In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings ascribed to them hereunder, and such terms, when capitalized, shall be construed accordingly throughout this Agreement and any writings executed in connection herewith.

"Property" shall mean the residential real estate described in the recitals hereto, together with all land, buildings, structures, improvements, fixtures, equipment, furnishings and appurtenances now or hereafter situated thereon or affixed thereto, including without limitation all common areas, utility connections and ancillary installations serving the same, as such property may be more particularly described in writing by the Parties from time to time.

"Tenant" shall mean any natural or juridical person who, pursuant to a Lease executed in accordance with this Agreement, occupies or has the contractual right to occupy any portion of the Property in exchange for the payment of Rent, and shall include such person's permitted successors, assigns, invitees and household members.

"Lease" shall mean any residential tenancy agreement, lease, license, occupancy agreement or similar instrument entered into between the Owner (whether directly or acting through the Manager) and a Tenant with respect to all or any portion of the Property, together with all amendments, renewals, extensions, addenda and supplements thereto.

"Rent" shall mean all monies, charges, fees, deposits (other than refundable security deposits held in trust) and other consideration payable by a Tenant pursuant to a Lease, including without limitation base rent, additional rent, late fees, pet fees, utility reimbursements and any other sums collected on account of the Tenant's occupancy of the Property.

"Operating Account" shall mean the segregated bank account established and maintained by the Manager, in the name and for the benefit of the Owner, in which all Rent and other receipts attributable to the Property shall be deposited and from which authorized disbursements shall be made in accordance with the terms hereof.

"Reserve" shall mean the minimum cash balance which the Owner shall at all times maintain in the Operating Account, in the amount of [Currency] [Amount], or such other sum as the Parties may from time to time agree in writing, to defray ordinary operating expenses and minor repairs.

"Applicable Law" shall mean all statutes, ordinances, regulations, codes, rules, orders, judgments, decrees and other legally binding requirements of any governmental or quasi-governmental authority having jurisdiction over the Property, the Parties or the subject matter hereof, as the same may be amended, supplemented or replaced from time to time.

Words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; headings are inserted for convenience of reference only and shall not affect the construction hereof; the words "include", "including" and "in particular" shall be construed as being by way of illustration only and not as limiting the generality of any preceding words.

Subject to and in accordance with the terms, conditions, covenants and provisions of this Agreement, the Owner hereby appoints the Manager as the sole and exclusive agent of the Owner for the management, operation, leasing and maintenance of the Property, and the Manager hereby accepts such appointment and undertakes to discharge the duties and responsibilities incident thereto with reasonable care, skill and diligence.

The appointment conferred hereunder is exclusive in nature, and the Owner covenants that during the term of this Agreement the Owner shall not appoint any other person, firm or entity to perform property management services with respect to the Property, nor shall the Owner personally undertake such services save as expressly permitted hereunder.

The Manager shall act at all times as an independent contractor and not as an employee, partner, joint venturer or fiduciary of the Owner, save that the Manager shall owe the Owner such duties of good faith, loyalty and reasonable care as are customarily owed by a property manager to the owner it represents and such fiduciary duties as pertain to the handling of the Owner's funds.

The authority granted to the Manager hereunder shall be strictly limited to such acts, matters and things as are expressly set forth in this Agreement or as are reasonably necessary or incidental to the performance of the Manager's duties hereunder, and the Manager shall not, without the prior written consent of the Owner, undertake any act beyond the scope of such authority or bind the Owner to any obligation not expressly contemplated herein.

Nothing contained in this Agreement shall be construed as conferring upon the Manager any proprietary interest, estate or title in or to the Property, nor any right to possess, encumber, mortgage, hypothecate, sell, transfer or otherwise dispose of the Property or any part thereof.

The Manager shall, upon request of the Owner, execute such documents and provide such confirmations as may reasonably be required by any Tenant, lender, insurer, governmental authority or other third party to evidence the Manager's authority to act on behalf of the Owner with respect to the Property.

The Owner reserves the right, upon reasonable prior written notice to the Manager, to inspect the Property, examine the Manager's books and records relating to the Property, and otherwise exercise such rights of oversight as are consistent with the Owner's ultimate proprietary interest in the Property.

