Multi-Offer Document

MULTI-OFFER AGREEMENT

This Multi-Offer Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Agent Name: .

RECITALS

WHEREAS, Client seeks to procure goods or services and desires that Agent solicit and present multiple independent offers on Client's behalf for specified opportunities; and

WHEREAS, Agent is willing and authorized to prepare, present and negotiate multiple competing offers for the Client subject to the terms and limitations set forth herein; and

WHEREAS, the parties desire to set forth the scope, financial limits, timing and controls under which multiple offers may be submitted and accepted.

SCOPE OF WORK

Agent shall prepare, submit and manage Multiple Offers as authorized by this Agreement. The precise scope of services to be provided by Agent includes drafting offer documents, coordinating with counterparties, delivering offers to designated recipients, and communicating offer status to Client.

MULTI-OFFER AUTHORIZATION

Client expressly authorizes Agent to submit up to separate offers on Client's behalf for each opportunity identified in writing to the Agent. Agent shall not exceed a cumulative exposure limit without prior written consent of Client in accordance with the limits set below.

OFFER DETAIL(S)

Offer 1

Amount:   Expiry (MM/DD/YYYY):

Offer 2

Amount:   Expiry (MM/DD/YYYY):

Offer 3 (optional)

Amount:   Expiry (MM/DD/YYYY):

PAYMENT TERMS

Client agrees to compensate Agent in accordance with the schedule below. All amounts are exclusive of taxes unless otherwise stated.

If any payment is not received within days after its due date, Client will pay a late fee of % of the overdue amount, calculated monthly.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Termination shall not relieve Client of payment obligations for services rendered prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to hold Confidential Information in strict confidence and to use it only for the purposes of performing this Agreement. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party.

The obligations set forth in this section shall continue for a period of years following termination or expiration of this Agreement.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has full power and authority to enter into and perform under this Agreement. Client shall indemnify and hold Agent harmless from any third-party claims arising from Client-provided information that is inaccurate or incomplete, except to the extent caused by Agent's gross negligence or willful misconduct.

NOTICES

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all attachments and written authorizations referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be an insufficient remedy for breach of the confidentiality provisions and that injunctive relief may be appropriate.

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