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KNOW ALL MEN BY THESE PRESENTS, That this Agreement is made between ________________________________, (hereinafter referred to as "Seller") and his/her/their/its successors and assigns and Mardell D. Topham of Utah Land and Water LLC doing business as UTAH WATER RIGHT EXCHANGE (hereinafter referred to as "Broker"). RECITALS: WHEREAS, the Seller warrants that he/she/they/it is/are the owner(s) of or legal representative(s) of the owner(s) of surface and/or ground-water rights (hereinafter referred to as the "Property") appurtenant to a well/land or stock in an irrigation company and more particularly described and identified as follows: Shares of water Stock in Irrigation Company Water Right Number Acre Feet Priority Acres Irrigated Families Livestock for use in Section Township Range Base & Meridian County of , State of ____________________ . WHEREAS, the Seller desires to employ the Broker and the Broker is willing to act for the Seller in selling the Seller's Property. WITNESSETH: NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed as follows: 1. The Seller shall employ the Broker as his/her/their/its exclusive agent to sell the Property for $___________ per acre foot (or per share) of water rights and upon the other terms and conditions contained herein. 2. The Broker accepts the appointment and shall use his best efforts to procure a ready, willing and able buyer of the Property in accordance with the terms of this Agreement. 3. The Seller shall pay the Broker a fee of percent ( %) of the purchase price if: (a) the Broker procures a buyer ready, willing and able to purchase the Property upon the terms contained in this Agreement or upon other terms acceptable to the Seller; or (b) If the Property is purchased by anyone who was introduced to the Property by the Broker during the term this Agreement is in full force and effect; or (c) for as long as any transaction is in progress before regulatory agencies or courts of law. (d) during the term of this Agreement, the Property is sold. 5. All notices under this Agreement shall be forwarded through the U.S. Post
Office by Certified Mail to the address of the parties hereto as set forth
below.
Mardell D. Topham, Broker IF TO SELLER: Name of Seller: _____________________________________________ 6. Broker shall indemnify Seller, its officers, directors, agents and employees against claims, demands, and causes of action arising during the performance of services and caused by the sole negligence or willful misconduct of Broker. 7. Seller its successors and assigns shall defend and save harmless Broker, its trustee(s) officers, directors, agents and employees from all claims, demands and causes of action except where such claims, demands, and causes of action shall have been caused by the sole negligence or willful misconduct of Broker. 8. Neither party nor their affiliated companies, nor the trustees, directors, officers, agents, employees, contractors, shareholders, certificate holders, or beneficiaries of any of the foregoing, shall be liable to the other in any action or claim for consequential or special damages, loss of profits, loss of opportunity, loss of product, or loss of use and any protection against liability for losses or damages afforded any individual or entity by these terms shall apply whether the action in which recovery of damages is sought is based on contract, tort (including sole, concurrent or other negligence and strict liability of any protected individual or entity), statute or otherwise. To the extent permitted by law, any statutory remedies which are inconsistent with these terms are waived. 9. Seller and its successors and assigns will hold Broker and its trustees, officers, employees, certificate holders, beneficiaries and Sellers harmless and indemnify them for any action instituted as a consequence of any claim for damages including but not necessarily limited to reasonable attorney's fees, expert fee(s), and any other costs. 10. Neither the Trustee(s), officers, employees, certificate holders, beneficiaries nor clients of Broker shall be held to any personal liability by reason of the performances of services hereunder and that Seller or its successors or assigns waives all rights and privileges against Broker, its employees, officers, certificate holders, beneficiaries or clients. 11. In the event of any court ordered judgment adverse to Broker, Seller or its successors or assigns agrees to look only to the assets of Broker for satisfaction thereof. 12. Broker's Services are performed as an independent contractor. 13. Broker will have no liability for any failure to perform or delay in performance due to any circumstances beyond its reasonable control, including, but not limited to, strikes, riots, wars, fires, flood, explosion, acts of nature, acts of governments, labor disturbances, delays in transportation or inability to obtain material or equipment. 14. The Seller's engagement of Broker represents Seller's acceptance of Broker's terms as set forth herein and which constitutes the entire understanding. 15. If any portion of this Agreement are held invalid or unenforceable, any remaining portion shall continue in full force and effect. 16. There shall be no assignment of the rights or obligations by either party and any assignment shall render the duties and obligations of the other party null and void. 17. This Agreement shall commence on the last date herein below inscribed and terminate one (1) year from the date of signature. SELLER:
_________________________________________________ By: _____________________________________________ By:______________________________________________ Mardell D. Topham Utah Water Right Exchange
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