The Owner shall deliver to the Manager, promptly following the Effective Date, all documents, keys, access codes, titles, plans, warranties, service contracts, insurance policies, Tenant files, Lease documentation and other information in the Owner's possession or control which are reasonably necessary to enable the Manager to discharge its duties hereunder.

The Owner covenants and warrants that the Owner holds good, marketable and insurable title to the Property, free and clear of all liens, encumbrances, claims and restrictions save as have been disclosed in writing to the Manager prior to the Effective Date, and that the Owner has full right, power and authority to enter into this Agreement.

The Owner shall at all times maintain in the Operating Account the Reserve, and shall promptly, and in any event within [number] days of receipt of a written request from the Manager, replenish the Operating Account to the extent that the balance thereof falls below the Reserve or is insufficient to meet anticipated obligations relating to the Property.

The Owner shall be solely responsible for the payment of all mortgage installments, ground rents, real estate taxes, assessments, homeowners' or condominium association dues, income taxes and other charges imposed upon the Owner or the Property by reason of the Owner's proprietorship thereof, unless the Parties expressly agree in writing that the Manager shall remit such payments from the Operating Account.

The Owner shall procure and maintain in full force and effect throughout the term of this Agreement all insurance coverage required under this Agreement and under Applicable Law, and shall cause the Manager to be named as an additional insured on all liability policies pertaining to the Property.

The Owner shall promptly notify the Manager in writing of any matter which may materially affect the Property, the Leases, the Tenants or the Manager's ability to perform its duties hereunder, including without limitation any proposed sale, refinancing, condemnation, litigation or regulatory proceeding.

The Owner shall not interfere unreasonably with the Manager's lawful performance of its duties hereunder, shall not communicate directly with Tenants in a manner that undermines the Manager's authority, and shall channel all directions relating to the management of the Property through the Manager.

The Owner shall cooperate with the Manager in good faith, respond to the Manager's reasonable inquiries and requests for approval within a reasonable time (and in any event within [number] business days), and provide such additional authorizations as may be reasonably required to enable the Manager to discharge its obligations hereunder.

This Agreement shall come into force on the Effective Date and shall, unless sooner terminated in accordance with the provisions of this Agreement, continue in full force and effect for an initial period of [number] ([spelled-out number]) years (the "Initial Term").

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of [number] ([spelled-out number]) [months/years] each (each a "Renewal Term"), unless either Party shall have given the other Party written notice of non-renewal not less than [number] days prior to the expiration of the then-current term.

The Initial Term and each Renewal Term are hereinafter collectively referred to as the "Term". References in this Agreement to the Term shall, unless the context otherwise requires, include all periods of extension and renewal hereof.

The commencement of the Manager's active provision of services hereunder shall be deemed to occur on the Effective Date, provided that the Owner shall have delivered to the Manager all materials, authorizations and access reasonably required to enable the Manager to commence performance.

Any extension of the Term beyond the periods contemplated by the automatic renewal mechanism set forth above shall require the mutual written consent of the Parties, which consent may be given or withheld in each Party's sole discretion.

Those provisions of this Agreement which by their nature are intended to survive termination or expiration, including without limitation provisions relating to accounting, final reports, confidentiality, indemnification, governing law and dispute resolution, shall survive the expiration or termination of this Agreement and remain in full force and effect.

The Manager shall, as agent of the Owner and subject to the limitations herein set forth, provide the following services with respect to the Property: the day-to-day management, operation, leasing, marketing, maintenance, repair and administration of the Property, including the solicitation, screening and selection of Tenants, the negotiation and execution of Leases on behalf of the Owner, the collection of Rent and other sums due, the handling of Tenant inquiries and complaints, and the general preservation of the Property.

The Manager shall market and advertise the Property for lease through such reasonable channels as the Manager deems appropriate, including online rental platforms, local listings and such other media as are customary for comparable residential properties in the locality, and shall bear the ordinary cost of such advertising unless the Parties otherwise agree in writing.

The Manager shall receive, process and respond to Tenant inquiries, maintenance requests and complaints promptly and professionally, and shall establish and maintain appropriate procedures to ensure the orderly handling of such communications during both business and emergency hours.

