Free Brokerage Agreement with Terms

This Brokerage Agreement (the "Agreement") is entered into as of December 15, 2066 by and between [YOUR COMPANY NAME], having its principal place of business at [YOUR COMPANY ADDRESS] (the "Broker"), and Nautix, having its principal place of business at Richmond, CA 94801 (the "Client"). The Broker and Client are sometimes referred to individually as a "Party" and collectively as the "Parties."

I. RECITALS

WHEREAS, the Broker is engaged in the business of facilitating transactions involving marine equipment and supplies;

WHEREAS, the Client desires to engage the Broker to assist in the procurement or sale of marine equipment and supplies on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties agree as follows:

II. APPOINTMENT OF BROKER

1. The Client hereby appoints the Broker as its exclusive agent to facilitate the sale of marine equipment and supplies during the term of this Agreement.

2. The Broker agrees to use commercially reasonable efforts to identify potential buyers and assist in negotiating terms acceptable to the Client.

III. TERM AND TERMINATION

1. Term: This Agreement shall commence on January 1, 2067 and continue until December 31, 2067, unless terminated earlier as provided herein.

2. Termination for Cause: Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any material term of this Agreement and fails to cure such breach within 30 days of receiving written notice.

3. Termination Without Cause: Either Party may terminate this Agreement for any reason upon 60 days’ prior written notice to the other Party.

IV. COMPENSATION

1. Commission: The Client agrees to pay the Broker a commission of 5% of the total transaction value for each successful transaction facilitated by the Broker.

2. Payment Terms: Commission shall be due and payable within 30 days after the completion of the transaction.

3. Expenses: Unless otherwise agreed in writing, the Broker shall be responsible for all expenses incurred in connection with its services under this Agreement.

V. BROKER RESPONSIBILITIES

1. Use reasonable efforts to locate and engage suitable buyers.

2. Act in good faith and provide timely updates to the Client regarding potential opportunities.

3. Maintain confidentiality of any non-public information provided by the Client.

VI. CLIENT RESPONSIBILITIES

1. Provide the Broker with accurate and complete information necessary for the performance of its obligations under this Agreement.

2. Respond promptly to the Broker’s inquiries and provide necessary approvals for negotiations.

3. Compensate the Broker in accordance with Section IV of this Agreement.

VII. CONFIDENTIALITY

1. Definition: "Confidential Information" includes all non-public information disclosed by one Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. Obligations: Each Party agrees to keep the other Party’s Confidential Information confidential and not to use it for any purpose other than performing its obligations under this Agreement.

3. Exceptions: Confidential Information does not include information that is:

   • publicly available;

   • already in the receiving Party’s possession without obligation of confidentiality;

   • disclosed by a third party without restriction; or

   • required to be disclosed by law.

VIII. REPRESENTATIONS AND WARRANTIES

1. Each Party represents and warrants that it has the full authority to enter into this Agreement and perform its obligations hereunder.

2. The Broker represents and warrants that it will perform its obligations in a professional and competent manner consistent with industry standards.

IX. INDEMNIFICATION

1. By Broker: The Broker agrees to indemnify and hold harmless the Client from any claims, damages, or liabilities arising from the Broker’s breach of this Agreement or negligence.

2. By Client: The Client agrees to indemnify and hold harmless the Broker from any claims, damages, or liabilities arising from the Client’s breach of this Agreement or negligence.

X. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement, even if advised of the possibility of such damages.

XI. MISCELLANEOUS

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and communications.

3. Amendments: This Agreement may be amended only by a written instrument signed by both Parties.

4. Notices: Any notice required or permitted under this Agreement shall be in writing and sent to the addresses specified above or to such other address as either Party may designate in writing.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[YOUR NAME], Broker
[YOUR COMPANY NAME]

Ellis Bednar, CEO
Nautix

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