Property Holdings Agreement

PROPERTY HOLDINGS AGREEMENT

Parties

Recitals

WHEREAS, Holder represents that it is the lawful owner of the real property and interests described as: ; and

WHEREAS, Holder desires to engage Manager to hold, manage, maintain, lease and otherwise administer the Property (as defined below) on the terms and conditions set forth in this Agreement; and

WHEREAS, Manager represents that it has the experience, capacity and authority to perform the services described in this Agreement and agrees to do so for compensation in accordance with the Payment Terms below.

Definitions

Property means the real property and all improvements, fixtures, and interests described in the Recitals and any additional parcels listed in writing and attached to this Agreement. Effective Date means the date this Agreement is executed by the last signing party:

Scope of Work

Manager shall perform the following services with respect to the Property. Manager shall exercise reasonable care, industry standard practices and comply with all applicable laws and regulations:

Payment Terms

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at per month, or the maximum rate permitted by law, plus a late fee of .

Term and Termination

Term: This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement without cause by delivering written notice at least days prior to the intended termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Upon termination, Manager shall deliver to Holder all records, keys, tenant files and funds held in trust, subject to payment of amounts due to Manager under this Agreement.

Confidentiality

Each party shall maintain the confidentiality of non-public business information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; or (c) is independently developed without use of Confidential Information. The receiving party shall only use Confidential Information for the performance of this Agreement and shall limit disclosure to employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Representations; Indemnification

Each party represents that it has full power and authority to enter into this Agreement and that performance will not violate any agreement or law. Manager agrees to indemnify, defend and hold Holder harmless from liabilities, losses, claims and expenses arising out of Manager's gross negligence or willful misconduct in performing its duties under this Agreement. Holder agrees to indemnify Manager for liabilities arising from Holder's breach of title, misrepresentations about the Property, or Holder's failure to perform obligations set forth herein.

Assignment and Subcontracting

Neither party may assign this Agreement or delegate its duties without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Manager may subcontract services to qualified vendors so long as Manager remains responsible for the performance of such subcontractors.

Governing Law

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

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve the dispute within 30 days, the dispute shall be submitted to binding arbitration before a single arbitrator in the county of the Governing Law state, pursuant to the rules of a recognized arbitration forum, and judgment upon the award may be entered in any court having jurisdiction.

Entire Agreement; Amendments

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

Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth above or to such other address as a party may specify by notice to the other 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 are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship except to the extent expressly set forth herein.

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