The Manager shall engage, supervise and, where necessary, dismiss such contractors, suppliers, vendors and service providers as are reasonably required for the proper maintenance and operation of the Property, provided that any single engagement exceeding [Currency] [Amount] shall require the prior written consent of the Owner save in the case of emergencies as hereinafter provided.

The Manager shall conduct periodic physical inspections of the Property, not less than [number] times per calendar year, and shall report the results of such inspections to the Owner together with recommendations for any corrective or preventative action.

The Manager shall maintain regular communication with the Owner concerning the status of the Property, significant developments affecting the Property or the Tenants, and such other matters as may be of material interest to the Owner.

The Manager shall ensure that the operation of the Property is conducted in material compliance with Applicable Law, including without limitation fair housing requirements, health and safety codes, building codes and tenancy regulations, and shall promptly notify the Owner of any material non-compliance of which the Manager becomes aware.

The Manager shall not, without the prior written consent of the Owner, (i) encumber the Property, (ii) incur capital expenditures exceeding the thresholds herein set forth, (iii) initiate litigation on behalf of the Owner, or (iv) take any action materially inconsistent with the Owner's instructions properly given hereunder.

The Manager shall arrange, supervise and procure the performance of all ordinary repairs and routine maintenance reasonably necessary to keep the Property in good tenantable condition and in material compliance with Applicable Law, and shall cause such work to be performed in a workmanlike manner by qualified contractors.

For any single repair, maintenance item or capital improvement the aggregate cost of which does not exceed [Currency] [Amount] (the "Expenditure Threshold"), the Manager is hereby authorized to proceed without the prior written consent of the Owner, provided that such expenditure is funded from available monies in the Operating Account.

For any expenditure exceeding the Expenditure Threshold, the Manager shall obtain the prior written consent of the Owner before incurring the same, and shall, where reasonably practicable, provide the Owner with not less than [number] competitive bids or estimates from qualified contractors to inform the Owner's decision.

Notwithstanding the foregoing, the Manager may, in cases of genuine emergency involving an imminent threat to life, health, safety or the structural integrity of the Property, undertake such immediate repairs as are reasonably necessary to abate the emergency, without the prior consent of the Owner, provided that the Manager shall notify the Owner of such emergency and the action taken as soon as reasonably practicable thereafter.

All capital improvements, alterations and additions to the Property, other than those undertaken pursuant to the emergency provisions above, shall require the prior written approval of the Owner, who shall retain full discretion as to the scope, specifications and timing of such works.

The Manager shall maintain complete and accurate records of all repairs, maintenance and capital improvements undertaken with respect to the Property, including copies of invoices, contracts, warranties and inspection reports, and shall make the same available to the Owner upon request.

The Manager shall ensure that all contractors, suppliers and service providers engaged with respect to the Property carry appropriate insurance, including liability and workers' compensation coverage where applicable, and shall obtain evidence of such coverage prior to the commencement of work.

The cost of all repairs, maintenance and capital improvements shall be borne by the Owner and shall be paid from the Operating Account, provided that no such cost shall be deemed a reimbursable expense of the Manager unless incurred in accordance with the provisions of this section.

The Manager shall discharge all duties hereunder honestly, diligently, in good faith and with the degree of care, skill and prudence customarily exercised by a professional property manager with respect to comparable residential properties in the locality of the Property.

The Manager shall at all times act in the best interests of the Owner, avoid any conflict of interest, and shall promptly disclose to the Owner any actual or potential conflict of interest of which the Manager becomes aware, including without limitation any proposed engagement of an affiliate of the Manager as contractor or supplier.

The Manager shall maintain, at the Manager's own expense, all licenses, permits, registrations and authorizations required by Applicable Law to perform the services contemplated hereunder, and shall promptly notify the Owner of the suspension, revocation or lapse of any such license or authorization.

The Manager shall maintain, at the Manager's own expense, errors and omissions insurance (professional indemnity insurance) and general liability insurance in amounts not less than [Currency] [Amount] per occurrence, and shall provide the Owner with evidence of such coverage upon request.

