(Sale of Property - Variable Commission) THIS AGREEMENT made as of [Date (ie. January 31, 2002] B E T W E E N: [NAME OF PROPERTY OWNER], of [Address of Property Owner] (the "Owner") - and [NAME OF AGENT], of [Address of Agent] (the "Agent") WHEREAS: (A) (B) (C) The Owner is the beneficial owner of the Property (as described below), which it wishes to sell in accordance with the Conditions of Sale (as described below); The Agent is a duly qualified and licensed real estate agent in the State of [State of Qualification of Broker (ie. California)]; and The Owner wishes to retain the Agent to sell the Property in accordance with the provisions of this Agreement;
NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1 - INTERPRETATION 1.1 Definitions Unless the context otherwise requires the words, phrases and expressions used herein or in any amendment hereto or in any document contemplated hereby shall have the meanings ascribed thereto herein, namely: (a) (b) "Agreement" means this agreement; "Conditions of Sale" mean the price, terms and conditions on which the Owner is prepared to sell the Property set forth in Schedule "B" hereto;
-2(c) "Property" means the lands, buildings, fixtures, improvements, appurtenances and other real and/or personal property more particularly described in Schedule "A" hereto; "Term" means the period commencing on [Date of Commencement of Term of Agreement (ie. February 1, 2002)] and ending on [Date of Expiry of Term of Agreement (ie. July 31, 2003)].
Extended Meanings The words "hereof", "herein", "hereunder" and similar expressions used in any part of the Agreement relate to the entire Agreement and not to the particular Article or section unless the context otherwise requires.
Other Expressions Unless the context otherwise requires all other words, phrases or expressions used herein shall have the meaning assigned thereto in the text of the Agreement and if no such meaning is assigned then such words, phrases or expressions shall have the meaning given thereto in ordinary parlance.
Number and Gender All words used herein in the singular include the plural, all words in the plural include the singular and all words importing the masculine gender include the feminine and neuter genders where the context so requires.
Currency All monetary amounts referred to herein are to be paid in lawful money of the United States of America.
Schedules All of the schedules annexed hereto are incorporated herein by reference and are deemed to be part of the Agreement, namely: Schedule "A" - Property; Schedule "B" - Conditions of Sale ARTICLE 2 - ENGAGEMENT OF AGENT
Appointment The Owner hereby appoints the Agent as its sole and exclusive agent to sell the Property during the Term in accordance with the Conditions of Sale.
-32.2 Compensation The Owner shall pay to the Agent as compensation for its services a commission equal to [Percentage of Purchase Price Payable as Commission to Agent (ie. six percent (6.0%))] the sum of [Amount of Commission (ie. $10,000.00)], which shall be payable contemporaneously with and conditional upon the completion of the sale of the Property. 2.3 Delegation The Agent shall be permitted to engage or appoint sub-agents from time to time, provided that such delegation shall not permit the Agent to derogate from its obligations hereunder and the Agent shall be responsible for such sub-agents to the same extent as if they were employees of the Agent. ARTICLE 3 - AGENT'S OBLIGATIONS 3.1 Due Diligence The Agent shall diligently and faithfully endeavor to market the Property for the Owner during the Term and shall devote such time and effort thereto as is reasonably necessary to initiate and conduct negotiations for the sale of the Property to prospective purchasers. 3.2 Conditions of Sale The Agent shall offer the Property for sale in accordance with the Conditions of Sale and shall not vary any such conditions without the prior consent in writing of the Owner. 3.3 Expenses The Agent shall pay and discharge all of its expenses in connection with the sale of the Property and shall not assert any claim therefor against the Owner whose sole obligation shall be to pay compensation in accordance with section 2.2. ARTICLE 4 - OWNER'S OBLIGATIONS 4.1 Due Diligence The Owner shall at all times during the Term cooperate with the Agent by supplying it with such information, documents, reports, records and things in connection with the Property as it may reasonably require and to be available to meet with the Agent and persons introduced by it at all reasonable times. 4.2 Payment of Compensation The Owner shall pay the compensation to which the Agent shall become entitled in accordance with section 2.2 hereof by certified cheque or banker's draft and shall
