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Management Agreement Office Building

(Comprehensive -- Long Form)

Article I

MANAGER'S EMPLOYMENT

1.01 Parties. This Agreement is made [date], between [name], a [state] corporation having an office at [address] (Owner), and [name], a [state] corporation having an office at [address] (Manager).

1.02. Premises. Owner is the fee owner and has sole control over a parcel of land in [county, state], described in Exhibit A [omitted], and all improvements located on it, which is generally referred to as [address] (Property).

1.03. Employment as Manager. Owner agrees to employ Manager to operate the Property as exclusive manager, and Manager agrees to accept such employ, on the terms provided in this Agreement. Manager shall be an independent contractor vis-a-vis Owner. No representation will be made by either party to anyone that Manager is other than an independent contractor. The obligations and expenses incurred by Manager in accord with this Agreement are on behalf of and for the account of Owner (except as this Agreement otherwise specifically provides).

Article II

PROPERTY MANAGEMENT SERVICES AND DUTIES

2.01. Maintenance.

a. Condition of Property. Manager shall cause the Property to be maintained in a first-class condition at all times.

b. Expenditure Approval. Any expenditure in excess of ---------- dollars ($----------) shall be made by Manager only with the prior written approval of Owner. However, any emergency repairs--repairs immediately necessary for the preservation or safety of the Property or its occupants, or required to avoid suspension of necessary services to the Property or exposure to criminal liability--may be made by Manager without Owner's prior written approval. Owner shall, however, be immediately notified of such action.

2.02. Hire Personnel. Manager shall hire and supervise all persons Manager deems necessary for proper maintenance and operation of the Property. The expenses arising in connection with any such hiring must, however, be in accord with the Operating Budget (as defined in Section 4.01). All such persons shall be employees of Manager (and not of Owner). Owner has no right to supervise or direct such employees. All reasonable expenses of such employment (including fringe benefits) are expenses of Manager and, to the extent provided in the Budget, shall be reimbursed by Owner.

2.03. Renting of Premises.

a. Leasing Obligations. Manager shall use Manager's best efforts to lease space in the Property on such terms as are agreed by Owner [or, on such terms as are consistent with the Rent Schedule, attached to this Agreement as Exhibit B [omitted], or as may later be amended]. Specifically, Manager has the right and obligation to, among other things:

i. Negotiate all leases, extensions, renewals, licenses, or other agreements for the rental or use of space in the Property;

ii. Execute and deliver all leases and agreements with tenants, licensees, and concessionaires; and

iii. Engage the services of any outside rental agent or broker for customary commission fees. Tenants will be screened for suitability in accordance with written guidelines provided by Owner; and if no such guidelines are furnished to Manager, Manager may approve or reject prospective tenants in good faith.

b. Nonpermissible Occupants. Under no circumstances shall Manager permit any person or entity to occupy any space in the Building without a written lease or agreement, and/or without paying any rent for it, unless the prior consent of Owner has been obtained. Manager agrees to notify Owner, in writing, immediately upon receiving knowledge that any space is occupied by any person or entity that is not paying rent or that does not have a lease or written agreement covering such space.

2.04. Rent Collection. Manager will use Manager's best efforts to collect all rents and other charges due Owner from tenants, licensees, and concessionaires of the Property. Manager may, with Owner's prior written approval, commence legal proceedings for the collection of such rents or charges and for the dispossession of occupants of the Property.

2.05. Compliance With Law.

a. Best Efforts. Manager will use Manager's best efforts to ensure the Property and its operation comply with all applicable laws, orders, and regulations of governmental authorities (subject to the expenditure restrictions contained in Section 2.01 and the provisions of Section 2.05(c)).

b. Notice. Each party will notify the other, in writing, of any demand, order, or proceeding of any governmental authority regarding the Property. Such notification is to be given within [number] days of the party's receipt of notice of any demand, order, or proceeding.

c. Contest of Legal Requirements. Owner may stay Manager's remedial action with respect to any demand, order, or proceeding of governmental authorities as long as failure to comply promptly does not expose Manager to criminal liability. Owner may stay such action by promptly commencing legal process contesting any such demand, order, or proceeding and promptly notifying Manager of Owner's intent to contest.

d. Compliance Procedures. Manager may prepare and execute all applications, forms, and reports required by any governmental authority. A copy of all such items shall be promptly sent to Owner. If Owner does not object to such items within [number] days of their receipt, then Owner is deemed to have consented to them, and Manager may file them with the proper authority.

e. Appearances. In any legal proceeding involving the Property, Manager may appear on Manager's own behalf at Manager's own expense, and Manager may appear on behalf of Owner, but only after receiving the express authorization of Owner.