The Manager shall not comingle any monies received on behalf of the Owner with the Manager's own funds or the funds of any other owner or client, and shall at all times maintain the Operating Account and any security deposit trust account strictly segregated and in accordance with Applicable Law.

The Manager shall promptly remit to the Owner, in accordance with the provisions hereof, all monies collected on the Owner's behalf, less authorized deductions for management fees, reimbursable expenses and the Reserve.

The Manager shall faithfully comply with all lawful directions and instructions of the Owner given in connection with the management of the Property, provided that such directions do not require the Manager to act in violation of Applicable Law or in breach of any Lease.

The Manager shall cooperate fully with any audit, inspection, inquiry or investigation conducted by or on behalf of the Owner, any insurer or any governmental authority with respect to the Property or the services rendered hereunder.

The Manager shall not, during the Term, accept any rebate, commission, kickback or undisclosed benefit from any contractor, supplier or Tenant in connection with the Property, and any such benefit received shall be promptly disclosed to and remitted to the Owner.

The Manager shall solicit, screen and select prospective Tenants in accordance with written leasing criteria established by the Owner from time to time or, in the absence of such criteria, in accordance with reasonable industry standards for residential property management.

The screening process shall include, to the extent lawful, verification of identity, employment and income, review of credit history, review of prior rental history, criminal background checks where permitted by Applicable Law, and such other inquiries as are customary and lawful for the type of residential tenancy in question.

The Manager shall at all times conduct Tenant screening and selection in strict compliance with all fair housing, anti-discrimination and consumer protection requirements of Applicable Law, and shall not discriminate against any applicant on any protected ground.

The Manager is hereby authorized to negotiate and execute Leases with selected Tenants on behalf of the Owner, substantially in the form approved in writing by the Owner, provided that the Rent, term, security deposit and other material commercial provisions shall conform to parameters previously approved by the Owner in writing.

The Manager shall administer all Leases during their term, including the service of statutory notices, the collection of Rent, the enforcement of Tenant obligations, the handling of Lease renewals and extensions, and the coordination of move-ins and move-outs.

The Manager shall take reasonable steps to ensure full and timely performance by Tenants of their obligations under their respective Leases, and shall promptly notify the Owner of any material default by a Tenant and shall, subject to the Owner's prior written consent, undertake such remedial action (including the service of notices to quit and the commencement of eviction proceedings) as may be appropriate.

Upon termination of any Lease, the Manager shall conduct a move-out inspection, document the condition of the premises, and account for the Tenant's security deposit in accordance with the Lease and Applicable Law, with any disputed deductions being reported to the Owner for direction.

The Manager shall maintain complete Tenant files, including the executed Lease, screening documentation, correspondence, inspection records and payment history, and shall preserve such files for the period required by Applicable Law or, if longer, for [number] years following the termination of the applicable tenancy.

In consideration of the services to be rendered by the Manager hereunder, the Owner shall pay to the Manager a management fee equal to [number] percent ([number]%) of the gross Rent actually collected and received into the Operating Account during each calendar month (the "Management Fee").

The Management Fee shall be calculated solely on the basis of Rent actually collected and shall not accrue in respect of Rent that is invoiced but uncollected, nor in respect of refundable security deposits, nor in respect of any sums collected and refunded to Tenants.

The Manager shall be entitled to deduct the Management Fee from the Operating Account on a monthly basis, promptly following the end of each calendar month, and shall reflect such deduction in the monthly accounting statement rendered to the Owner.

In addition to the Management Fee, the Manager shall be entitled to reimbursement, from the Operating Account, of all reasonable out-of-pocket expenses actually incurred by the Manager in the proper discharge of its duties hereunder, including without limitation payments to contractors, suppliers, utility providers and service vendors engaged in accordance with this Agreement.

The following items shall not be reimbursable to the Manager and shall be borne by the Manager at its own cost: the Manager's own overhead and administrative expenses, the salaries and benefits of the Manager's employees, the cost of the Manager's own insurance, licenses and professional memberships, and ordinary office supplies and communications costs.

The Owner shall not be liable for the payment of any fee, commission or charge to the Manager other than as expressly set forth in this Agreement, and the Manager shall not, without the Owner's prior written consent, impose any surcharge, markup or administrative fee upon any expense reimbursed hereunder.