-4irrevocably authorize and direct its counsel and its banker to pay or transfer such compensation to whomsoever the Agent may in writing direct. ARTICLE 5 - MUTUAL COVENANTS 5.1 Co-operation In order to give effect to and implement the provisions of the Agreement, the Owner and the Agent shall co-operate fully with each other, execute and deliver such further assurances as may be requisite, participate in such negotiations, procedures and discussions as may be necessary or advisable in the conduct of the sale of the Property and do such other acts and things as may be reasonably necessary, expedient or incidental to carrying out the terms and conditions of the Agreement. 5.2 Costs The Owner and the Agent shall each pay and discharge the costs incurred by each of them in connection with the negotiation of the Agreement. 5.3 Announcements No public announcement or press release, interview or other communication to the general public or the mass media concerning the acquisition contemplated by the Agreement shall be made by the Owner or the Agent without the prior written approval of the nature, content and means of publication thereof by the Owner and the Agent. ARTICLE 6 - GENERAL PROVISIONS 6.1 Governing Law The rights and remedies of all of the parties hereto and the construction and effect of each and every provision here-of shall be subject to the exclusive jurisdiction of and be construed according to the laws of the State of [State (ie. California)], which jurisdiction shall be the forum for any proceedings in connection with the provisions of the Agreement. 6.2 Time Any notices or communications required or permitted hereunder shall be delivered within the time specified in the Agreement and time shall in all respects be of the essence of the Agreement provided that whenever the last day for the exercise of any right or the discharge of any obligation hereunder shall fall upon a Saturday, Sunday, or statutory holiday the party having such right or obligation shall have until 5:00 p.m. on the next succeeding regular business day to exercise such right or discharge such obligation.
-56.3 Entire Agreement The Agreement including the Schedules hereto constitute the entire agreement between the parties hereto, there are not and shall not be any verbal representations, warranties, under-takings or agreements between the parties hereto and the Agreement may not be amended or modified in any respect except by written instrument signed by the party to be bound thereby. 6.4 Notices All notices and communications which may be or are required to be given by any party to any other party, shall be in writing and (i) delivered personally, (ii) sent by prepaid courier service or registered mail with acknowledgement of receipt, or (iii) sent by prepaid telecopier or other similar means of electronic communication to the parties at their following respective addresses: For the Owner: [Address of Owner] Attention: Telecopier: For the Agent: [Title of Representative of Owner] [Telecopier / Fax of Owner]
[Address of Agent] Attention: Telecopier: [Title of Representative of Agent] [Telecopier / Fax of Agent]
Any such notice so given shall be deemed conclusively to have been given and received when so personally delivered or delivered, by courier or on the day on which transmission is confirmed if sent by telecopier or on the fifth (5th) day, in the absence of evidence to the contrary, following the sending thereof by registered mail. Any party may from time to time change its address hereinbefore set forth by notice to the other parties in accordance with this section. 6.5 Counterparts The Agreement may be executed in one or more counterparts each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement. 6.6 Invalidity The invalidity of any particular provision of the Agreement shall not affect any other provision hereof and the Agreement shall be construed as if such invalid provision were omitted.
-66.7 Captions The captions and headings in the Agreement form no part thereof and shall be deemed to have been inserted for convenience of reference only. 6.8 Assignment The Agreement shall not be assigned by the Agent with-out the prior consent in writing of the Owner or by the Owner without the prior consent in writing of the Agent provided that the Agent may without the consent of the Owner delegate the performance but not responsibility for any duties and obligations of the Agent hereunder to any independent contractor, expert or professional adviser. 6.9 Binding Effect The Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and assigns respectively. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written. [NAME OF PROPERTY OWNER] Per: Name: Title: [NAME OF BROKER]
Schedule "A" Description of Property
Schedule "B" Conditions of Sale
[Insert all the Relevant Conditions of Sale of Property (ie. Minimum Purchase Price, Closing Date, Deposit, etc.)]]