Title Services Contract

TITLE SERVICES CONTRACT

This Title Services Contract (the "Agreement") is entered into as of by and between:

Client Name:    Client Address:

Title Provider Name:    Provider Address:

RECITALS

WHEREAS, Client desires that Provider perform title services in connection with certain real property transactions identified by Client and Provider agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, Provider is duly experienced and qualified to perform title searches, prepare and deliver title commitments and related documents, coordinate closings, and assist in clearing title defects as required for the issuance of title insurance and the completion of real estate settlements; and

WHEREAS, the parties wish to set forth the scope, compensation, confidentiality and other terms governing the relationship between the parties with respect to such title services.

SCOPE OF WORK

Provider shall perform title searches, examine public records, prepare a title commitment or preliminary report, coordinate with lienholders and municipal authorities to attempt to clear encumbrances, prepare closing documents customarily required for settlement, attend or remotely facilitate closings as agreed, and take commercially reasonable steps to assist Client in obtaining issuance of title insurance policies when requested. Provider shall provide deliverables in accordance with the schedule set forth in this Agreement.

DELIVERABLES & TIMING

Estimated turnaround for initial title search and issuance of a title commitment: . Timeframes are estimates and may be extended for matters outside Provider's control, including governmental records delays or third-party responses.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices are payable within days of receipt. Provider shall submit invoices itemizing services and disbursements. Client is responsible for any third-party costs advanced by Provider.

Late payment: Unpaid amounts shall bear interest at from the due date until paid, together with all collection costs and reasonable attorneys' fees incurred by Provider.

TERM AND TERMINATION

This Agreement begins on the start date: and continues until the completion of the services or until the end date: , whichever occurs later, unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breach is not cured within the notice period specified above. Provider may suspend services immediately if Client fails to pay undisputed invoices when due. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public information and materials disclosed by the other party in connection with this Agreement ("Confidential Information"), shall use such information solely for purposes of performing obligations under this Agreement, and shall not disclose such information to any third party except (i) to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less restrictive than those herein, or (ii) as required by law. Confidential Information does not include information that is or becomes generally available to the public through no breach of this Agreement or that is independently developed by the receiving party.

INDEMNIFICATION AND LIABILITY

Client shall indemnify and hold Provider harmless from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's instructions, omissions, misrepresentations, or failure to disclose material facts relevant to the title work. Provider's liability for any claim arising under this Agreement shall be limited to direct damages and shall not exceed the fees actually paid by Client for the specific transaction giving rise to the claim. In no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or addenda executed by the parties, constitutes the entire agreement between Client and Provider 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.

MISCELLANEOUS

Relationship of parties: Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Provider shall maintain professional liability and other insurance as appropriate and shall, upon request, provide evidence of such insurance to Client.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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