The Manager shall not be entitled to any leasing commission, placement fee, renewal fee, early termination fee or similar charge in addition to the Management Fee unless expressly agreed in writing by the Owner.

Any taxes, duties or similar imposts lawfully payable in respect of the Management Fee shall be borne by the Party upon whom such obligation is imposed by Applicable Law, and neither Party shall be liable for the tax obligations of the other.

The Manager shall establish and maintain, in the name and for the benefit of the Owner, the Operating Account at a reputable financial institution of good standing, and shall deposit therein all Rent and other receipts attributable to the Property promptly following receipt, and in any event no later than [number] business days after receipt.

The Manager shall likewise establish and maintain, where required by Applicable Law or by any Lease, a separate trust or escrow account for the holding of refundable Tenant security deposits, which account shall be segregated from the Operating Account and from the Manager's own funds and shall be administered in strict accordance with Applicable Law.

The Manager shall use commercially reasonable efforts to collect all Rent and other sums due from Tenants in a timely manner, and shall promptly undertake such collection, demand and enforcement activities as may be appropriate in the event of non-payment.

Rent shall be deemed collected only when the funds have been received, cleared and are available in the Operating Account; the Manager shall bear the risk of loss arising from any failure on its part to properly handle, deposit or safeguard funds, but shall not bear the risk of a Tenant's non-payment or insolvency.

The Manager shall, on or before the [number] day of each calendar month, remit to the Owner, by electronic transfer to a bank account designated in writing by the Owner, all monies then held in the Operating Account in excess of the Reserve and in excess of amounts reasonably required to meet anticipated obligations maturing within the following [number] days.

The Manager shall not, save as expressly authorized hereunder, apply any monies held in the Operating Account to the payment of any obligation of the Owner, nor use such monies for any purpose unrelated to the Property.

In the event that the funds available in the Operating Account are insufficient to meet an obligation properly incurred in respect of the Property, the Manager shall notify the Owner in writing, and the Owner shall, within [number] days of such notice, deposit sufficient additional funds into the Operating Account to meet the obligation; the Manager shall not be required to advance its own funds for the Owner's account.

The Manager shall maintain full, true, complete and accurate books, records and accounts of all transactions, receipts, disbursements, assets and liabilities relating to the Property, in accordance with sound accounting principles consistently applied, and shall preserve the same for a period of not less than [number] years, or such longer period as may be required by Applicable Law.

The Manager shall, on or before the [number] day of each calendar month, furnish to the Owner a monthly accounting statement with respect to the preceding calendar month, which statement shall include: an itemized schedule of Rent and other receipts; an itemized schedule of disbursements; the Management Fee deducted; the opening and closing balances of the Operating Account; and the balance of any security deposit trust account.

The Manager shall furnish to the Owner, within [number] days following the end of each calendar year, an annual summary report with respect to the Property, together with such supporting documentation as the Owner may reasonably require for tax, accounting and reporting purposes.

All books, records and accounts maintained by the Manager with respect to the Property shall be the property of the Owner, and shall be made available for inspection, examination, copying and audit by the Owner or its duly authorized representatives at any reasonable time upon reasonable prior notice.

The Owner shall have the right, at the Owner's own expense, to cause an independent audit of the books, records and accounts maintained by the Manager with respect to the Property to be conducted; provided that if any such audit shall disclose an error, overcharge or discrepancy to the Owner's detriment in excess of [number] percent ([number]%) of the amounts under review, the cost of the audit shall be borne by the Manager.

The Manager shall promptly rectify any error, overcharge or discrepancy identified in any accounting statement or audit, and shall remit to the Operating Account or to the Owner, as applicable, any sum found to have been improperly retained or deducted by the Manager.

Upon termination or expiration of this Agreement, the Manager shall deliver to the Owner all books, records, accounts, Tenant files, Lease documentation and other materials relating to the Property in the Manager's possession or control, together with a final accounting as hereinafter provided.

