Real Estate Business Agreement

REAL ESTATE BUSINESS AGREEMENT

This Real Estate Business Agreement ("Agreement") is made effective as of by and between Client Name: of Address: and Service Provider Name: of Address: .

RECITALS

WHEREAS, Client engages in the business of acquiring, managing, leasing, and/or selling real property and desires to retain Service Provider to provide certain business development, brokerage, advisory and related services in connection with Client's real estate activities;

WHEREAS, Service Provider represents that it has the experience, personnel and qualifications to perform such services and is willing to provide such services to Client on the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, compensation and other terms governing their business relationship.

SCOPE OF WORK

Service Provider shall perform the services described below for Client (the "Services"). The Services shall include, at a minimum, the tasks, deliverables and performance standards set forth in the Scope of Work:

PAYMENT TERMS

As full and complete consideration for performance of the Services, Client shall pay Service Provider in accordance with the following terms.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches a material obligation and fails to cure such breach within the notice period specified above. Either party may terminate without cause upon giving the notice set forth above. Termination shall not relieve Client of the obligation to pay Service Provider for Services performed through the effective date of termination and any non-cancelable commitments incurred by Service Provider.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether oral, written or electronic, 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, including business plans, financial information, property lists, tenant and vendor data, pricing, marketing strategies, and transaction terms.

The Receiving Party shall (a) maintain the confidentiality of the Confidential Information with the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use the Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. The obligations in this section shall not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) the Receiving Party lawfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Confidential Information; or (iv) is required to be disclosed by law or legal process, provided the Receiving Party gives prior written notice to the Disclosing Party and cooperates to seek a protective order or other appropriate remedy.

All Confidential Information shall be returned or destroyed upon termination or expiration of this Agreement, except to the extent a party must retain records to comply with legal or regulatory obligations; retained Confidential Information shall remain subject to the confidentiality obligations herein. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years.

INSURANCE AND INDEMNIFICATION

During the Term, Service Provider shall maintain at its expense general liability and professional liability insurance in commercially reasonable amounts and shall provide certificates of insurance upon Client's request. Service Provider agrees to indemnify, defend and hold Client harmless from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence or willful misconduct, except to the extent such losses are the result of Client's gross negligence or intentional misconduct.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship.

Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a sale of substantially all of its assets.

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 by written notice.

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