Property Suburb Template

PROPERTY SUBURB TEMPLATE

This General Business Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client owns or controls real property and related interests commonly described as located within the suburb of and desires specialized business services to analyze, document, and prepare materials related to such property;

WHEREAS, Service Provider represents that it has the expertise, personnel and resources to perform the Scope of Work described below and will perform such services pursuant to the terms of this Agreement.

SCOPE OF WORK

The Service Provider shall perform the following services with respect to the property locations within the identified suburb and ancillary tasks reasonably related thereto. Specific property addresses to be included are listed below; additional properties may be added by written amendment.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements described below in consideration for the performance of the Scope of Work:

Late payments shall accrue interest at the rate of per month on overdue balances, compounded monthly, plus any collection costs reasonably incurred by Service Provider.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, calculated pro rata for work in progress and subject to any mutually agreed deliverable acceptance procedures.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means proprietary or non-public information disclosed by one party to the other, whether oral, written, electronic or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, financial data, business plans, client lists, technical data, designs, marketing information, and pricing.

Receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. If required by law or court order to disclose Confidential Information, the receiving party shall provide prompt written notice and cooperate with the disclosing party to seek protective relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the selected state for resolution of any disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral.

Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Assignment: Neither party shall assign this Agreement or its rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Limitation of Liability: Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality obligations, neither party shall be liable for incidental, consequential, special, punitive, or indirect damages arising out of or relating to this Agreement, regardless of the theory of liability.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given when delivered in person, sent by certified mail, return receipt requested, or by a nationally recognized overnight courier.

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