The Owner shall, at the Owner's own expense, procure and maintain in full force throughout the Term appropriate insurance in respect of the Property, including property insurance, comprehensive general liability insurance in an amount not less than [Currency] [Amount] per occurrence, and such additional coverage as may be prudent or required by Applicable Law.

The Manager shall be named as an additional insured under all liability policies maintained by the Owner in respect of the Property, and the Owner shall furnish to the Manager, upon request, certificates evidencing such insurance.

The Manager shall, at the Manager's own expense, procure and maintain the insurance referred to in this Agreement, and shall ensure that such policies include a waiver of subrogation in favor of the Owner where commercially available.

The Manager shall indemnify, defend and hold harmless the Owner and the Owner's officers, directors, members, employees, affiliates, agents, successors and assigns from and against any and all losses, damages, liabilities, claims, demands, actions, proceedings, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or resulting from (i) any negligent act or omission, willful misconduct, fraud or dishonesty of the Manager or its employees, officers, agents or subcontractors; (ii) any material breach by the Manager of its obligations, representations or warranties hereunder; (iii) any violation by the Manager of Applicable Law; or (iv) any misappropriation, mishandling or improper comingling of funds by the Manager.

The Owner shall indemnify the Manager against third-party claims arising directly out of defects in the Property existing prior to the Effective Date and not caused or exacerbated by the Manager, and against claims arising from the Owner's own willful misconduct or breach of this Agreement, provided that the Owner's indemnification obligation shall in no event extend to any matter arising from the Manager's negligence, willful misconduct, breach, or violation of Applicable Law.

Each Party shall promptly notify the other upon becoming aware of any claim, demand, action or proceeding that may give rise to indemnification hereunder, and shall cooperate reasonably in the defense of the same; provided that the indemnifying Party shall not settle any claim in a manner adverse to the indemnified Party without the indemnified Party's prior written consent.

The indemnification obligations set forth in this section shall survive the expiration or termination of this Agreement and shall be in addition to, and not in substitution for, any other rights or remedies available to the indemnified Party at law or in equity.

Notwithstanding any provision herein to the contrary, the Manager's liability to the Owner shall not be limited in respect of (i) fraud, willful misconduct or gross negligence of the Manager, (ii) misappropriation or improper handling of Owner's funds, (iii) breach of confidentiality or data protection obligations, or (iv) matters that cannot lawfully be limited under Applicable Law.

Each Party represents and warrants to the other Party that it has full right, power, authority and capacity to enter into this Agreement and to perform its obligations hereunder, and that this Agreement, when executed, shall constitute its legal, valid and binding obligation enforceable in accordance with its terms.

Each Party represents and warrants that the execution and delivery of this Agreement and the performance of its obligations hereunder do not and shall not conflict with, or constitute a default under, any other agreement, instrument, judgment, order or obligation to which it is a party or by which it is bound.

The Owner represents and warrants that the Owner holds good and marketable title to the Property, subject only to such liens, encumbrances and restrictions as have been disclosed in writing to the Manager prior to the Effective Date.

The Manager represents and warrants that it possesses the professional qualifications, experience, personnel and resources necessary to perform the services contemplated hereunder in a professional and workmanlike manner, and that it holds, and shall maintain throughout the Term, all licenses, permits and authorizations required by Applicable Law for the performance of such services.

The Manager represents and warrants that neither it nor, to its knowledge, any of its principals, officers or key personnel has been convicted of, or is currently charged with, any crime involving dishonesty, breach of trust, fraud or moral turpitude, nor is subject to any disciplinary action or professional sanction that could materially impair its ability to perform hereunder.

The Manager represents and warrants that it has not entered into, and shall not enter into, any arrangement or understanding that would give rise to a conflict of interest with the Owner, and that it shall perform its duties hereunder solely in the interests of the Owner and in accordance with the standard of care herein prescribed.

Each Party acknowledges that the representations and warranties set forth in this section are material and have been relied upon by the other Party in entering into this Agreement, and each Party covenants that such representations and warranties shall remain true and accurate throughout the Term.

This Agreement may be terminated by either Party, at any time and for any reason or no reason, upon giving the other Party not less than [number] days' prior written notice of termination; provided that the Owner may, in its discretion, terminate immediately upon such notice by paying to the Manager the Management Fee that would otherwise have accrued during the notice period, calculated on the basis of the average monthly Management Fee for the preceding three (3) months.

