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DISCLAIMER

These forms are not intended to be a substitute for the legal advice of competent counsel. The user has the responsibility to determine whether the forms are appropriate or effective in a particular situation. The user should make certain that the form complies with current law, both state and federal. The authors and CBOR and its employees disclaim any liability arising from the use of the forms. Any user of the form waives and releases all possible claims against the authors and CBOR and its employees. The authors and CBOR wish to acknowledge the prior contribution of H. William Freeman in creating this form.

Gregg A. Nathanson, Esq.

Couzens, Lansky, Fealk, Ellis, Roeder & Lazar, P.C.

39395 W. Twelve Mile, Suite 200

Farmington Hills, MI 48331

Ph. 248-489-8600

Fax 248-324-3087

Commercial Property Listing Agreement

Exclusive Agency

This EXCLUSIVE Listing Agreement is made and entered into this the ______day of ______, 201 ____, by and between ______, a ______[type of entity], whose address is ______, ______[municipality], Michigan, ______[zip] (“Broker”), and ______, a ______[type of entity or individual name], whose address is ______, ______[municipality], ______[State], ______[zip code] (“Owner”), in the manner following:

1.CONTRACT DURATION AND PROPERTY DESCRIPTION. In consideration of Broker's efforts to market Owner's property, negotiate with prospective tenants and/or purchasers, and facilitate the details of a transaction, Owner hereby grants Broker until 11:59 P.M. ______, 201___ ("Listing Period"), the exclusive right and appoints Broker, its exclusive agent, to  lease,  sell, or  lease and sell the real estate located in the  City or  Township of ______, County of ______, Michigan, commonly known as ______, tax parcel identification number(s) ______, and further described as: ______("Property"). If during the Listing Period negotiations involving the sale or lease of the Property have commenced and are continuing, then the Listing Period shall be extended automatically for a period through the termination of such negotiations or the consummation of such transaction.

2.PRICE AND TERMS. Broker is hereby authorized to offer the Property under the following prices and terms:

For lease at a price of $______per square foot (PSF), on an annual basis, a minimum term of __ years; or

for sale at a price of $______, in cash, or such other price and terms to which Owner may hereafter consent.

3.FIXTURES AND IMPROVEMENTS INCLUDED.All attached fixtures, equipment and other improvements affixed to the Property are included in the offering of the Property and the lease or purchase price stipulated in Section 2 above, except the following items: ______.

4.COMMISSION.For either a lease or sale transaction of the Property, either pursuant to the terms of this Agreement, or under such other terms acceptable to Owner, Broker's commission will be deemed earned and payable by Owner as follows:

for a lease transaction, a commission equivalent to ______percent (___%) of the gross aggregate lease amount, limited to ______(____) years, paid  in full at the time of lease execution, or  with ______(____) percent paid at the time of lease execution and the balance paid within ______(____) months afterwards or  at occupancy.

for a lease transaction, Broker shall also earn a commission equal to ______(___%) percent of the gross aggregate lease amount, for any additional lease years beyond ______; plus ______(___%) percent of the gross aggregate lease amount for the duration of any option, extension or renewal terms, and for any additional space leased in the same building any time after execution of the initial lease.

for asale transaction, a commission equivalent to ______percent (___%) of the purchase price for the Property, paid in full at the time of closing.

for an option transaction, a commission equivalent to ____ percent (___%) of the option price, paid when the option is exercised. If the option is contained in a lease negotiated by Broker and for which Broker previously received a lease commission, then the amount of the option commission shall be reduced by a portion of the previously paid lease commission, amortized over the unexpired portion of the lease term; provided, however, in no event shall the total commission to be received by the Broker under this Agreement be less than the commission for negotiating the Lease.

a minimum commission shall be deemed earned and payable by Owner as provided for above in an amount not less than $______, due under the same terms as provided for above.

The forgoing fee arrangement shall be deemed earned and payable, provided that, if during the Listing Period, the Property is leased or sold by anyone, including Owner; or if, during the Listing Period, anyone, including Owner, produces a tenant or buyer that is ready, willing and able to lease or purchase the Property; or provided the Property is leased or sold within twelve (12) months after the expiration date of this Agreement (the "Protection Period") to any person or persons with whom Owner or Broker has had negotiations or communications for the lease or sale thereof during the Listing Period. In the event an option is granted during the Listing Period or the Protection Period to a proposed tenant or buyer with whom Owner or Broker has had negotiations or communications for the lease or sale thereof, during the Listing Period, the commission shall be deemed earned and payable even if the option is exercised after the expiration of the Protection Period. Owner hereby grants Broker the right and consents to the recording of a consensual lienagainst the Property and appurtenances thereon,in the amount of the maximum commission to which Broker is entitled,anytime after the effective date of this Agreement, in order to secure payment for the services rendered by Broker. Said lien shall remain valid and enforceable as between Owner and Broker and against the Property until the compensation owed Brokerhas been paid in full. Further, this lien right expressly provides for and grants Broker the power of foreclosure and sale under the Foreclosure of Mortgages and Land Contracts provisions of the Michigan Revised Judicature Act, MCLA 600.3101 et seq. Owner further agrees that Broker has the right to record a lien against the Property to secure payment of Broker's commission pursuant to the Michigan Commercial Real Estate Broker Lien Act, and pursue any and all rights and remedies under such Act.

