PROPERTY MANAGEMENT AGREEMENT

(New Jersey)

[// GUIDANCE: This is a comprehensive template drafted to New Jersey requirements. Delete all guidance notes and tailor bracketed items before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
   A. Engagement & Scope of Services
   B. Term
   C. Compensation & Expenses
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties. This Property Management Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [OWNER LEGAL NAME], a [STATE] [ENTITY TYPE], with principal address at [OWNER ADDRESS] (“Owner”), and [MANAGER LEGAL NAME], a [STATE] [ENTITY TYPE], with principal address at [MANAGER ADDRESS] (“Manager,” and together with Owner, the “Parties,” and each a “Party”).

2. Recitals.
   A. Owner is the fee simple owner of the real property and improvements commonly known as [PROPERTY ADDRESS / LEGAL DESCRIPTION] (the “Property”).
   B. Manager is duly licensed (or exempt) under applicable New Jersey real estate licensing law and is experienced in the management of residential/commercial property.
   C. Owner desires to engage Manager, and Manager desires to accept such engagement, to manage and operate the Property under the terms set forth herein.

3. Consideration. The mutual promises herein constitute adequate consideration.

4. Governing Law & Venue. This Agreement is governed by the laws of the State of New Jersey without regard to conflict-of-laws principles. Subject to Section VIII below, the state courts located in [COUNTY], New Jersey shall have exclusive jurisdiction.

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below (alphabetically):

“Affiliate” – any entity controlling, controlled by, or under common control with a Party.
“Applicable Law” – any federal, state, or local constitution, statute, regulation, ordinance, rule, permit, license, judgment, decree, or order applicable to a Party or the Property, including rules of the New Jersey Real Estate Commission.
“Management Fee” – compensation payable to Manager under Section III-C(1).
“Rent” – all revenues and other consideration of any kind received from tenants or occupants of the Property, including late fees and other charges.
“Trust Account” – one or more fiduciary accounts established and maintained by Manager in accordance with Section III-A(7).

[// GUIDANCE: Insert additional defined terms as needed and ensure consistency throughout the document.]

III. OPERATIVE PROVISIONS

A. Engagement & Scope of Services

1. Appointment. Owner hereby appoints Manager as the exclusive agent to supervise, direct, and control the management and operation of the Property, and Manager accepts such appointment.
2. Standard of Care. Manager shall perform the Services in a commercially reasonable manner consistent with professional property-management standards prevailing in New Jersey.
3. Specific Duties. Manager shall:
   a. Market and lease units, negotiate and execute leases in Owner’s name, and collect Rent;
   b. Maintain on-site staff, contractors, and vendors;
   c. Coordinate repairs, maintenance, and capital improvements within budget;
   d. Procure and maintain insurance required under Section VII-C;
   e. Prepare financial statements and remit net proceeds to Owner monthly;
   f. Comply with all disclosure obligations, including but not limited to lead-based paint, radon, and mold where required;
   g. Establish and administer the Trust Account(s) per Section III-A(7); and
   h. Take any other actions reasonably necessary or desirable for prudent management of the Property.
4. Limitations on Authority. Manager shall not, without Owner’s prior written consent:
   a. Sell or encumber the Property;
   b. Expend or commit funds in excess of $[LIMIT] for any single non-emergency item;
   c. Execute any lease exceeding [MAX LEASE TERM] months.
5. Employees & Contractors. All on-site personnel shall be employees or independent contractors of Manager, unless otherwise agreed in writing.
6. Licensing Compliance. Manager represents that it (and any supervised employees engaged in brokerage activity) holds and will maintain a valid New Jersey real estate broker’s license during the Term.
7. Trust Account Rules.
   a. Manager shall maintain one or more separate, FDIC-insured trust accounts titled “[OWNER NAME] – Trust Account” at a financial institution located in New Jersey.
   b. Rent and other receipts shall be deposited within [X] business days of receipt.
   c. Trust funds shall not be commingled with Manager’s operating funds.
   d. Disbursements shall be made only in accordance with Owner-approved budgets or written instructions.

B. Term

1. Initial Term. The term commences on the Effective Date and continues for [INITIAL TERM] years/months (the “Initial Term”), unless earlier terminated in accordance with this Agreement.
2. Renewal. The Agreement shall automatically renew for successive [RENEWAL TERM] year/month periods (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either Party delivers written non-renewal notice at least [NOTICE DAYS] days before the expiration of the then-current Term.

C. Compensation & Expenses

1. Management Fee. Owner shall pay Manager a monthly fee equal to [PERCENTAGE]% of the gross Rent collected for the preceding month, payable on or before the [DAY] day of each month.
2. Leasing Fee. For each new lease executed, Manager shall receive [LEASING FEE]% of the first full month’s Rent.
3. Maintenance & Repair Costs. Manager is authorized to expend Property funds for routine operating expenses and emergency repairs necessary to preserve life or property, subject to the spending limits in Section III-A(4).
4. Reimbursement of Advances. Owner shall reimburse Manager for all out-of-pocket costs reasonably incurred on Owner’s behalf, within [X] days after receipt of supporting documentation.
5. Audit Rights. Owner may, upon at least [10] business days’ notice, audit Manager’s books and records relating to the Property no more than twice per calendar year.

IV. REPRESENTATIONS & WARRANTIES

A. By Owner

1. Title and Authority;
2. Compliance with Loan Covenants;
3. Absence of Hazardous Materials (except as disclosed on Schedule 1).

