Title Document Template

TITLE DOCUMENT TEMPLATE

This Title Services Agreement (the "Agreement") is entered into on between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires professional services related to preparation, examination, and delivery of title-related documents and associated closing deliverables for certain real property or other titled assets; and

WHEREAS, Service Provider is engaged in the business of preparing, reviewing, clearing, and delivering title documents and possesses the skill, personnel, and resources necessary to perform such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective duties, compensation, and the terms under which title services will be provided.

PARTIES AND NOTICE ADDRESSES

SCOPE OF WORK

Service Provider will perform the title services described below. Services shall include preparation, review, clearance of title exceptions, drafting of title affidavits, coordination with escrow or closing agents, delivery of final title documentation, and related tasks as requested by Client and accepted by Service Provider. Services shall be performed in accordance with applicable industry standards and any express instructions provided in writing by Client.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the Services. All payments are due in United States Dollars unless otherwise agreed in writing.

If Client fails to pay undisputed amounts when due, Service Provider may suspend performance after providing written notice and a minimum of days to cure. Client shall remain responsible for all fees and costs incurred through the date of suspension or termination.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and, unless earlier terminated in accordance with this Section, continues until the End Date set forth below or until completion of the Services, whichever occurs later.

Either party may terminate this Agreement for cause if the other party materially breaches and fails to cure such breach within days after written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination and shall return or destroy Confidential Information as required by this Agreement.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other in connection with the Services, including without limitation title searches, lien information, escrow instructions, client identity, pricing, and any written, electronic or oral information identified as confidential. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to permit a protective order or other remedy.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Breach of this Section will cause irreparable harm for which monetary damages may be inadequate; the disclosing party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

LIMITED WARRANTIES AND LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with prevailing industry practices. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any attachments or written statements of work signed 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 oral or written. No modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or to a successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid, the remainder will continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership or agency relationship.

Sign Now