on account of the Transaction, identified as: , Address: .

2. INSTRUCTION TO PAY

2.1 Client hereby directs Payor, and authorizes any escrow agent, settlement agent, closing agent or other disbursing party involved in the Transaction (each a "Disbursing Agent") to pay Commission Agent the commission in accordance with the computation set forth in Section 3, provided that all conditions precedent in Section 4 have been satisfied or waived in writing by the party entitled to waive such condition.

3. COMMISSION AMOUNT AND CALCULATION

3.1 Commission shall be computed as follows:

3.2 If both a rate and a fixed amount are provided, the fixed amount shall control unless otherwise specified in writing. Commission shall be calculated on the gross cash consideration actually received by the Payor in connection with the Transaction, excluding bona fide adjustments, refunds and credits expressly documented by Payor.

4. CONDITIONS PRECEDENT TO PAYMENT

4.1 No payment shall be due until the occurrence of the following conditions precedent, each of which must be satisfied or waived in writing:

4.2 The Disbursing Agent may require delivery of an executed copy of these Instructions, evidence of the Transaction's consummation, and such other documentation as reasonably requested to effect payment.

5. PAYMENT TIMING AND METHOD

5.1 Payment of the commission shall be due and payable to Commission Agent within days following the date on which all conditions precedent have been satisfied or waived.

6. TAXES AND WITHHOLDING

6.1 Commission Agent is solely responsible for all federal, state, local and other taxes, assessments and withholdings arising with respect to amounts paid hereunder. Client and Payor shall have no responsibility for the tax treatment of any payment except as required by applicable law; to the extent Payor is required by law to withhold amounts, Payor shall withhold only such amounts as required and shall promptly provide Commission Agent with official documentation of such withholding.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants that: (a) it has full power and authority to execute and deliver these Instructions and to perform its obligations hereunder; (b) the execution, delivery, and performance of these Instructions do not violate any agreement or obligation to which it is a party; and (c) the individual signing on behalf of each party is authorized to do so.

8. INDEMNIFICATION

8.1 Commission Agent shall indemnify, defend and hold harmless Client and Payor from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) resulting from any misrepresentation by Commission Agent, breach of these Instructions by Commission Agent, or any claim relating to Commission Agent's entitlement to all or part of the commission other than as expressly set forth herein.

9. LIMITATION ON LIABILITY

9.1 Except for indemnification obligations or willful misconduct, neither party shall be liable to the other for consequential, special, incidental or punitive damages arising out of or related to these Instructions.

10. NOTICES

10.1 All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 These Instructions may be amended only by an instrument in writing signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver thereof, and any waiver must be in writing. These Instructions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12. GOVERNING LAW; VENUE

12.1 These Instructions shall be governed by and construed in accordance with the internal laws of the State of , without regard to 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 relating to these Instructions.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 These Instructions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of these Instructions is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

14.1 The parties agree that any Disbursing Agent that acts in good faith reliance upon these Instructions shall be entitled to rely upon the accuracy of the information provided herein and shall be indemnified by the party directing the payment for any actions taken in reliance hereon, except in the case of gross negligence or willful misconduct.

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