Real Estate NSA Agreement

REAL ESTATE NON-SOLICITATION AGREEMENT

This Real Estate Non-Solicitation Agreement (the Agreement) is entered into as of , (Effective Date), by and between Company Name: , with principal place of business at (Company), and Recipient Name: , with principal place of business at (Recipient). The Company and Recipient are each a Party and together the Parties.

RECITALS

WHEREAS, Company operates as a real estate brokerage and invests substantial resources in developing relationships with property owners, tenants, buyers, sellers, brokers, lenders, and property managers (collectively, Protected Contacts); and

WHEREAS, Recipient is or will be engaged by Company in a capacity that provides Recipient with access to confidential client lists, transaction information and direct interaction with Protected Contacts; and

WHEREAS, Company desires to protect its legitimate business interests by restricting solicitation and interference with its Protected Contacts during and after Recipient’s engagement with Company, and Recipient agrees to such restrictions in consideration of the commitments and compensation set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth in this Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement:

a) "Protected Contacts" means any individual, entity, owner, tenant, buyer, seller, broker, lender, investor, property manager, or other person with whom Company has had business dealings, negotiations, or substantive contact during the twelve (12) months preceding the Effective Date and any contacts identified in writing by Company during Recipient’s engagement.

b) "Solicit" or "Solicitation" means any direct or indirect attempt to induce a Protected Contact to (i) engage in the acquisition, sale or leasing of any real property with Recipient or a third party other than Company, (ii) terminate or modify an existing business relationship with Company, or (iii) transfer or redirect opportunities away from Company.

2. NON-SOLICITATION OBLIGATIONS

During the Term (as defined in Section 5) and for the Restricted Period thereafter, Recipient shall not, directly or indirectly, on Recipient’s own behalf or on behalf of any third party, solicit, contact, or attempt to solicit or contact any Protected Contact for the purpose of providing, offering or procuring real estate brokerage, property management, investment, or other services that are competitive with the Company’s business as conducted during the Term.

Recipient acknowledges that the foregoing restriction is reasonable as to scope, geography and duration given the nature of the relationship and the confidential and fiduciary information to which Recipient will have access.

3. NON-INTERFERENCE

Recipient shall not, directly or indirectly, interfere with the relationship between Company and any employee, contractor, agent, licensee or independent broker of Company by inducing or attempting to induce such person to terminate or breach his or her relationship with Company.

4. CONFIDENTIALITY

Recipient shall maintain in strict confidence all non-public information provided by Company, including but not limited to client lists, contact information, pricing, transaction terms, marketing strategies and underwriting data (Confidential Information). Recipient shall not use Confidential Information for any purpose other than performing Recipient’s duties for Company and shall not disclose Confidential Information to any third party without prior written consent of Company.

5. TERM; RESTRICTED PERIOD; CONSIDERATION

The term of this Agreement shall commence on the Effective Date and continue until the earlier of termination of Recipient’s engagement with Company or months thereafter (the Term). The restrictions set forth in Sections 2 and 3 shall survive termination of the Term for a period of months (Restricted Period).

In consideration for Recipient’s covenants under this Agreement, Company agrees to provide Recipient with the following consideration which Recipient acknowledges as adequate and sufficient: . If monetary payment is applicable, amount: .

6. EXCEPTIONS; PERMITTED CONTACTS

The restrictions in this Agreement shall not apply to: (a) contacts with persons or entities with whom Recipient had an established, documented business relationship prior to the Effective Date (but only to those specific contacts); (b) generalized advertising or marketing not specifically targeted at Protected Contacts; or (c) contacts approved in writing by Company prior to solicitation. Recipient shall provide Company with a written list of any prior clients or contacts claimed as exceptions within thirty (30) days of the Effective Date.

7. REMEDIES

Recipient acknowledges that any breach of Sections 2, 3 or 4 would cause immediate and irreparable harm to Company for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Company shall be entitled to seek injunctive relief, specific performance, and recovery of its costs and attorneys' fees incurred in enforcing this Agreement.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that this Agreement constitutes a legal, valid and binding obligation enforceable against such Party in accordance with its terms, and that the execution and performance of this Agreement will not violate any other agreement to which such Party is a party.

9. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as a Party designates by notice to the other Party in accordance with this Section. Notices shall be effective upon receipt.

10. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state where Company’s principal place of business is located, without regard to choice of law principles. Any action arising out of or related to this Agreement shall be brought in the state or federal courts located in the county of Company’s principal place of business, and the Parties submit to the exclusive jurisdiction and venue of such courts.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties’ original intent.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

14. MISCELLANEOUS

The Parties acknowledge that the restrictions contained in this Agreement are reasonable and necessary to protect Company’s legitimate business interests. If Company determines that Recipient has breached this Agreement, Company may, at its election, terminate Recipient’s engagement and pursue all available remedies.

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