Legal Reservation Fee Agreement

Legal Reservation Fee Agreement

This Reservation Fee Agreement (the Agreement) is made as of the day of , , by and between Provider Name: with address Provider Address: (Provider), and Client Name: with address Client Address: (Client). Provider and Client are each a Party and collectively the Parties.

RECITALS

WHEREAS, Provider is the party offering the opportunity to reserve the right to purchase or obtain certain goods, services, or rights described as:

WHEREAS, Client desires to secure an exclusive reservation in favor of Client for the subject described above for the Reservation Period defined below, subject to payment of a reservation fee and the terms of this Agreement;

WHEREAS, Provider is willing to accept a reservation fee in consideration for temporarily removing the subject from active availability and granting Client the exclusive reservation rights set forth in this Agreement.

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

1. RESERVATION FEE

1.1 Amount. Client shall pay Provider a non-refundable reservation fee in the amount of $ (Reservation Fee), except as expressly provided in Section 4 below. The Reservation Fee shall secure the exclusive reservation rights described herein.

1.2 Receipt. Upon receipt of the Reservation Fee, Provider shall issue a written acknowledgement or receipt identifying the Reservation Fee amount and the reservation reference number: .

2. PAYMENT TERMS

2.1 Method. Client shall deliver the Reservation Fee by the following method (check applicable): Check Wire/ACH Credit/Debit Card

2.2 Timing. The Reservation Fee shall be paid in full within days of the date of this Agreement, unless otherwise agreed in writing.

3. TERM AND RESERVATION PERIOD

3.1 Reservation Period. The reservation shall commence on the date of Provider's receipt of the Reservation Fee and shall continue until: End Date: (Reservation Period), or earlier termination pursuant to this Agreement.

3.2 Exclusivity. During the Reservation Period Provider shall not negotiate with third parties for the transfer, sale, or provision of the reserved subject to the extent necessary to effectuate Client's exclusive reservation rights, provided Client is not in material default under this Agreement.

4. APPLICATION AND REFUND OF RESERVATION FEE

4.1 Application. If Client consummates the purchase or obtains the reserved right within the Reservation Period, the Reservation Fee shall be applied as a credit towards the total purchase price or agreed consideration, as set forth in the definitive agreement between the Parties.

4.2 Refund. Except as otherwise provided in this Agreement or required by applicable law, the Reservation Fee is non-refundable. Notwithstanding the foregoing, Provider shall refund the Reservation Fee if Provider materially breaches its obligations under this Agreement or fails to deliver the reserved subject as represented in Section 6.

5. OBLIGATIONS OF PROVIDER

Provider represents and warrants that at the time of receipt of the Reservation Fee Provider has the legal authority and capacity to grant the reservation set forth in this Agreement, and that Provider will (i) take commercially reasonable actions to maintain the reserved subject off the market during the Reservation Period; (ii) cooperate with Client in good faith to facilitate the transaction; and (iii) promptly notify Client in writing of any event or claim that would materially impair Provider's ability to perform.

6. OBLIGATIONS OF CLIENT

Client shall act in good faith and proceed diligently to finalize the transaction contemplated by the reservation. Client shall provide any required documentation, deposits, or approvals within the timeframes agreed in writing between the Parties. Failure by Client to meet required deadlines shall constitute a material breach and may result in termination of the reservation and forfeiture of the Reservation Fee.

7. DEFAULT; REMEDIES

7.1 Default by Client. If Client fails to timely pay the Reservation Fee or otherwise materially breaches this Agreement, Provider may terminate the reservation by written notice to Client, retain the Reservation Fee as liquidated damages to the extent permitted by law, and pursue any other remedies available at law or in equity.

7.2 Default by Provider. If Provider fails to perform its material obligations under this Agreement, Client may seek specific performance, return of the Reservation Fee, and any other remedies available at law or in equity. Recovery of damages shall be subject to the limitations set forth in this Agreement.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMER

Each Party represents and warrants that it has full power and authority to enter into this Agreement and that execution and performance will not violate any agreement or obligation to any third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising from that Party's breach of this Agreement, willful misconduct, or negligence.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

11. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State specified for governing law: , without regard to conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration or through the courts of competent jurisdiction in the foregoing state, as elected by the prevailing Party in accordance with applicable law.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the reservation described herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver. 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.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign this Agreement or its rights hereunder without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets related to the reserved subject.

14.2 Attorneys' Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

EXECUTION

The Parties have executed this Agreement as of the date first written above.

Sign Now