Legal RECAD Document

Legal RECAD Document

This RECAD (Real Estate Collaboration and Development Agreement) (the Agreement) is made and entered into as of Month Day Year by and between Party A Name: , principal place of business at (Party A), and Party B Name: , principal place of business at (Party B).

Recitals

WHEREAS, Party A is engaged in the ownership, acquisition and development of certain real property and possesses expertise in project management and construction oversight; and

WHEREAS, Party B possesses capital resources and experience in financing and leasing arrangements and desires to partner with Party A to develop, manage and lease the Project described below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the collaboration, development, financing and management of the real property and improvements known as the Project.

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

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Project" means the real property and improvements described in the Project Description; "Confidential Information" means non-public business, technical, financial and strategic information disclosed by a party that is designated confidential or reasonably understood to be confidential; "Force Majeure" means events beyond a party's reasonable control including acts of God, strikes, riots, governmental actions, epidemics and extreme weather.

2. Project Description and Scope

Party A shall act as Development Manager and shall be responsible for supervising construction, obtaining permits, engaging contractors and managing day-to-day project operations. Party B shall be responsible for arranging financing, providing capital contributions as set forth below, and coordinating leasing and marketing efforts. Specific obligations, budgets and schedules shall be set forth in Exhibit A attached hereto and incorporated by reference.

3. Term; Termination

The term of this Agreement shall commence on the Effective Date and shall continue until the earlier of (i) completion of the Project and final accounting; or (ii) termination by mutual written agreement of the parties; or (iii) termination pursuant to Section 3.2. Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

4. Capital Contributions; Payments

Party B shall provide capital contributions pursuant to a funding schedule agreed in writing. Party A shall have the authority to approve expenditures up to a delegation limit of without prior written consent of Party B. All payments shall be made in lawful currency of the United States and documented by invoices and receipts.

5. Confidentiality

Each party shall maintain in confidence all Confidential Information received from the other party and shall not disclose such Confidential Information to any third party except to its representatives who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully known to the recipient prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

6. Representations and Warranties

Each party represents and warrants that it has full corporate or individual power and authority to enter into and perform its obligations under this Agreement, that execution and delivery have been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms. Each party further warrants that to its knowledge there are no pending proceedings that would materially impair its ability to perform.

7. Indemnification

Each party (the Indemnitor) shall indemnify, defend and hold harmless the other party (the Indemnitee) from and against any and all liabilities, claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's negligence, willful misconduct, breach of this Agreement or violation of applicable law, except to the extent such liabilities result from the Indemnitee's negligence or willful misconduct.

8. Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality and indemnity obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts actually paid by Party B under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

9. Assignment

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, consolidation or sale of substantially all of its assets so long as the assignee assumes the assigning party's obligations in writing.

10. Notices

All notices, requests, demands and other communications under this Agreement 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 specify in writing pursuant to this Section.

11. Amendments; Waiver

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, and no waiver shall be effective unless in writing and signed by the party granting the waiver.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its choice of law principles.

13. Entire Agreement; Severability

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a substitute provision that most nearly effects the original intent.

14. Counterparts

This Agreement 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

15. Miscellaneous

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties acknowledge that they have had the opportunity to consult counsel prior to executing this Agreement.

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