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MANAGEMENT AGREEMENT BETWEEN OWNER AND AGENT THIS MANAGEMENT AGREEMENT ("Agreement"), made this [date of signing], by and between [owner name] (hereinafter referred to as the "Owner") with offices at [owner address] and KETTLE & OAK TEXAS LLC (hereinafter referred to as the "Agent") with offices at 430 S Texas 6 #204, Houston, TX 77079. In consideration of the covenants herein contained, the parties hereto agree as follows:

1. Appointment. The Owner hereby appoints the Agent, and the Agent hereby accepts appointment, on the terms and conditions hereinafter provided, as the Owner's exclusive agent to manage, rent, lease and operate the property/properties as listed in correspondence and/or under management (hereinafter referred to as the "Premises") listed on Exhibit A attached hereto as modified from time to time by written agreement between Owner and Agent. Each property managed by Agent hereunder is hereinafter referred to as a "Property" or the "Premises" and collectively as the "Properties". The Properties consist of single-family and multi-family residential rental properties and residential condominium buildings. Agent acknowledges that Owner owns the Properties directly or indirectly and for purposes of this Agreement the term “Owner” shall include all entities which are controlled by or under common control with Owner.

2. Term and Renewal. The term of this Agreement shall be for 1 year, beginning on the date above, and shall thereafter automatically renew for 1 year additional periods on the same terms and conditions as are herein contained unless on or before 30 days prior to the expiration of any period, either party hereto notifies the other in writing that it elects to terminate this Agreement. Additionally, Owner shall have the right to terminate this Agreement with respect to an individual Property from time to time without terminating the Agreement with respect to all Properties. Notwithstanding anything contained herein to the contrary, Owner and Agent agree that this Agreement will relate to [#] properties as designated in writing by Owner. Owner shall have the right to terminate this Agreement with respect to the [#] properties at any time during the sixty (60) day period occurring after the parties’ execution of this Agreement.

3. Responsibilities of Agent. The Owner agrees to give the Agent the following authority and powers (all or any of which may be exercised in the name of the Owner) and agrees to assume all expenses in connection therewith:

3.1. To prepare a proposed operating budget and management plan (by request from Owner) with respect to each individual Property that describes the proposed maintenance, management and operating activities for each such Property, subject to the approval by Owner. If the Operating Budget has not been approved by the beginning of the new fiscal year, the normal recurring operating expenses per the approved operating budget from the previous year shall remain in effect. Agent shall not expend any sums in excess of the approved operating budget or take any action not expressly set forth in the approved management plan without Owner's prior written consent;

3.2. To cause to be hired, paid and supervised all persons necessary to be employed in order to properly maintain and operate the Premises who, in each instance, shall be the Agent’s employees and/or contractors, and cause to be discharged all persons unnecessary or undesirable and execute and file all returns and other instruments and perform all acts required of the Owner as an employer with respect to the Premises;

3.3. To cause the Premises to be maintained in such conditions as may be deemed advisable by the Owner, and cause routine repairs and incidental alterations of the building to be made, including, but not limited to, electrical, plumbing, carpentry, masonry and other routine repairs and incidental alterations as may be required in the course of ordinary maintenance and care of the Premises. Agent will do repairs or maintenance activities involving an expenditure in excess of $300.00 per service per unit located in a Property (and not to exceed $1500 per calendar month per unit located in the Property; subject to change per addendum, if applicable) only with the approval of the Owner. Emergency repairs, i.e., those immediately necessary for the preservation or safety of the Premises or for the safety of the tenants of the Premises or other persons, or required to avoid the suspension of any necessary service in or to the Premises may be made by the Agent up to a per-occurrence cap of Two Thousand Dollars ($2,000) (subject to modification upon Owner's discretion), without the prior approval of the Owner if the Agent makes a reasonable attempt to communicate with the Owner in order to obtain such approval. Owner acknowledges that a tenant’s repair notice given to the Agent, as the person to whom rent is normally paid, may constitute notice to the landlord under Section 92.052 of the Texas Property Code. Agent shall therefore submit any request for Owner approval promptly after receiving notice of a condition, and the parties shall cooperate so that any repair the Owner is obligated to make under Subchapter B, Chapter 92, Texas Property Code, is made with diligent effort within a reasonable time as required by Section 92.056 of that Code (which presumes, subject to rebuttal, that seven (7) days is a reasonable time).

