MASTER FEE AGREEMENT
Overview: This MFA provides details of a proposed ______transaction, including instrument guidelines, procedures, consultant fee schedule, and paymaster designations. This MFA applies to an ______transaction between represented buying and selling parties. Paymasters will distribute according to respective sub-fee agreements that have been submitted to General Paymaster.
Commission. Fees will be distributed by the entity serving as General Paymaster. Upon receipt of funds from Buyer, General Paymaster will wire funds into the portfolio purchase escrow account and a second escrow account holding closing expenses, fees and commissions, and profit from sale. Fees will be distributed by the distribution schedule included herein. Fees are only due if transaction is successfully completed. Proprietary account and banking and contact information is not to be included in this document but to be submitted to the General Paymaster only.
Term. The term of this Agreement shall be from the date of the execution of this Agreement as provided herein and shall continue in full force and effect for a period of ______(____) months.
Confidentiality and Non-Circumvention. The signatories to this Agreement hereby agree and accept for their agents, employees and other representatives or related parties to maintain confidentiality, not to disclose, to protect and preserve information relating to the current transaction(s), pending or future transaction(s), including, but not limited to, investor names, Seller and Buyer information, payment and fees, commissions or any form of payment. The signatories of this Agreement further agree not to circumvent, avoid or bypass the other, either directly or indirectly, in anyway with regard to their dealings, including but not limited to, any specific projects, loans or other transactions that any party hereto may have in regard to prospective purchasers introduced by any party to this Agreement. This non-circumvention shall include, but not be limited to, the terms of this Agreement, any additions, renewals, extensions, roll-over amendments, re-negotiations, new contracts, parallel contracts or agreements, or any third party assignment thereof. This non-circumvention shall remain in force for a period of ______( ____) years after the parties have concluded current active discussions.
Indemnification and Hold Harmless. For the term of this Agreement, each party agrees to indemnify and hold harmless each other party of and from any damages, loss, costs or liability (including legal fees and costs of enforcing this provision) arising out of or incurred as a result of any breach by the breaching party or any of its representatives, including without limitation, any breach of the agreed upon commission split among the members of each Group identified herein or any sub agreements which any of the parties hereto may be a signatory.
Binding Effect. This Agreement is binding on each of the undersigned, his or her assigns, agents and/or heirs as evidenced by signatures below. This Agreement also applies to any and all transactions between the parties, whether made directly or indirectly. This Agreement is transferable to the individual beneficiaries, their designees, assigns and heirs and shall not be amended or rescinded without the express written consent of all parties to this Agreement.This Agreement supersedes all prior arrangements and understandings between or among the parties herein. It may not be modified, changed or altered by any of the parties hereto without a further written contract signed by all parties.
Notices. Notices or other communications under this Agreement must be in writing and must be sent to the parties respective addresses or facsimile numbers as set forth herein, or, in the event of a change in any address or facsimile number, then to such other address or facsimile number as to which notice of change is given.
Governing Law. This Agreement shall be governed by the law of the State ofdomicile of the General Paymaster. Should a dispute arise under the terms hereof, each party shall be responsible for their own attorney’s fees and costs.
Parties to Agreement. The names and entities identified on the following pages represent all known individuals who have, or will have, direct involvement with the above referenced transaction. No other names will be added to this Agreement. Any party to this Agreement obligated to recognize an affiliation with anotherindividual or entity not a party to this Agreement, must do so by use of a sub-fee agreement. If any party to this Agreement has such an obligation, by whatever means, said party agrees to assume full responsibility for any obligations undertaken or entered into with regard to any such sub agreement, or any failure to perform according to the terms of any such sub agreement, and to indemnify and hold harmless all parties to this Agreement for any breach by said party of any such sub agreement. ThePaymasterslisted and signed off below shall have no responsibility or obligation to pay any other individuals or entities for any purpose nor any tax liabilities other than their own.
Miscellaneous. All additions or modifications to this Agreement must be in writing and signed by all parties hereto.
Fee Distribution: Buyers always pay fees and closing costs in addition to the portfolio purchase, unless otherwise negotiated. ______percent of closing purchase price goes to Seller Representative Paymaster, ______percent of closing purchase price goes to each of ______Intermediary Paymasters, and ______percent of closing purchase price goes to Seller Representative Paymaster. By signing below, each Paymaster acknowledges that sub-fee agreements are in place and each Paymaster assumes all fiduciary responsibility. The foregoing fees shall be distributed by the General Paymaster immediately at closing.
Information for General Paymaster and Other Paymasters:
Declaration: By affixing your signature to this Agreement, you hereby agree to all terms included herein. All of the signatories are representing to be authorized signatories.
Note: All proprietary information will be given only into escrow at title company and never to any other parties
General Paymaster: General Paymaster has responsibility to distribute all closing costs, fees and any other amounts payable generated by the transaction through Other Paymasters.
General Paymaster Printed Name: ______OR First AmericanPosition: ______
Signature: ______Date: ______
BuyerRepresentativePaymaster: (Receiving ___% of closing purchase price)ThisPaymaster has fiduciary responsibility to distribute to all parties on Buyer representative side in accordance with prepared, signed and authorized representatives through Sub-Fee Agreement
Paymaster Printed Name: Position:
Signature: ______Date: ______
Intermediary Paymaster #1: (Receiving _____% of closing purchase price). ThisPaymaster has fiduciary responsibility to distribute to certainIntermediaries in accordance with prepared, signed and authorized representatives through Sub-Fee Agreement
Paymaster Printed Name:Position:
Signature: ______Date: ______
Intermediary Paymaster #2: (Receiving _____% of closing purchase price). ThisPaymaster has fiduciary responsibility to distribute to certain Intermediaries in accordance with prepared, signed and authorized representatives through Sub-Fee Agreement
Paymaster Printed Name: Position:
Signature: ______Date: ______
Seller Representative Paymaster: (Receiving ____% of closing purchase price)Paymaster has fiduciary responsibility to distribute to all parties on Seller side in accordance with prepared, signed and authorized representatives through Sub-Fee Agreement.
Paymaster Printed Name: Position:
Signature: ______Date: ______
BUYER AUTHORIZATION
I, the authorized Buyer, do hereby agree to abide by the procedures included herein, and do hereby authorize the designated title company to open escrow as part of the transaction procedures. I understand that the title company will also open a second escrow to hold all closing costs (estimated at .05%) and fees. I authorize the title company to facilitate the entire process and will designate the name which shall go on all warranty deeds. I am in total agreement with the fee distributions mentioned above.
Name:
Printed Name: NOTARIZATION
Signed name: ______
Position: ______
Date Signed: ______
**Upon signature by Buyer, this document shall be faxed, pdf’d, or over-nighted to General Paymaster Office at title company
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