Notwithstanding the foregoing, the Owner may terminate this Agreement forthwith by written notice to the Manager, without liability for any notice period, upon the occurrence of any of the following: (i) a material breach by the Manager which, if capable of remedy, has not been remedied within [number] days of written notice thereof; (ii) any fraud, dishonesty, willful misconduct, misappropriation of funds or gross negligence on the part of the Manager; (iii) the Manager's loss, suspension or revocation of any license required for the performance of the services hereunder; (iv) the insolvency, bankruptcy, liquidation or assignment for the benefit of creditors of the Manager; or (v) a change of control of the Manager not consented to in writing by the Owner.

The Manager may terminate this Agreement upon written notice to the Owner in the event that the Owner shall fail to pay any undisputed sum due to the Manager within [number] days after written demand therefor, or shall materially breach this Agreement and fail to cure such breach within [number] days of written notice.

Upon the termination or expiration of this Agreement, howsoever occurring, the Manager shall, within [number] days of the effective date of termination, (i) deliver to the Owner all monies held in the Operating Account and in any security deposit trust account, together with a final accounting; (ii) deliver to the Owner all books, records, Tenant files, Lease documentation, keys, access codes and other materials relating to the Property; and (iii) cooperate reasonably in the orderly transition of management to the Owner or to a successor property manager designated by the Owner.

The Manager shall be entitled to receive the Management Fee accrued and payable in respect of Rent actually collected up to the effective date of termination, together with reimbursement of properly incurred reimbursable expenses, but shall not be entitled to any fee, commission, severance or compensation in respect of the period following termination.

Termination of this Agreement shall not affect any rights or obligations of the Parties which have accrued prior to the effective date of termination, nor shall it affect any provision of this Agreement which by its nature is intended to survive termination.

Following termination, the Manager shall cease to hold itself out as agent or representative of the Owner, shall cease all communications with Tenants on behalf of the Owner (save as reasonably necessary to effect an orderly transition), and shall take such further acts as the Owner may reasonably require to confirm the cessation of the Manager's authority.

Each Party (the "Receiving Party") covenants that it shall hold in strict confidence, and shall not disclose to any third party or use for any purpose other than the performance of this Agreement, any non-public information disclosed to it by the other Party (the "Disclosing Party") or acquired by it in connection with the performance of this Agreement, including without limitation financial information, Tenant information, business arrangements and trade secrets ("Confidential Information").

The obligations of confidentiality set forth above shall not apply to information which (i) is or becomes publicly available other than by breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Confidential Information; or (iv) is required to be disclosed pursuant to Applicable Law or by order of a court or governmental authority of competent jurisdiction, provided that the Receiving Party gives prompt notice to the Disclosing Party to permit it to seek a protective order.

The Manager shall process any personal data relating to Tenants, applicants, employees or other individuals in strict compliance with all data protection laws applicable to the Property and the Parties, and shall implement and maintain appropriate technical and organizational measures to protect such personal data against unauthorized access, loss, alteration or disclosure.

The Manager shall promptly notify the Owner of any actual or suspected personal data breach or security incident affecting personal data relating to the Property, Tenants or applicants, and shall cooperate with the Owner in investigating and remediating the same and in satisfying any notification obligations under Applicable Law.

The Manager shall not transfer any personal data relating to the Property, Tenants or applicants outside of [Country/jurisdiction of the Property] without the prior written consent of the Owner and without putting in place such safeguards as are required by Applicable Law.

Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party, or at the Disclosing Party's option destroy, all Confidential Information in its possession or control, together with all copies, extracts and derivative materials, save as may be required to be retained by Applicable Law.

The obligations of confidentiality and data protection set forth in this section shall survive the termination or expiration of this Agreement for a period of [number] years, or indefinitely in the case of information constituting a trade secret or personal data.

All notices, demands, requests, consents, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when (i) delivered personally; (ii) sent by registered or certified mail, postage prepaid, return receipt requested; (iii) sent by nationally recognized overnight courier with written confirmation of delivery; or (iv) sent by electronic mail to the address specified for such purpose, with confirmation of receipt.