Emergency and Non-Emergency Repair Protocol. (a) True Emergency Definition. A true emergency is any condition that creates an immediate threat to: (i) the life or safety of any tenant, occupant, or other person on the Premises; (ii) the structural integrity of the building or unit; or (iii) a condition, including the loss of an essential service, that materially affects the physical health or safety of an ordinary tenant within the meaning of Section 92.052 of the Texas Property Code and cannot reasonably be deferred without further harm. True emergencies include without limitation: burst or actively leaking water supply pipes, including pipes damaged by freezing temperatures; active sewage flow into a unit or common area; complete loss of hot or cold water service to the unit or building; flooding or storm-water intrusion into a unit, or an active roof leak or other storm, wind, or hurricane damage that exposes the interior of a unit or building to the elements; total loss of heat when outdoor temperatures are at or near freezing; loss of air conditioning during periods of extreme heat where the loss materially affects the health or safety of an occupant; gas leak (actual or suspected); carbon monoxide alarm activation; electrical sparking, smoke, or burning smell from any outlet, switch, panel, or fixture; exposed live wiring accessible to tenants; broken or compromised exterior door, window, lock, or other security device required by Subchapter D, Chapter 92, Texas Property Code, preventing a unit from being secured; a tenant report of an inoperable smoke alarm (Subchapter F, Chapter 92, Texas Property Code); active fire or structural collapse risk; confirmed bed bug presence; and active rodent infestation.

(b) True Emergency Protocol. The Agent is authorized to take immediate action to mitigate a true emergency up to a per-occurrence spending cap of Two Thousand Dollars ($2,000.00). A higher cap may be authorized in writing by the Owner on a per-event basis. Within two (2) hours of taking action, the Agent shall notify the Owner by both: (i) voicemail to the Owner's primary contact number on file; and (ii) email to the Owner's email address on file describing the condition, the action taken, the cost incurred or quoted, and the contractor used. For any true emergency reasonably expected to exceed the Two Thousand Dollars ($2,000) cap, the Agent shall make best efforts to contact the Owner before authorizing additional work but may proceed without delay where delay would worsen the harm or increase total cost. Common-area hazards that can be temporarily mitigated by caution tape or signage shall be isolated immediately, with the underlying repair scheduled under the non-emergency protocol. Notwithstanding the regular business hours set forth in Section 5.3, Agent shall provide tenants with a telephone number for reporting emergencies as required by Section 92.020 of the Texas Property Code.

(c) Non-Emergency Repairs Definition and Protocol. A non-emergency repair is any condition that does not meet the true-emergency definition in subsection (a) above and can reasonably be deferred for Owner approval without further harm. Typical non-emergency items include: cosmetic damage (paint, drywall, caulking, minor floor or trim damage); slow drains; minor faucet drips; loose cabinet hardware; window screens; carpet wear; squeaky hinges or floors; worn weatherstripping; non-essential fixture issues; HVAC filter changes and routine vent cleaning; routine pest control maintenance (baiting and prevention, not active infestation); and outdoor cosmetic items. A non-emergency condition that nonetheless materially affects the physical health or safety of an ordinary tenant remains subject to the Owner’s repair obligations under Subchapter B, Chapter 92, Texas Property Code, and Agent shall present it to the Owner for approval promptly so that it can be repaired within a reasonable time. Under Section 92.052(b) of the Texas Property Code, the Owner generally has no duty to repair a condition caused by the tenant, a lawful occupant, a member of the tenant’s family, or a guest or invitee of the tenant, unless the condition was caused by normal wear and tear; Agent shall document any such condition and charge it back to the tenant to the extent permitted by the lease and applicable law.