2.06. Contracts and Purchases.

a. Manager's Authority. In accord with the Budget, Manager shall (i) enter and renew contracts for electricity, gas, steam, fuel oil, water, telephone, cleaning, pest control, garbage removal, and other services required for the Property in the ordinary course and (ii) purchase all supplies and equipment Manager deems necessary to maintain and operate the Property.

[Optional Clauses]

b. Terms. Manager will use Manager's best efforts to include as a condition of any contract Manager executes that (i) Manager may terminate such contract on [number] days' prior written notice and (ii) Manager is entitled to discounts on prompt payment.

c. Interested Party Transactions. If Manager wishes to select itself or any entity in which Manager, or Manager's principal, has a financial interest as the party with whom to contract for any supplies, equipment, or services, Manager may do so only if:

i. Manager provides prior notice to Owner of the terms of the proposed agreement with itself or such interested entity, the terms on which independent third parties have offered to supply or perform, and the reasons(s) for preferring itself or such interested entity over a third party; and

ii. Owner does not disapprove of such contract within [number] days of receipt of such notice.

2.07. Fidelity Bond. Manager shall maintain in effect a fidelity bond of ---------- dollars ($----------) per employee of Manager to secure the faithful performance of the obligations contained in this Agreement.

2.08. Insurance.

a. Owner's Obligations. Owner agrees to carry and keep in effect free and extended coverage, public liability, elevator liability, and contractual liability insurance (insuring in accord with the indemnity provisions contained in Section 6.04).

Manager shall be designated as a party insured in addition to Owner. Owner will furnish a copy of each such policy of insurance to Manager.

b. Manager's Obligations. Manager will make a timely written report to the insurance carrier concerning all accidents and claims relating to the Property or its operation that are insured against (by Owner or by Manager).

Manager agrees to carry and keep in effect workers' compensation insurance and employer liability insurance in amounts not less than is required by the laws of [state].

Article III

INCOME ACCOUNTS AND DISBURSEMENTS

3.01. Bank Accounts.

a. Income Account. Owner shall open and maintain an account at [name and address of bank], which is designated as an Income Account. Manager shall deposit all funds collected on Owner's behalf, including all monies collected from tenants, into the Income Account. Such monies collected shall at all times be the sole property of Owner.

b. Operating Account. Owner shall open and maintain an account at [name and address of bank], which is designated as an Operating Account. Manager shall have the power to withdraw from such account. During the term of this Agreement, Owner shall deposit sufficient funds in the Operating Account to provide Manager with sufficient funds for maintenance and operation of the Property in accordance with this Agreement. [Optional clause: In no event will the amount on deposit in the Operating Account be less than ---------- dollars ($----------).]

c. Change of Depository. Owner may, from time to time upon prior notice to Manager, designate an alternative bank or branch for maintenance of the Income Account or Operating Account.

3.02. Manager's Disbursements. Manager will pay when due, out of the funds contained in the Operating Account, in the following order of priority:

a. All amounts payable by Owner under the terms of this Agreement;

b. All taxes, insurance, and similar items relating to the Property that are directly payable by Owner; and

c. All payments required to be made under any mortgage covering the Property.

Manager is not obligated to make any advance to or on behalf of Owner. If Manager voluntarily advances any sums for Owner's account to pay any obligation that is a submitted item of disbursement (as defined previously), then Owner will promptly reimburse Manager on demand.

Article IV

FINANCIAL MANAGEMENT ACTIVITIES

4.01. Operating Budget and Rent Schedule.

a. Agreement of Parties. Attached to this Agreement, as Exhibits B and C [omitted], are an Operating Budget and a Rent Schedule for calendar year [year]. On or before [month and day] of each calendar year during the term of this Agreement, Owner and Manager will agree upon an Operating Budget and Rent Schedule for the subsequent calendar year. The Operating Budget shall be set forth on a monthly basis.

b. Changes. Manager will operate the Property in accordance with the applicable Rent Schedule and Operating Budget. Manager must obtain the prior written approval of Owner to any change in the Rent Schedule. Manager must obtain the prior written approval of Owner to any increase in any item of the Operating Budget that exceeds ---------- percent (----------%). Manager need not obtain the prior approval of Owner for increases in any item of the Operating Budget of less than ---------- percent (----------%) if, but only if, the total operating expenses of the Property do not increase (due to corresponding decreases in other items of the Operating Budget).

