Title Company Correspondence Letter

TITLE COMPANY CORRESPONDENCE LETTER

Date:

To:

Title Company Address:

From:

Sender Address:

WHEREAS

WHEREAS, Sender Name: is party to a proposed closing relating to the real property described as Property Address: (the "Property");

WHEREAS, Title Company Name: has been engaged to prepare title work, coordinate escrow, and issue title insurance policies in connection with the transaction identified by File/Reference No.: ; and

WHEREAS, the parties desire to set forth the requested services, deliverables, payment terms and operational procedures to facilitate timely closing and issuance of title insurance consistent with the parties' instructions and applicable law.

SCOPE OF WORK

Closing date requested: . Escrow instructions to be delivered to Title Company contact: .

DELIVERABLES

Please provide the following items (check all that apply):

Title Commitment / Preliminary Report

Owner's and Lender's Title Policies

Required Endorsements (specify in Scope of Work)

Closing Protection Letter

Other deliverables or instructions:

PAYMENT TERMS

Total fee for services: $. Unless otherwise agreed in writing, the amounts due cover title search, commitment preparation, escrow processing and policy issuance.

Payment schedule: . Invoices are payable within days of invoice date.

Late fee: If payment is not received within the agreed payment period, a late fee of per month (or the maximum permitted by law) shall accrue on outstanding balances.

TERM AND TERMINATION

Term commencement date: . Expected term end date or final action date: .

Either party may terminate this engagement for convenience upon days' prior written notice. Termination for cause may be immediate where a material breach is not cured within a commercially reasonable period following written notice; upon termination Title Company shall provide a pro rata accounting and refund for unearned fees, if any, subject to outstanding obligations and third-party costs.

CONFIDENTIALITY

Title Company shall keep confidential and shall not disclose any non-public information or documents provided by Sender in connection with this engagement, except as required by law, court order or to the extent necessary to perform the obligations described in this letter. Title Company may disclose confidential information to its employees and authorized agents on a need-to-know basis provided that such parties are bound by confidentiality obligations no less protective than those set forth herein.

Notwithstanding the foregoing, Title Company may disclose information reasonably necessary to obtain payoffs, endorsements, surveys or other third-party deliverables required to close the transaction, provided that Title Company exercises reasonable care in dealing with such third parties and seeks to limit further disclosure.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Sender represents and warrants that it has full authority to provide the instructions contained in this letter and to bind the transaction parties. Sender agrees to indemnify and hold Title Company harmless from and against any liability, loss or expense (including reasonable attorney fees) arising from Sender's instructions, misrepresentations, failure to disclose material facts, or refusal to authorize reasonable curative measures, except to the extent caused by Title Company's gross negligence or willful misconduct.

GOVERNING LAW

This correspondence letter and any dispute arising out of or relating to the services described herein shall be governed by and construed in accordance with the laws of the state where the Property is located. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of any disputes.

ENTIRE AGREEMENT

This letter, together with any attached exhibits or separate written fee agreements signed by the parties, constitutes the entire agreement between Sender and Title Company with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Any modification or waiver must be in writing and signed by both parties.

ACKNOWLEDGMENT AND ACCEPTANCE

By signing below, Title Company acknowledges receipt of this correspondence, accepts the terms set forth herein, and agrees to proceed in accordance with the instructions and schedules provided. Any deviations from these instructions must be communicated in writing and agreed to by Sender prior to taking such actions.

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