Real Estate Safe Harbor Agreement

REAL ESTATE SAFE HARBOR AGREEMENT

Parties and Recitals

This Real Estate Safe Harbor Agreement (the "Agreement") is entered into as of between Property Owner / Seller: and Recipient / Buyer: .

Property Identification

Consideration and Financial Terms

In consideration for the protections described in this Agreement, Recipient shall pay Owner a Safe Harbor Consideration in the total amount of and shall deposit earnest money or escrow in the amount of with the escrow holder identified below. Closing is scheduled to occur on or before .

Scope of Safe Harbor; Definitions

For purposes of this Agreement, "Safe Harbor" means a contractual allocation of responsibility and, where applicable, an agreement by Owner to cause recordable instruments and notices to be recorded that limit third-party claims arising from specified environmental conditions existing on the Property as of the Effective Date and subject to the conditions set forth herein. "Contamination" means any release, discharge, disposal or threatened release of hazardous substances, as defined under applicable law, whether arising from historical operations, third-party sources, or other causes.

Conditions Precedent; Inspection and Review

Recipient shall have an inspection period of days from execution of this Agreement to perform environmental and physical inspections. If Recipient notifies Owner in writing of any material objection within the inspection period and such objection is not resolved within days, Recipient may terminate this Agreement and escrow funds shall be disbursed in accordance with escrow instructions.

Disclosures

The Owner discloses the following conditions as known or observed as of the Effective Date:

Indemnity; Release; Limitation

Owner covenants that, upon Recipient's satisfaction of the Conditions set forth in this Agreement, Owner shall record and deliver any instruments necessary to establish the agreed Safe Harbor protections. Owner agrees to indemnify, defend and hold harmless Recipient from third-party claims arising from conditions described in the recorded instruments, subject to the limitations, exclusions and conditions set forth below and provided Recipient: (a) provides Owner prompt written notice of any claim, (b) allows Owner reasonable opportunity to control defense and settlement, and (c) complies with Owner's reasonable instructions for mitigation.

Notwithstanding the foregoing, Owner's indemnity obligations shall not apply to claims arising from Recipient's gross negligence, intentional misconduct, or failure to comply with monitoring or maintenance obligations expressly required by the recorded instruments. Recipient's remedies for Owner's breach shall be limited to specific performance, contribution to remediation costs, and monetary damages, subject to any caps agreed in writing below.

Notice; Cure; Default

All notices under this Agreement shall be in writing and delivered to the addresses provided below. A party claiming default must provide written notice specifying the nature of the default and allow the other party a cure period of days to cure. If not cured within that period, the non-defaulting party may pursue available remedies at law or equity.

Recordation; Survival; Miscellaneous

Owner shall cause any instruments required to implement the Safe Harbor protections to be recorded in the appropriate land records at or prior to Closing. The covenants, indemnities and obligations set forth in this Agreement that are expressly intended to survive Closing shall so survive and be enforceable by the parties and their successors and assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, successors and permitted assigns.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to conflict-of-law principles. The parties agree that any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts in that state.

Entire Agreement; Amendments: This Agreement constitutes the entire agreement between the parties concerning the Safe Harbor protections and supersedes all prior negotiations, representations and agreements. No amendment shall be effective unless in writing and signed by both parties.

Default Remedies and Dispute Resolution

Upon an uncured default, the non-defaulting party may seek specific performance, injunctive relief, damages or other remedies available at law or equity. Prior to filing an action, the parties shall meet and confer in good faith to attempt to resolve disputes. If litigation is required, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Acknowledgments

Each party acknowledges that it has read this Agreement, has been afforded the opportunity to obtain independent legal advice, and that it understands the rights and obligations established herein.

Execution

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. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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