B. By Manager

1. Organization, Good Standing, and Authority;
2. Valid Broker License;
3. No Conflicts or Litigation Impairing Performance;
4. Compliance with Anti-Discrimination, Fair Housing, and Applicable Law.

C. Survival

All representations and warranties shall survive termination of this Agreement for [12] months.

[// GUIDANCE: Expand or tailor reps and warranties based on asset class (e.g., multifamily vs. commercial retail).]

V. COVENANTS & RESTRICTIONS

1. Owner Covenants.
   a. Maintain adequate working capital and promptly fund budgeted and emergency expenditures;
   b. Provide Manager all existing service contracts, warranties, surveys, and environmental reports;
   c. Give Manager exclusive authority to handle tenant communications.

2. Manager Covenants.
   a. Maintain comprehensive records in accordance with GAAP;
   b. Keep Owner reasonably informed of material events;
   c. Provide monthly operating statements and variance reports within [15] days after month-end;
   d. Procure multiple bids for any contract exceeding $[THRESHOLD];
   e. Avoid conflicts of interest and disclose any Affiliate transactions in writing.

3. Notice & Cure. A Party alleging breach of a covenant shall deliver written notice specifying the breach; the breaching Party shall have [30] days (or such shorter period as commercially reasonable in emergencies) to cure.

VI. DEFAULT & REMEDIES

1. Events of Default:
   a. Material breach of this Agreement not cured within the applicable period;
   b. Willful misconduct, fraud, gross negligence, or violation of Applicable Law;
   c. Bankruptcy or insolvency of either Party;
   d. Loss or suspension of Manager’s broker license.

2. Owner Remedies (cumulative and in addition to law or equity):
   a. Immediate termination upon written notice;
   b. Withholding or offset of unpaid amounts;
   c. Specific performance or injunctive relief.

3. Manager Remedies:
   a. Suspension of non-critical services during Owner monetary default;
   b. Lien rights or statutory remedies for unpaid compensation;
   c. Termination upon [10] days’ notice for Owner’s uncured default.

4. Attorneys’ Fees. The prevailing Party in any action arising under this Agreement is entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

A. Indemnification

1. Manager Indemnity. Manager shall indemnify, defend, and hold harmless Owner, its Affiliates, and their respective directors, officers, employees, and agents from and against all claims, losses, damages, liabilities, penalties, fines, and expenses (including reasonable attorneys’ fees) arising out of (i) Manager’s breach of this Agreement, (ii) gross negligence or willful misconduct, or (iii) violation of Applicable Law.
2. No Reciprocal Indemnity. For the avoidance of doubt, Owner does not indemnify Manager except to the extent arising solely from Owner’s gross negligence or willful misconduct.

B. Limitation of Liability

Except for (i) gross negligence or willful misconduct, (ii) fraud, or (iii) liabilities that cannot be limited under Applicable Law, Manager’s aggregate liability under this Agreement shall not exceed the total Management Fees actually received by Manager during the [12] months immediately preceding the event giving rise to liability.

C. Insurance Requirements

1. Owner shall maintain property and liability insurance with minimum limits of $[LIMIT] per occurrence, naming Manager as an additional insured and providing primary, non-contributory coverage.
2. Manager shall maintain workers’ compensation and employers’ liability insurance as required by law and commercial general liability insurance with limits of at least $[LIMIT].
3. Each Party shall deliver certificates of insurance within [10] days of the Effective Date and upon renewal.

D. Force Majeure

Neither Party shall be liable for failure to perform to the extent delayed by events beyond reasonable control (excluding payment obligations), provided the affected Party gives prompt written notice and uses diligent efforts to mitigate.

VIII. DISPUTE RESOLUTION

1. Negotiation. The Parties shall first endeavor in good faith to resolve any dispute through executive-level negotiations lasting at least [30] days.

2. Arbitration (Optional).
   [OPTION A – Insert if Parties Elect Arbitration]
   Any dispute not resolved under Section VIII(1) shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, held in [CITY, NJ], before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
   [OPTION B – Delete if Arbitration Is Not Desired]

3. Forum Selection. Absent (or following) arbitration, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], New Jersey.

4. Jury Trial Waiver (Optional). [IF ELECTED] EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
5. Injunctive Relief. Notwithstanding anything herein, either Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent irreparable harm, without posting bond to the extent permitted by law.

IX. GENERAL PROVISIONS

1. Amendment & Waiver. No amendment or waiver is effective unless in writing signed by the Party against whom enforcement is sought.
2. Assignment. Manager may not assign this Agreement without Owner’s prior written consent, except to an Affiliate controllable by Manager that remains duly licensed; any other purported assignment is void. Owner may assign to a successor owner of the Property upon written notice.
3. Successors & Assigns. This Agreement binds and benefits the Parties and their legal successors and permitted assigns.
4. Severability. If any provision is held invalid, the remaining provisions remain enforceable, and the invalid provision shall be reformed to the minimum extent necessary to render it valid.
5. Integration. This Agreement constitutes the complete and exclusive statement of the Parties’ agreement and supersedes all prior oral or written agreements regarding its subject matter.
6. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including electronic or digital signatures), each of which is deemed an original, and all counterparts together constitute one instrument.
7. Notices. All notices must be in writing and delivered (i) by hand with signed receipt, (ii) by nationally recognized overnight courier, or (iii) by certified U.S. Mail, return receipt requested, to the addresses set forth in the preamble (or such other address as a Party designates by notice). Notice is deemed given upon delivery or refusal.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Add notary acknowledgment if required for recording or financing. For residential property, attach mandatory state/federal disclosure forms (e.g., lead-based paint).]