Real Estate Consulting Agreement (Free Template)

REAL ESTATE CONSULTING AGREEMENT

This REAL ESTATE CONSULTING AGREEMENT (the “Agreement”), is made effective as of ________________, 2022 (“Effective Date”) by and between ____________________________
(“Consultant”) and ___________________________ (“Client”).

WITNESSETH:

WHEREAS, Consultant is in the business of providing real estate related consulting services, and

WHEREAS Client wishes to engage the services of Consultant on terms and conditions set forth in this Agreement, and Consultant wishes to accept such an engagement,

NOW, THEREFORE, in consideration of the covenants, terms and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. SERVICES. Consultant shall provide the following Services to Client:

a)
b)
c)

2. FEE

a) Client shall pay Consultant $________ fee for the first month of Services, due at the execution of this Agreement, and $________ per month after that. The Client can terminate the Agreement and stop paying any time after the first payment.

3. CONDUCT

a) Consultant represents that Consultant has the expertise and is qualified, equipped, organized and financed to perform the Services required under this Agreement. Consultant shall furnish best skill and judgment and shall exercise maximum cooperation in furthering the best interests of Client.

b) Consultant will at Consultant’s sole and exclusive discretion determine the method, details and means of performing the Services.

c) Consultant’s Services shall be of a quality that is commercially acceptable in this industry and comparable to, or better than, globally recognized providers of similar services.

4. COOPERATION. Client shall promptly provide Consultant with such information, data and documents as reasonably required and requested by Consultant in the performance of the Services contemplated by this Agreement. Client will fully cooperate with Consultant in its performance of Services and Client understands and agrees that without timely and effective cooperation, Consultant will not be able to perform.
5. MUTUAL CONFIDENTIALITY. To the extent permitted by applicable law, the parties shall maintain all information concerning this Agreement and any pending or subsequent negotiations between the parties as confidential, disclosing information only to those individuals and representatives as designated by the other party, provided that such individuals acknowledge and agree to maintain the confidentiality of such information.
6. TERM AND TERMINATION. This Agreement shall commence on the Effective Date hereof, and will continue to be in effect unless terminated by either party upon not less than five (5) days advance written notice. Client shall pay Consultant’s fees for the Services as set forth in this Agreement through the date of termination.
7. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPLICIT REPRESENTATIONS, WARRANTIES, AND CONDITIONS PROVIDED IN THIS AGREEMENT ANY SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, OR OTHERWISE. CLIENT’S RESULTS CAN VARY AND ARE NO GUARANTEED. PARTIES SPECIFICALLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF MERCHANTABILITY, PROFITS, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO CLAIM, SUIT OR ACTION CAN BE BROUGHT AGAINST A PARTY AFTER MORE THAN SIX MONTHS FROM THE DATE THE UNDERLYING CAUSE OF ACTION HAD OCCURRED. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE FEES FOR SERVICES.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF CLIENT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
9. FORCE MAJEURE AND DELAYS. Neither party shall be liable for delays or failure to perform in accordance with the terms and conditions of this Agreement on account of strikes, lockouts, accidents, fires, delays in manufacturing, delays of carriers, disruption in communications, disruption in banking services, acts of God, governmental actions in the United States, state of war or any other causes which are unforeseeable or are beyond the control of the parties, whether or not similar to those enumerated. The party so affected shall give prompt notice to the other party of such cause and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible. Consultant shall not be liable for delays in its performance of services in accordance with the terms and conditions of this Agreement if caused by the failure of Client to provide timely cooperation to Consultant as set forth in this Agreement.
10. WAIVER. The parties to this Agreement acknowledge that a party to this Agreement shall not by act, delay, and admission or otherwise be deemed to have waived any of its rights and remedies unless such waiver is in writing.
11. ASSIGNMENT. Either party may assign any right, interest or benefit under this Agreement, to a subsidiary or an affiliated entity, with the prior written consent of the other, which consent shall not be unreasonably withheld.
12. GOVERNING LAW. This Agreement shall be governed by, construed and interpreted exclusively in accordance with the laws, rules and regulations of the State of California, without regard to any conflict of laws that would result in application of any other law. The courts of the State of California shall have, and the parties irrevocably consent to the sole jurisdiction over any matter related to this Agreement.
13. RELATIONSHIP OF THE PARTIES. Consultant will be acting at all times as an independent contractor and not as an agent, representative or employee of Client. Consultant represents that it is generally engaged in performing consulting services and seeks other consulting engagements. Consultant is not authorized to and agrees not to make any representations or commitments or to hold itself out as an agent of Client, except to the extent specifically authorized in writing by Client. It is understood and agreed that Consultant will indemnify and hold harmless Client for and against any claims for damages, compensation or injury made against Client or any of its subsidiaries or employees, by any person, including any person in Consultant’s employment or any subcontractor, for any willful misconduct, gross negligence or for willful violation of law or applicable regulation in the performance of the services contemplated by this Agreement by Consultant or any subcontractor. Anything in this Agreement to the contrary notwithstanding, no party hereto assumes nor shall it be liable for any of the liabilities or obligations of the other party, whether past, present or future.
14. INDEMNIFICATION.

