TURNKEY MANAGEMENT AGREEMENT
This Turnkey Management Agreement (this “Agreement”) is made as of Insert Date, by and between:
Insert Your Name of Insert Address
Insert Client’s Name of Insert Client’s Address
WHEREAS the Client desires to engage the Manager to manage his/her property, and the Manager desires to retain, operate and manage the Client’s property on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
Article 1: Services Provided
The Manager will provide, supply and render such management and operational support services as are necessary to provide service to the Client.
The Manager agrees that at all times during the term of this Agreement it shall, to the extent the Client has adequate funds thereto: (a) Do nothing, and permit nothing to be done (which is within the control of the Manager), which will or might cause the property to be operated in an improper or illegal manner; (b) Not cause a default in any of the terms, conditions and obligations of any of the contracts and other agreements of the Client; and (c) To the extent permissible by law, maintain in full force its licenses and permits in the State of Texas and comply fully with all laws respecting its formation, existence, activities and operations.
(d) Allow the Client and the employees, attorneys, accountants and other
Manager shall not have the authority, without the express written consent of the Client, to purchase in the name of the Client, or for use by the Client in the property, any assets outside the ordinary course of business, or incur any indebtedness outside the ordinary course of business.
Article 2: Obligations of the Client
Prior to the expiration of this Agreement, the Client shall provide the Manager with true and correct information relating to all functions for which the Manager has responsibility hereunder, and shall not take any action to interfere with the Manager’s performance of its duties hereunder.
Article 3: Term
This Agreement will be in full force and operation for 60 days or until as terminated according to the terms of this Agreement.
Article 4: Consideration
The Client shall pay consideration to the Manager in the sum of $______.
While Manager is employed by the Client hereunder, the Client shall reimburse Manager for all reasonable and necessary out-of-pocket business, travel and entertainment expenses incurred by her in the performance of its duties and responsibilities hereunder, subject to the Client’s normal policies and procedures for expense verification and documentation.
Article 5: Indemnification
The Manager shall indemnify, defend and hold harmless the Client and his/her affiliates, their respective shareholders, officers, directors, employees, and agents, against and in respect of any and all losses, claims, damages, causes of action, actions, obligations, liabilities, deficiencies, suits, proceedings, actual out-of-pocket obligations and expenses (including cost of investigation, interest, penalties and reasonable attorneys’ fees) (collectively, “Losses”) arising out of or due to the operation on the property by Manager, her affiliates, agents, servants and/or employees after Closing under the provisions of this Agreement.
The Client shall indemnify, defend and hold harmless Manager and her affiliates, employees, and agents, against and in respect of any and all Losses arising out of or due to the operations on the property by Client, his/her affiliates, agents, servants and/or employees prior to the commencement of the term of this Management Agreement.
If a party entitled to indemnification (the “Indemnitee”) receives notice of any claim or the commencement of any action or proceeding with respect to which a party is obligated to provide indemnification (the “Indemnifying Party”) pursuant to this Article, the Indemnitee shall promptly give the Indemnifying Party notice thereof (Indemnification Notice”). Such Indemnification Notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement. Except as provided below, the Indemnifying Party may compromise, settle or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted liability of the Indemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, or defense against, any such asserted liability. If the Indemnifying Party provides the Indemnitee a defense to a third party claim at the Indemnifying Party’s cost with a qualified attorney, Indemnitee may participate and/or monitor the defense with an attorney of the Indemnitee’s selection (at the Indemnitee’s own expense). Provided that the Indemnifying Party pays for the full cost of the settlement of any claim, the Indemnifying Party may settle any claim without the consent of the Indemnitee. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.
Article 6: Dispute Resolution
If a dispute arises between the Parties, and it is not resolved prior to or after recording, the Parties shall first proceed in good faith to submit the matter to mediation. Costs related to mediation shall be mutually shared between or among the Parties. Unless otherwise agreed in mediation, the Parties retain their rights to proceed to arbitration or litigation.
Article 7: Miscellaneous Provisions
This Agreement sets forth the entire understanding and agreement among the parties hereto with reference to the subject matter hereof and may not be modified, amended, discharged or terminated except by a written instrument signed by the parties hereto.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to agreements made, delivered and to be performed within such State.
All of the terms and provisions of this Management Agreement shall be binding upon, inure to the benefit of, and be enforceable by each of the parties hereto and their respective successors and assigns. Except for affiliates of the Client and Manager and their respective employees and agents, no person other than the parties hereto shall be a third party beneficiary of this Agreement or have any rights hereunder.
No failure on the part of any party hereto to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other rights, power or remedy.
Any legal action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in any state or Federal court located in the State of Texas, and each party waives any objection which such party may now or hereafter have to the laying of the venue of any such action, suit or proceeding, and irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given by registered or certified mail, return receipt requested, or by any other means of mail which requires a signed receipt, postage prepaid, mailed to such party as herein provided. Nothing herein contained shall be deemed to affect the right to any party to service of process in any other manner permitted by law.
If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement, all of which shall remain in full force and effect.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
The Parties have duly executed this Turnkey Management Agreement on this ___ day of January, 2022.
Insert Your Full Name (the “Manager”)
Signature: ______________________________ Date:
Insert Client’s Name (the “Client”)
Signature: ______________________________ Date:
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