Notices shall be addressed to the Parties at the addresses set forth in the preamble to this Agreement, or at such other address as either Party may designate by written notice given to the other Party in accordance with this section.

For the Owner: [Owner Address]; Attention: [Name/Title]; Email: [Owner Email]; Telephone: [Owner Phone].

For the Manager: [Manager Address]; Attention: [Name/Title]; Email: [Manager Email]; Telephone: [Manager Phone].

A notice given by personal delivery or overnight courier shall be deemed received on the date of delivery; a notice given by registered or certified mail shall be deemed received on the [number] business day following the date of posting; a notice given by electronic mail shall be deemed received on the business day of transmission, provided such transmission is completed before [time] local time of the recipient, failing which it shall be deemed received on the next business day.

Routine operational communications relating to the day-to-day management of the Property, including maintenance requests, Tenant inquiries and reporting, may be transmitted by electronic mail or such other means as the Parties may agree, and shall not require formal notice under this section.

A Party may change its address or other contact details for the purpose of this section by giving the other Party not less than [number] days' prior written notice of such change.

This Agreement shall be governed by, construed and enforced in accordance with the laws of [Jurisdiction], without regard to any conflict-of-law principles that would require the application of the laws of any other jurisdiction.

The Parties shall endeavor to resolve amicably, by good-faith negotiation, any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination (each a "Dispute"), and either Party may initiate such negotiations by written notice to the other.

In the event that any Dispute is not resolved by good-faith negotiation within [number] days of the written notice initiating such negotiations, the Parties shall, as a condition precedent to further proceedings, submit the Dispute to confidential mediation administered by a mutually agreed mediator, with each Party bearing its own costs of mediation and the mediator's fees being shared equally.

If the Dispute is not resolved by mediation within [number] days of the appointment of the mediator, either Party may refer the Dispute to final and binding arbitration before [one (1) / three (3)] arbitrator(s) under the rules of [Arbitral Institution], the seat of arbitration being [Seat] and the language of arbitration being English.

Notwithstanding the foregoing, either Party may at any time apply to a court of competent jurisdiction for interim, injunctive, provisional or emergency relief, or for the enforcement of any arbitral award or settlement reached pursuant to this section, without thereby waiving its right to arbitrate the merits of any Dispute.

The prevailing Party in any arbitration or litigation arising out of this Agreement shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs and expenses incurred in connection therewith, in such amount as the arbitrator or court shall determine.

The arbitration proceedings and any award rendered therein shall be confidential, and neither Party shall disclose the existence, content or results of the arbitration save as may be required for the enforcement of the award, in response to legal process, or with the written consent of the other Party.

This Agreement, together with any writings expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations and warranties, whether written or oral, with respect to such subject matter.

No amendment, modification, supplement or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties; and no waiver of any breach of this Agreement shall be deemed a waiver of any other or subsequent breach.

The Manager shall not assign, transfer, subcontract or delegate any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Owner, which consent the Owner may give or withhold in its sole and absolute discretion; the Owner may assign this Agreement to any purchaser of the Property or any affiliate of the Owner upon written notice to the Manager.

If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect; the Parties shall negotiate in good faith to replace the severed provision with a valid and enforceable provision having an effect as close as possible to the original intent.

Neither Party shall be liable for any failure or delay in the performance of its obligations hereunder (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, war, civil unrest, pandemic, governmental action or utility failure; the affected Party shall promptly notify the other Party of such force majeure event and shall use reasonable efforts to mitigate its effects.

This Agreement is made solely for the benefit of the Parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

The relationship between the Parties shall at all times be that of principal and independent contractor, and nothing in this Agreement shall be deemed to create a partnership, joint venture, employment relationship or agency beyond that expressly provided for herein.

This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed an original and all of which together shall constitute one and the same instrument; delivery of an executed counterpart by electronic transmission (including PDF or recognized electronic signature platform) shall be effective as delivery of an originally executed counterpart.

The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof; references to any gender include every gender, references to the singular include the plural, and references to any statutory provision include any amendment or re-enactment thereof.