Rate Hold Agreement

Rate Hold Agreement

This Rate Hold Agreement ("Agreement") is entered into by and between Rate Provider: with address: and Client: with address: .

Effective Date:

WHEREAS

WHEREAS, Provider is engaged in the business of offering and securing interest rate terms for loans and agrees to reserve a specified interest rate for Client for a temporary period under the terms set forth below; and

WHEREAS, Client desires Provider to place a hold on a specific interest rate in connection with Client's contemplated financing for the property or transaction identified below, subject to the fees and conditions of this Agreement.

WHEREAS, the parties intend this Agreement to set forth the exclusive terms governing the rate hold and related obligations between them.

TRANSACTION DETAILS

Property or Transaction Description:

Target Loan Amount: $   Rate to be Held:

SCOPE OF WORK

Provider shall reserve the specified interest rate and hold that rate for Client for the hold period described below. Provider's obligations include documentation of the rate hold, communication of any material change affecting the rate, and coordination with Client's lender or broker solely to the extent necessary to effectuate the hold. Provider does not guarantee loan approval or terms other than the rate specified herein.

RATE HOLD PERIOD

Hold Start Date:   Hold End Date: .

The rate hold is effective only for the period between the Hold Start Date and Hold End Date. If Client fails to close the financing within the hold period, the rate shall expire unless otherwise extended in writing and signed by Provider. Any extension is subject to Provider's discretion and may require additional fees.

PAYMENT TERMS

Client shall pay Provider a non-refundable rate hold fee in consideration for the reservation of the rate as follows:

Any payment not received by Provider within days of the due date shall incur a late fee equal to of the overdue amount or a flat fee of $, whichever is greater. Late fees accrue daily until paid.

All fees are non-refundable except as expressly provided in this Agreement. Payment shall be made in U.S. dollars to Provider by the method specified by Provider. Client remains responsible for timely payment regardless of funding delays beyond Provider's control.

TERM AND TERMINATION

Term Start Date:   Term End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Termination by Provider for Client's breach, nonpayment, or material misrepresentation will be effective immediately upon written notice. Termination shall not relieve Client of obligations that accrued prior to termination, including payment of earned fees.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information disclosed by the other party in connection with this Agreement, including but not limited to financial terms, borrower information, and business processes ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly known through no fault of the receiving party or that is rightfully received from a third party without restriction. The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose such information to third parties except to professional advisors and lenders on a need-to-know basis and subject to confidentiality obligations no less protective than those herein.

LIMITATION OF LIABILITY; INDEMNIFICATION

Provider's liability for any claim arising under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client under this Agreement. In no event shall Provider be liable for incidental, consequential, punitive, or special damages, including lost profit or lost opportunity. Client agrees to indemnify and hold Provider harmless from and against claims arising out of Client's misrepresentations, failure to provide requested documentation, or breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive venue for any dispute shall be the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth above or such other address as a party may designate in writing. Notice is effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties acknowledge that they have had the opportunity to seek independent legal counsel and that the terms of this Agreement are the result of negotiation between parties of equal bargaining power.

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