5. INFORMATION EXCHANGE/MLS POSTINGS, COMMISSION SHARING & AGENCY. Owner grants Broker permission to submit the Property to any Information Exchange and/or Multiple Listing Service (collectively the “IPX”) deemed appropriate by Broker. Broker may, but shall NOT be obligated to, offer sub-agency to other cooperating brokerage agents. Broker will nevertheless agree to cooperate with other Michigan-licensed brokerage agents who represent the interests of a prospective tenant or buyer and will agree to share its brokerage commission with such agents who assist in an acceptable lease or sales transaction, subject to closing and Broker's receipt of its brokerage fee.

6. BROKER’S SERVICES.Broker shall, at a minimum, provide the following services to the Owner:

a.The marketing of the Owner’s property in the manner agreed upon between the parties or as provided below subject to the authorization set forth in Paragraph 9:

Listing of the Property on the Commercial Property Information Exchange (CPIX)

Erection of Property signage and/or window or banner signage

Listing of the Property in printed media

Direct mail such as marketing brochures, flyers, circulars, postcards

Internet or social media

Other ______

b.Acceptance of delivery and presentation of offers and counteroffers to sell or lease the Property that the Owner seeks to sell or lease.

c.Assistance in developing, communicating, negotiating, and presenting offers, counteroffers, and related documents or notices until a purchase or lease agreement is executed by all parties and all contingencies are satisfied or waived.

d.After execution of a purchase or lease agreement by all parties, assistance as necessary to complete the transaction under the terms specified in the agreement.

e.Furnishing or causing to be furnished, a complete and detailed closing statement.

7.RETAINER FEE. Owner will pay Broker a non-refundable ‘Retainer Fee’ of $______, due and payable upon execution of this Agreement. This Retainer Fee is intended as minimum compensation to Broker for Broker's effort in attempting to market the Property for Owner, regardless of whether a transaction closes. If Owner closes on the sale, exchange or lease of Property, then the Retainer Fee shall be applied against the total commission due.

8.COST OF SERVICES.Owner agrees to promptly pay for products or services from outside sources ordered by Broker on Owner's behalf and at Owner's request, including, without limitation, surveys, appraisals, market analyses, environmental studies, inspections, soil tests, title reports, engineering studies and marketing expenses. In the event Broker provides to Owner names or sources for such products or services, or orders products or services from others on behalf of Owner, Owner acknowledges and agrees that Broker does not warrant or guarantee the quality, accuracy or completeness of any such services and/or products.

9. AUTHORIZATIONS. Seller hereby authorizes Broker to:

Place or erect marketing sign(s) on the Property;

Obtain and share supporting information on the Property, including, without limitation, encumbrances, utility costs, title requirements, zoning, priorinspections and audits;

Advertise the Property as it deems appropriate and to use such descriptive materials and marketing techniques as it deems appropriate; and

Conduct such other marketing as set forth in Paragraph 6.

10.MARKETABLE TITLE.Owner represents that: (i) Owner is the owner of the Property; (ii) Owner has good marketable fee simple title to the Property and can convey clear title in the event of a sale; (iii) Owner has the authority to enter into this Agreement and to lease and/or sell the Property; (iv) Owner will execute and deliver all necessary documentation regarding a lease or the conveyance of title; and (v) in the event of a sale, Owner will convey the Property with full covenants of warranty, free from all undesirable encumbrances and will furnish, at no expense to a buyer, a title insurance policy insuring marketable title.

11.ACCESS. Owner grants Broker and its authorized representatives access to the Property and all parts thereof for the purpose of showing and inspecting the same at reasonable hours. The following limitations apply to all showings: ______.

12. OTHER BROKERS AND SALESPERSONS. Broker is Owner's exclusive agent. Owner has been informed by Broker that Owner may be contacted by other brokers or salespersons who do not represent Owner and who may or may not be representing a potential tenant or buyer (possibly as a tenant or buyer's agent). Further, Owner understands that an agent working for a prospective tenant or buyer (their principal) has a duty to disclose all information that it discovers to their principal. Owner will immediately refer all inquiries regarding sale or lease of the Property to Broker, and notify Broker in writing before selling or leasing the Property.

13.WAIVER OF CONFLICT OF INTEREST. Owner understands that other property owners may list their property with Broker, which may be similar to or even competitive with Owner’s Property. Owner consents to Broker's exclusive and non-exclusive representation of other such potential property owners who may be in direct competition with Owner, before, during and after the expiration of this Agreement. Owner understands and agrees that Broker shall not be required to disclose information to Owner obtained from or relating to other potentialproperty owners. Owner further understands and accepts that Broker may show the Property to and/or negotiate with parties, with which Broker either has an existing or a former agency or sub-agency relationship. Owner agrees that Broker shall not be held liable for not disclosing information concerning such a property owner that was obtained while Broker was acting as an agent or sub-agent of said party, which might, in the sole discretion of Broker, harm said party’s bargaining position.