a) Except as otherwise provided in this Agreement, Consultant assumes no responsibility under this Agreement other than to render the Services called for in good faith and shall not be responsible for any action in following or declining to follow any recommendations of Consultant. Consultant, its directors, officers, stockholders and employees will not be liable to Client, any subsidiary of Client, its subsidiary’s stockholders or the unaffiliated directors for any acts or omissions by Consultant, its directors, officers or employees under or in connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, or reckless disregard of their duties under this Agreement or violation of law or applicable regulation.

b) Client and its subsidiaries shall reimburse, indemnify and hold harmless the Consultant, its directors, officers, stockholders and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, including, without limitation, attorneys’ fees, in respect of or arising from any acts or omissions of Consultant, its directors, officers and employees made in good faith in the performance of the Consultant’s duties under this Agreement and not constituting bad faith, willful misconduct, or reckless disregard of its duties or willful violation of law or applicable regulation.

c) Consultant and its subsidiaries shall reimburse, indemnify and hold harmless Client, its directors, officers, stockholders and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, including, without limitation, attorneys’ fees, in respect of or arising from any acts or omissions of Consultant, its directors, officers and employees constituting bad faith, willful misconduct, or reckless disregard of its duties or willful violation of law or applicable regulation.

15. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other party that:

a) It has the power and authority to execute, deliver and perform this Agreement and all obligations required. No consent of any other person is required in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required. This Agreement constitutes a legally valid and binding obligation of each party.

b) The execution, delivery and performance of this Agreement and the documents or instruments required will not violate any provision of any existing law or regulation binding on each party, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the party, or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking by which a party may be bound.

16. REMEDIES. Except as otherwise expressly stated herein, all rights and remedies of the parties under this Agreement shall be cumulative and not exclusive.
17. MODIFICATIONS. This Agreement shall not be changed, modified or amended except by an instrument in writing signed by or on behalf of the parties hereto.
18. NOTICES. All notices, demands, requests or other communications (collectively, “Notices”) which may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered or transmitted by telecopy (with the original to be sent the same day by Federal Express or other recognized overnight delivery service) or by Federal Express or other recognized overnight delivery service addressed to the recipient at its address set forth below (or at such other address as the recipient may theretofore have designated in writing). All notices shall be addressed as follows: If to Client: If to Consultant:

Either party may change the notices address by giving notice thereof to the other party in the manner set forth above.

19. SEVERABILITY. If any provisions of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the other portions thereof, all of which provisions are hereby declared severable.
20. HEADINGS. All section headings and titles are inserted herein for convenience and ready reference only and are without contractual significance or effect and shall not be considered in the interpretation of the respective sections.
21. COUNTERPARTS. This Agreement may be executed in multiple counterparts.
22. ENTIRE AGREEMENT. This Agreement is the complete, final and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral or written, including all prior drafts and negotiations, relating to the subject matter of this Agreement. The parties expressly disclaim reliance on any representations, warranties or other agreements not specifically set forth in this written Agreement. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in writing and signed by the party to be bound thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date.

CLIENT:

By: _________________

Name, Title: __________

Date: ________________

CONSULTANT:

By: _________________

Name, Title: __________

Date: ________________