Sale Authority Agreement

Sale Authority Agreement

This Sale Authority Agreement ("Agreement") is entered into as of Effective Date: by and between Principal Name: with Principal Address: ("Principal") and Agent Name: with Agent Address: ("Agent"). Principal and Agent are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Principal is the legal owner of certain assets described below and desires to engage Agent to market and procure a purchaser for the sale of such assets under the terms set forth herein; and

WHEREAS, Agent represents that it has the experience, facilities and personnel necessary to market, solicit offers, negotiate and effect a sale of the assets on behalf of Principal; and

WHEREAS, Principal desires to grant Agent limited authority to negotiate and conclude sale transactions subject to the terms, approvals and pricing parameters set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Property" means the assets identified in Section 2 below. "Net Proceeds" means the gross sale proceeds less customary closing adjustments and agreed transaction costs. "Closing" means the date on which title or ownership is transferred to the purchaser for consideration.

2. Property; Scope of Authority

Principal grants to Agent the authority to market, solicit offers, negotiate terms, and, subject to Principal's prior written approval when required by this Agreement, to accept offers for the sale of the Property. This grant includes authority to:

(a) advertise and promote the Property; (b) contact prospective purchasers and intermediaries; and (c) prepare and present written offers for Principal's consideration. Agent shall not execute any binding agreement for sale of the Property without Principal's express written approval, except where this Agreement expressly authorizes Agent to accept offers at or above the Minimum Acceptable Price set forth below.

Check to grant Agent exclusive authority to sell the Property during the Term. If not checked, authority is non-exclusive and Principal may engage other agents or sell independently.

3. Pricing; Minimum Acceptable Terms

Agent shall not accept any offer that would result in Gross Sale Proceeds below the Minimum Acceptable Price without Principal's prior written approval. All offers meeting or exceeding the Listing Price may be accepted by Agent if the Exclusive Authority box is checked and otherwise in accordance with Section 2.

4. Commission; Expenses; Payment

Unless otherwise agreed in writing, Agent's commission shall be calculated on the Net Proceeds and shall be due and payable at Closing from sale proceeds. Principal authorizes payment of commission and agreed transaction costs from the closing disbursements. Agent shall provide Principal an itemized statement of commissions and reimbursable expenses prior to disbursement.

5. Duties and Covenants of Agent

Agent shall: (a) use commercially reasonable efforts to market the Property in a manner consistent with industry practice; (b) timely present all offers to Principal; (c) keep accurate records of marketing activities and offers and make such records available to Principal upon reasonable request; and (d) comply with all applicable laws, rules and ethical obligations in performing services under this Agreement.

6. Duties and Representations of Principal

Principal covenants to: (a) provide truthful information and documentation regarding the Property and its legal authority to sell the Property; (b) cooperate with Agent in facilitation of inspections, due diligence and Closing; and (c) promptly notify Agent of any material change affecting the Property or Principal's authority to convey title.

7. Confidentiality

Each Party will keep confidential all non-public information disclosed by the other Party in connection with this Agreement, shall use such information solely to perform its obligations under this Agreement, and shall not disclose such information to third parties except to its advisors, potential purchasers, or as required by law. Confidentiality obligations shall survive termination of this Agreement for a period of two (2) years.

8. Indemnification

Each Party ("Indemnifying Party") shall indemnify, defend and hold harmless the other Party ("Indemnified Party") from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, willful misconduct or gross negligence. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and permit the Indemnifying Party to assume the defense.

9. Insurance; Liability

Agent shall maintain at its expense customary commercial liability insurance in amounts reasonable for similarly situated agents. Neither Party shall be liable to the other for incidental or consequential damages except for liability arising from willful misconduct or gross negligence.

10. Term; Termination

This Agreement shall commence on the Effective Date and continue for a term of unless earlier terminated as provided herein. Either Party may terminate this Agreement without cause upon days' prior written notice; termination shall not relieve Principal of obligations to pay commissions on sales consummated pursuant to offers presented prior to termination.

11. Notices

All notices required or permitted under this Agreement must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the address of the receiving Party set forth below or to such other address as such Party may designate by written notice.

12. Amendments; Waiver

No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree that exclusive venue for any dispute shall be in the state or federal courts located in the county where Principal's notice address is located.

14. Entire Agreement; Severability

This Agreement, together with any exhibits or written attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, such holding shall not affect the remaining provisions, which shall remain in full force and effect.

15. Counterparts; Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

16. Miscellaneous

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Agent may assign to a successor in interest in connection with a merger or sale of substantially all of its business. Nothing in this Agreement is intended to confer a third-party beneficiary right upon any person not a Party hereto.

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