4.02. Books and Records. Manager will maintain accurate books and records of all funds received and disbursed in connection with Manager's management of the Property, and all leases, rent records, correspondence, and other papers and documents relating to the Property. All books and records are to be prepared and kept in accordance with generally accepted accounting principles consistently applied. All books, records, and files are open for inspection and audit by Owner. Manager shall ensure adequate control over all books, records, and files. Manager shall preserve all such books and records for at least [number] years after the close of the calendar year to which they relate. All files must be preserved until termination of this Agreement, at which time they are to be delivered to Owner.

4.03. Monthly Reports. Manager will, during the term of this Agreement, deliver to Owner the following monthly reports, on or before the [number] day of the following month:

a. An income and expense statement, by predetermined categories;

b. A statement of disbursements, itemizing each disbursement by check number and party paid;

c. A statement of receipts, listing all monies collected and grouping such monies by type;

d. A schedule of accounts receivable, itemizing all sums outstanding as of t he close of the accounting period;

e. A copy of all paid invoices; and

f. A payroll register listing with earnings, taxes, and deductions for each employee.

Manager will prepare such reports on a cash basis, in accordance with generally accepted accounting principles.

4.04. Annual Reports. Within [number] days after the end of each calendar year (and after the termination of this Agreement), Manager shall deliver to Owner (a) a profit and loss statement for that year and (b) a balance sheet for the Property as of the end of that year (or the termination date). Both reports are to be prepared in accordance with generally accepted accounting principles consistently applied by such independent certified public accountants as Manager shall designate.

4.05. Additional Reports. Owner may request additional accounting reports and records from time to time. Manager will provide such additional reports and records at Owner's expense.

Article V

MANAGER'S COMPENSATION

5.01. Reimbursement of Expenses. Owner shall reimburse Manager for all direct expenses of managing the Property that are set out in the Budget. Owner shall not include expenses incurred by Manager at Owner's general offices.

5.02. Management Fee. Owner shall pay Manager a monthly management fee for all services provided under this Agreement of ---------- dollars ($----------)

[Alternative Section]

5.02. Management Fee.

a. Amount. Owner shall pay Manager a monthly management fee for all services provided under this Agreement equal to ---------- percent (----------%) of Gross Receipts (as defined in Section 5.02(b)).

b. Definition. The term "Gross Receipts" means all amounts actually collected by Manager, as rents or other charges for use or occupancy of space or facilities, including furniture rental, parking, forfeited amounts collected as security, income from coin-operated machines, escalations, and other miscellaneous income relating to the Property. However, the term "Gross Receipts" shall not include other receipts, such as interest or investment income, tenants' utility income, insurance proceeds other than proceeds from rental interruption insurance, tax refunds, eminent domain awards, and dividends on insurance policies.

5.03. Leasing Commissions. Owner shall pay Manager a leasing commission for leases affecting the Property that are contracted by Manager equal to (a) ---------- percent (----------%) of the base rent, for leases of space not then occupied by an existing tenant, or (b) ---------- percent (----------%) of the base rent for renewals of leases of space then occupied by an existing tenant. If an outside cooperating broker is involved in any lease transaction, Owner will pay Manager an additional ---------- percent (----------%) of the base rent payable under the lease or renewal lease. On cancellation of this Agreement, all outstanding leasing commissions shall be due and payable.

Article VI

TERM AND TERMINATION

6.01. Initial Term. This Agreement shall commence on [date] and continue until [date], unless renewed or unless terminated sooner in accord with its provisions.

6.02. Automatic Renewal. Unless either Owner or Manager gives the other written notice of its intention not to renew this Agreement at least [number] days before expiration of the term, this Agreement shall be renewed and extended automatically, on the same terms and conditions (including the monthly management fees and/or commissions contained in Sections 5.02 and 5.03), on a month-to-month basis. Thereafter, this Agreement shall terminate when either Owner or Manager gives written notice to the other of its intention to terminate this Agreement at least [number] days in advance.

