GENERIC ADVISORY & CONSULTING SOURCE AGREEMENT

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THIS CONSULTING AGREEMENT (this Agreement) is entered into effective as of the ____ day __________, 2012, by and between__________________  (AUTHOURIZED EXECUTIVE)   ________________  (NAME OF COMPANY, hereinafter called the "Company"), and _____________________________(hereinafter called "Advisor").

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Appointment.  The Company hereby retains Advisor as a PROPERTY SOURCING ADVISOR to identify and refer properties or property sources to Company for potential acquisition or joint venture investment.
2. Compensation.  The Company shall pay Advisor a finders fee equal to ______% of purchase price and acquisitions acquired by the Company through the efforts of the Advisor. This fee is reduced to -----% for all transactions exceeding $25 million.  This agreement remains in effect for three years from the above date for all deals acquired from the same source or its affiliates. The Advisor has no further responsibility to the Company other than this referral activity. The referred asset and selling source is identified below and further referrals may be added by mutual consent in subsequent Addendums, by E-mail or letter format.

3. Term.  The term of this Agreement shall remain in force for any deals originated or discussed between the Company and the referred party or Advisory up until the three-year anniversary of the documented introduction to the capital source.

5. Confidentiality. Advisor shall not, without the prior consent of the Company, disclose any Confidential Information to any third party, directly or indirectly or utilize any Confidential Information for his personal use or any use other than for the benefit of the Company.  For purposes of this Agreement, Confidential Information means any non-public information, whether proprietary or non-proprietary, concerning the Company, its principals, affiliates, assets, liabilities, strategies, agreements, partners, capital sources, financial condition products or intellectual property.

6. Injunctive Relief. Advisor acknowledges that disclosure of any Confidential Information or the breach of the covenants contained herein will give rise to irreparable injury to the Company, inadequately compensable in damages.  Accordingly, the Company may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies, which may be available. Advisor further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Companys legitimate business interests and are reasonable in scope and conduct.

7. No Agency.  In carrying out its services hereunder, Advisor shall have no authority to bind the Company or make representations on behalf of the Company, and shall in no event be considered an agent of the Company.  

8. Notices.  All notices, consents, demands, designations, requests, approvals and other communications permitted or required to be given under this Agreement shall be in writing, sent by United States mail, nationally recognized overnight courier, by facsimile or by hand addressed as follows, or by E-Mail, as the case may be, stated below.

Any notice or communication delivered as above provided shall be deemed to have been given and be effective upon receipt (it being agreed that a confirmed facsimile shall be deemed received upon the senders receipt of such confirmation).

9. Assignment. Advisor may not assign this Agreement without the Companys prior written consent, except for staff members of the Advisors firm or members of the Advisory Board of C REX.  Any purported assignment without such consent shall be void and of no effect.

10. Nature of Relationship. Advisor is an independent contractor, with authority to act only in accordance with the terms of this Agreement and nothing explicit or implied in this Agreement shall be construed as creating a partnership or joint venture or an employment relationship between Advisor (or any person employed by Advisor) and the Company or any other relationship between the parties hereto and agrees that it shall act as an independent contractor hereunder with respect to the Company in connection with Advisors obligations under this Agreement. Advisor further agrees that the Company shall not be obligated to pay withholding taxes, social security, unemployment taxes, disability insurance premiums, health insurance premiums, or similar items, in connection with any payments made to the Advisor pursuant to the terms of this Agreement.

11.  Change in Relationship to Realtor. Advisor retains a California real estate agents license registered with Keller Williams Commercial in Los Angeles, CA.  From time to time, Advisor may offer licensed realtor services to Company as listing agent, buyers broker, asset manager, property manager, loan consultant or similar activities. It is understood and clear that when Advisor is acting in any capacity other than as a referring party, he has the right to perform as a real estate agent as stated above, and his brokerage firm will be compensated, as agreed.

12. Governing Law.  This Agreement shall be construed and enforceable in accordance with the laws of the State of California.

13. Entire Agreement.  This Agreement contains the entire agreement between the parties and shall not be amended, modified or canceled except in writing signed by the party to be charged.

14. Successors and Assigns.  All terms, conditions and agreements herein set forth shall inure to the benefit of, and be binding upon the parties and their respective permitted successors and assigns. 

​15. Waiver.  The failure of either party to insist upon strict performance of any term or provision of this Agreement or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party.​​

16. Partial Invalidity.  If any portion of this Agreement shall be decreed invalid by the judgment of a court, this Agreement shall be construed as if such portion had not been inserted herein except when such construction would constitute a substantial deviation from the general intent and purpose of this Agreement.

17. Attorney Fees. In the event of litigation or other legal proceedings between the parties hereto arising out of this Agreement, the reasonable attorneys fees and costs of the prevailing party shall be reimbursed by the other party.



                                                    (Signature Page follows)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.



NAME OF  COMPANY
Address
e-mail information
By:______________________
Name:         
Title:

ADVISOR NAME  & COMPANY
Address
e-mail information
By:______________________
Name:              
Title:

ADDENDUM: LIST ALL RESOURCES, DATES AND ADD MUTUAL SIGNATURES