14. NON-DISCRIMINATION. Owneragrees as required by law not to discriminate because of race, color, national origin, age, sex, handicap, religion, height, weight, marital or familial status with respect to the sale or lease of the Property.

15.OWNER'S REPRESENTATION. Except as may be otherwise disclosed in writing, signed by Owner and delivered to Broker before executing this Agreement,Ownerrepresents to the best of Owner’sknowledge and belief after reasonable inquiry that: (i) there are no existing violations of any laws, statutes, ordinances, regulations, orders or requirements of any governmental authority affecting the Property; (ii) there is no pending or threatened litigation, administrative action or claim relating to the Property; and (iii)Ownerhas not concealed any defects in the Property or failed to disclose any latent defects known to Ownerwhich could be potentially dangerous or costly to a new owner or tenant. Owner is aware of the following violations, litigation, claims and defects with respect to the property: ______

______.

16.MICHIGANLAND DIVISION ACT. If the Property is not platted and Ownerintends to divide the Property for the purpose of sale, Owneris advised that Ownermust comply with all terms and conditions of the Michigan Land Division Act, as revised March 31, 1997. Broker makes no representations regarding any of Ownerrights or obligations under the Land Division Act and advises Ownerto contact an attorney regarding Owner's rights and obligations under this Act.

17.INSPECTIONS. Broker is hereby authorized to assist any prospective tenant or buyer in obtaining any property inspections a prospective tenant or buyer may request.

18.MAINTENANCE. Unless otherwise agreed to in writing, Ownershall be responsible to insure, secure and maintain the Property during the term of this Agreement, and Broker shall not be responsible for any maintenance of the Property in any manner whatsoever.

19.OFFERS. Upon acceptance of the terms of any offer to lease or purchase the Property, Broker  shall or shall not be required to present any other offers received after the time of said acceptance.

20.SALE. The term "sale" and "sold" shall be deemed to include, but not be limited to, execution of a purchase agreement (versus closing on the purchase pursuant to such an agreement), and any exchange or trade to which Ownerconsents. If a purchase agreement, letter of intent or similar document is executed or email exchange occurs during the Listing Period, then this Agreement shall remain in effect until the purchase, lease, option, exchange or other transaction described therein closes. In the event of an exchange or trade, Broker shall be permitted to represent and receive compensation from both parties (in different transactions), so long as such representation does not violate Broker’s initial relationship with Owner. In the event the Property is gifted or conveyed during the listing Term or the Protection Period, Broker shall still be deemed to have earned its brokerage commission defined herein, with the value of the Property to be based upon the Property’s listed value in Section 2.

21. EARNEST DEPOSIT. In the event Broker accepts a personal or corporate check as a deposit from a prospective tenant or buyer, which is returned for non-sufficient funds, Broker will not be held responsible to pursue the collection of same, but will immediately notify Ownerof such event.

22.FAX AND E-MAIL. The parties agree this Listing Agreement may be executed and delivered electronically by use of a fax or e-mail, and any signatures, initials and/or modifications thereof or in any attachments thereto shall be deemed valid and binding upon the parties as if the original signatures, initials and/or modifications were present on the documents in the handwriting of each party. Ownershall not assert the statute of frauds or non-enforceability or invalidity of any such agreement because of faxed or electronically delivered copies being used, and Ownerspecifically waives and relinquishes any such defense. Owneragrees to provide all original documents to Broker upon request.

23. COUNTERPARTS. This Agreement may be executed in any number of counterparts with the same effect as if the signature of each counterpart were upon the same instrument.

24.DEFAULT. If Owner defaults (or it appears to Broker that Owner intends to default) in paying any sums to Broker when due, Broker shall be entitled to all legal and equitable remedies, including, without limitation, the right to maintain an action against Owner for money damages, the right to record a lien against the Property, the right to foreclose suchlienas provided above, and the right to recover its costs and attorney fees. Client hereby acknowledges that Broker is entitled to payment of the commission at the time it is earned in accordance with Section 4 of this Agreement.

25.BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of Owner and Broker and their respective heirs, personal representatives, successors and assigns.

26.RELEASE AND INDEMNIFICATION. Owner agrees to waive and release any and all claims Owner may now or hereafter have against Broker, and to defend and indemnify Broker and to hold Broker harmless on account of any and all liability, loss, damage, cost or expense arising directly or indirectly by reason of or in connection with this Agreement or the purchase or lease of any Property including but not limited to, attorney's fees reasonably incurred by Broker, provided only that the damage is not caused solely by Broker’s gross negligence or willful misconduct.

27.INTEREST. All commissions which are due and payable in full, but have not been paid on time, shall bear interest from the due date until the date of payment, at the lower of the rate of eighteen (18%) percent per annum or the highest rate allowed by law.

28.ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction thereof. The arbitration shall occur at the nearest available location to the property which is subject of the dispute. The parties agree that the prevailing party shall be entitled to recover, as part of such award, its reasonable attorney's fees and costs.