6.03. Default and Termination.

a. Conditions. This Agreement shall terminate in the following circumstances (and on the following dates):

i. Expiration of its term, as provided in Sections 6.01 and 6.02.

ii. When either party gives the other notice of its intent to terminate the Agreement due to a Default by the other. A Default, as used in this Agreement, means:

A. The failure of either party to comply with the express terms and conditions of this Agreement, and such failure not being corrected within [number] days following receipt of notice of such failure given by one party to the other;

B. The failure of Manager to follow the express terms of any written instruction or direction delivered by Owner to Manager pursuant to this Agreement, and such failure not being corrected within [number] days following receipt of notice of such failure given by Owner to Manager;

C. The intentional making of any false or misleading material statement of fact by one party to the other; or

D. Negligence committed by either party in carrying out the provisions of this Agreement.

The termination shall be effective [number] days following receipt by the receiving party of a notice from the other party detailing a Default. With respect to any failure delineated in (A) or (B) above, if such failure cannot reasonably be cured within such [number]-day period and if reasonable efforts to cure such failure are commenced within such [number]day period and are pursued with due diligence to conclusion, then there shall be no right to terminate this Agreement unless the failure is not cured within [number] days after the receipt of notice of the failure to comply with this Agreement.

iii. At the option of Owner, upon a sale of the Property. The termination is effective on the date of closing.

iv. If a receiver, liquidator, or trustee for either party is appointed by court order; or a bona fide petition is filed against either party under any bankruptcy, reorganization, or insolvency law; or either party files a petition in voluntary bankruptcy or requests reorganization under any provision of involuntary bankruptcy, reorganization, or insolvency law; or if either party makes an assignment for the benefit of creditors. In any such event, the other party may deliver written notice of termination, and termination shall be effective immediately upon its receipt.

b. Manager's Obligations. Termination of this Agreement under any of the provisions of this Section shall not release either party from liability for any period before termination. On termination:

i. Manager's right to utilize Owner's property, as described in Sections 3.01 and 3.02, shall immediately cease, but Owner agrees to pay Manager all amounts then owed by Owner to Manager under this Agreement;

ii. Manager shall deliver to Owner, as received, any monies due Owner under this Agreement;

iii. Manager shall deliver to Owner all materials and supplies, originals of books and records, keys, contracts,'and documents, and such other accountings, paper, and records pertaining to the Agreement or the Property as Owner reasonably requests (with Owner to pay for the reproduction or copying expenses for the making of such copies); and

iv. Manager shall assign such existing contracts relating to the operation and maintenance of the Property as Owner shall require (which by their terms are assignable), provided Owner agrees to assume all liability under such contracts.

6.04. Indemnification.

a. Owner's Obligation. Manager agrees to exercise Manager's best efforts to perform Manager's obligations under this Agreement. However, Manager, Manager's directors, officers, and employees, when carrying out the provisions of the Agreement or the directions of Owner, shall not be liable to Owner or to any other person for any act or omission except in cases of fraud, gross negligence, or intentional or grossly negligent failure to comply with laws, regulations, or orders of governmental authorities. Owner agrees to indemnify and hold harmless Manager, Owner's directors, officers, and employees from and against any liability, loss, damage, cost, or expense (including attorney fees) by reason of any act or omission, in the circumstances provided in this Section 6.04(a).

b. Manager's Obligation. Manager shall indemnify and hold Owner, Owner's officers, employers, directors, and attorneys-in-fact harmless from and against any and all claims, damages, losses, and expenses (including attorney fees) arising out of or resulting from gross negligence or willful misconduct on the part of Manager, Manager's officers, agents, and employees in the performance of Manager's duties under this Agreement.

c. Third Parties. Nothing contained in this Section 6.04 shall be deemed to create any rights in any person or entity that is not a party to this Agreement.

6.05. Right to Assign. Manager shall not, without Owner's prior written consent, assign any of Manager's rights or obligations under this Agreement. Owner may assign Owner's rights and obligations under this Agreement to any successor entitled to the Property, and upon such assignment, Owner shall be relieved of all liability accruing after the effective date of such assignment.

6.06. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited in the U.S. mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

If to Owner: [name and address].

If to Manager: [name and address].

Either party may change its address for notice under this Agreement, or may add additional addresses for notices, by giving [number] days' prior notice to the other in the manner set forth in this Section.

6.07. Entire Agreement. This Agreement shall constitute the entire agreement between the parties, and no modification of it shall be effective unless made by supplemental agreement in writing executed by the parties.

6.08. Severability. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, is deemed invalid or unenforceable, then such provision shall be modified to the minimum extent necessary to make it or its application valid or enforceable, and the validity and enforceability of all other provisions of this Agreement, and all other applications of such provisions, shall not be affected.

[dated]

[name of Owner]

By: [signature]

[title]

[name of Manager]

By: [signature]

[title]

This Section for Notary:

Acknowledgment

STATE OF -------)

) ss: [date]

COUNTY OF ------)

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

[signature]

[Name of Notary Public]

My commission expires: [date]

(Seal)