Real Estate Registry Agreement

REAL ESTATE REGISTRY AGREEMENT

This Real Estate Registry Agreement ("Agreement") is entered into as of by and between Registry Operator: , with principal place of business at and Owner: , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Owner is the lawful owner or authorized agent of certain real property described as:

WHEREAS, Registry Operator maintains and operates a registry system for recording, indexing, and providing access to title, lien, encumbrance, and other specified data relating to real property (the "Registry Services"); and

WHEREAS, Owner desires to register the Property in the Registry and to procure Registry Services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties agree as follows:

1. DEFINITIONS

1.1 "Property" means the real property identified by Owner in Section 2 and as further described in the attached legal description. "Registry" means the electronic and/or physical system operated by Registry Operator for recording and maintaining records concerning the Property. Terms defined elsewhere in this Agreement have the meanings ascribed to them in the sections in which they appear.

2. PROPERTY AND REGISTRATION

2.1 Owner hereby submits the Property for registration with the Registry. Property common address:

2.2 Registry Identifier to be assigned: . Registry Operator will issue the Registry Identifier upon acceptance and completion of the registration process.

3. SCOPE OF REGISTRY SERVICES

3.1 Registry Operator agrees to: (a) receive, index, and store documentation submitted by Owner; (b) provide searchable records and certified copies of registered items upon request; and (c) implement reasonable security measures to protect registered data against unauthorized access, loss, or corruption.

3.2 Excluded Services: Registry Operator is not a title insurer and does not provide title insurance, legal advice, or determine title. Owner is solely responsible for the accuracy of submissions and for arranging any title review or insurance.

4. OWNER OBLIGATIONS

4.1 Owner warrants that it has authority to submit and register the items provided and that all information and documents submitted to Registry Operator are true, complete, and not misleading. Owner will promptly correct any submitted information determined to be inaccurate.

4.2 Owner shall comply with Registry Operator's submission procedures, file formats, and any reasonable technical requirements. Owner shall pay all Fees as provided in Section 6.

5. REGISTRY OPERATOR OBLIGATIONS

5.1 Registry Operator shall use commercially reasonable efforts to maintain availability of the Registry and to create and preserve accurate records of all accepted submissions. Registry Operator shall implement administrative, physical, and technical safeguards appropriate to the nature of the information.

5.2 Registry Operator may refuse to accept any submission that does not conform to required standards or that, in Registry Operator's reasonable judgment, contains false or unlawful information; Registry Operator will provide written notice of rejection and the reason therefor.

6. FEES AND PAYMENT

6.1 Owner shall pay Registry Operator the fees set forth for registration and ongoing maintenance. Initial registration fee: (USD).

6.2 Payment Terms:

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues for an initial term of months, unless earlier terminated pursuant to this Agreement.

7.2 Termination. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after written notice. Owner may terminate upon days' prior written notice subject to any outstanding obligations.

8. CONFIDENTIALITY

8.1 Each Party shall treat as confidential and shall not disclose to third parties any non-public information received from the other Party in connection with this Agreement except as required by law, regulation, or by a governmental or judicial authority, or as necessary to perform the Parties' obligations hereunder. Each Party will take reasonable measures to protect confidential information.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any law or contractual obligation of such Party.

9.2 Owner represents that all documents and information submitted for registration are accurate and that Owner will promptly notify Registry Operator in writing of any change affecting the accuracy of such materials.

10. INDEMNIFICATION

10.1 Owner shall indemnify, defend and hold harmless Registry Operator and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Owner's breach of this Agreement, fraudulent or negligent submissions, or Owner's failure to have lawful authority to register the submitted items.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY OWNER TO REGISTRY OPERATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. NOTICES

All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and delivered to the Parties at their respective addresses set forth below or at such other address as a Party may designate by notice to the other Party in accordance with this Section.

13. AMENDMENTS AND WAIVER

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing signed by the waiving Party, and no waiver shall constitute a waiver of any other or subsequent breach.

14. COUNTERPARTS

14.1 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic image or facsimile shall be binding.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 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 laws principles.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

15.3 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.

16. MISCELLANEOUS

16.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Registry Operator may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

16.2 Relationship of Parties. The Parties are independent contractors. Nothing contained in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship between the Parties.

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