Manager Service Listing

MANAGER SERVICE LISTING

Parties

Recitals

WHEREAS, Client desires to retain Manager to provide certain management and administrative services described in this Manager Service Listing (the "Services");

WHEREAS, Manager represents that it has the experience, personnel and resources required to perform the Services in a professional manner and in accordance with industry standards; and

WHEREAS, the parties agree that the engagement will commence on the Effective Date set forth below and be governed by the terms and conditions of this Manager Service Listing. Effective Date:

Scope of Work

Manager shall perform the Services described below. The Services shall include, at minimum, the tasks listed and any additional tasks agreed in writing by the parties. Manager shall perform all Services in a commercially reasonable manner consistent with applicable professional standards.

Property management and tenant relations
Maintenance coordination and vendor supervision
Financial reporting, invoicing and collections
Marketing and leasing services
Other (specify below)

Payment Terms

Client shall pay Manager the fees and expenses set forth below in consideration for the Services. All fees are exclusive of taxes, which shall be paid by Client where applicable.

Late payment shall accrue interest and fees as set out below. Invoices not paid within the required payment period shall be subject to the following late fee:

Flat late fee of $ per late invoice
Or percentage late fee of % per month on outstanding balance

Term and Termination

This Listing shall commence on the Start Date and continue until the End Date, unless earlier terminated pursuant to the terms below.

Start Date:     End Date:

Either party may terminate this Listing for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination shall not relieve Client of obligation to pay for Services performed through the effective date of termination or for any non-cancellable obligations incurred by Manager on Client's behalf.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Manager shall: (a) use Confidential Information solely to perform the Services; (b) restrict disclosure to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from that party's breach of this Listing, gross negligence or willful misconduct. Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, special or punitive damages.

Governing Law

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

Entire Agreement; Amendment

This Listing, together with any exhibits or attachments expressly incorporated in writing, 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. No amendment shall be effective unless in writing and signed by both parties.

Representations; Authority

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Listing and that the individual executing this Listing on its behalf is duly authorized to do so.

The parties have executed this Manager Service Listing as of the dates set forth by their respective signatures below.

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