RealtySouth Business Document

REALTYSOUTH BUSINESS AGREEMENT

This Business Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: with principal address and Client Name: with principal address .

Recitals

WHEREAS, Service Provider is engaged in the business of providing real estate advisory, management, and related commercial services and possesses professional expertise, personnel, and resources; and

WHEREAS, Client desires to obtain from Service Provider certain services in connection with the property, project, or business objective described as: ; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide such services.

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services will include, but are not limited to, the tasks, deliverables, milestones, and performance standards specified in this section and any attachments executed by the parties. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services as set forth in this section. Fees payable hereunder are exclusive of taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the schedule below and Client shall pay undisputed amounts within the applicable period following receipt of each invoice.

If Client fails to pay any undisputed invoice within the time set forth above, Service Provider may suspend performance of the Services after providing written notice and a reasonable opportunity to cure. Client shall also be responsible for costs of collection, including reasonable attorneys' fees, for overdue amounts.

3. Term and Termination

Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Termination for Convenience. Either party may terminate this Agreement for any or no reason upon written notice not less than days to the other party.

Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination. Upon termination, Service Provider shall deliver to Client any completed work and Client shall pay Service Provider for all Services performed through the effective date of termination, including any non-cancellable commitments incurred prior to termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") 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. Confidential Information includes, without limitation, business plans, financial information, trade secrets, client lists, contract terms, and proprietary processes.

Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information (but not less than reasonable care); (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration. The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in the selected jurisdiction for resolution of disputes.

6. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and cooperate in the defense.

7. Entire Agreement; Amendment

This Agreement, together with any attachments or exhibits executed by the parties, 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 written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

8. Miscellaneous

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 notice. Delivery may be made by personal delivery, certified mail, or commercial overnight courier.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the parties' intent.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar corporate transaction.

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