3.4. To recommend, and with the approval of the Owner, cause all such acts and things to be done in or about the Premises as shall be necessary or desirable to comply with any and all orders or notice of violations affecting the Premises placed thereon by any federal, state, county or municipal authority having jurisdiction thereover, except that if failure promptly to comply with any such order or violation would or might expose the Owner or the Agent to criminal liability, the Agent may cause such order or notice to be complied with without the prior approval of the Owner if the Agent makes a reasonable attempt to communicate with the Owner to obtain such approval but is unable to obtain such approval, it being understood that the Agent shall notify the Owner promptly after receipt of any order or notice of violation, as aforesaid;

3.5. To enter into all necessary or desirable service contracts in respect of the repair and operation of the Premises, including without limitation contracts for electricity, gas, air conditioning, equipment maintenance, water treatment, telephone, janitorial, landscaping, window cleaning, rubbish removal, security patrol services, vermin extermination, architects’ and engineers’ services required for the planning and supervision of alterations and/or improvements made or proposed to be made to the Premises, but any such contract having a term longer than one (1) year, requiring an annual payment in excess of $1,000 (one thousand dollars) or which cannot be cancelled upon thirty (30) days written notice by Owner must be authorized in writing by the Owner. All service contracts shall be in the name of Agent, as agent for Owner;

3.6. To purchase all supplies which shall be necessary to properly maintain and operate the Premises. The Owner acknowledges that Agent may receive commissions obtained in connection with such purchases so long as such commissions do not increase the price of such supplies;

3.7. To check all bills received for services, work and supplies ordered in connection with maintaining and operating the Premises and pay or cause all such bills to be paid timely from funds furnished by the Owner;

3.8. To advise on the proper insurance coverage for the Premises as well as for the Owner and the Agent in regard to the Premises and the operation thereof, and cause such insurance to be obtained and/or maintained (if obtainable), at the Owner’s expense, in such amounts and through such carriers as the Owner shall designate and approve;

3.9. To list, offer for lease, lease, request rent increases (typically yearly), including any rent increase request required by a public housing authority for a voucher tenancy, and renew existing leases for space in the Premises on terms to be determined by the Owner, and cooperate with any other brokers with whom the Agent, in its discretion, may list space in the Premises for rent; provided, however, that the commission payable to any other such brokers shall not exceed the commission rate then generally prevailing in the area (typically one month rent for a 12-month lease);

3.10. To prepare lease documents for all space in the Premises which may be rented on such lease forms as may be approved by Owner. All leases for Premises shall comply with Chapter 92, Texas Property Code (including the repair-remedy language required by Section 92.056(g) and the flood disclosure notice required by Section 92.0135), and any applicable local ordinances, and Agent shall make the ownership and management disclosures required by Section 92.201 of the Texas Property Code;

3.11. To supervise the moving in and out of tenants and subtenants and arrange the dates thereof so that there shall be a minimum of disturbance to the operation of the Premises and of inconvenience to other tenants;

3.12. To bill, or cause to be billed, tenants for rent and other charges, provided that any late fee charged to a tenant shall comply with Section 92.019 of the Texas Property Code;

3.13. To use its best efforts to (i) enforce all leases, and (ii) collect or cause to be collected rent and other charges, and, when and if directed by the Owner, serve notices to vacate upon tenants in accordance with Chapter 24, Texas Property Code;

3.14. To sue on behalf of the Owner, for rent and other charges which may at any time be or become due, as aforesaid, from any tenant, and institute eviction proceedings in the justice court of the precinct in which the Premises are located to recover possession of space in the Premises; provided, however, that the Agent shall not settle, compromise, dismiss, or release any claim or lawsuit against a tenant including unpaid rent, eviction proceedings, property damage, or any related matter - without the Owner's prior written approval. This prohibition includes any reduction of an outstanding tenant balance and any release of legal claims arising during or after the tenancy. The Owner reserves the right to choose its own attorney.

3.15. To handle tenants’ security deposits and to comply with applicable state and local laws (including Subchapter C, Chapter 92, Texas Property Code) concerning the Owner’s responsibility for security deposits and interest thereon, if any (if Agent collects the deposits; the standard practice would be that the Owner will handle/manage the security and other deposits);

3.16. To maintain in a manner customary and consistent with generally accepted accounting principles, a system to which shall be entered fully and accurately each and every financial transaction with respect to the operation of the Premises. To prepare and render to the Owner (available from the Agent’s portal on-demand), monthly statements of operations and such other reports on a monthly basis delivered not later than the end of each month;

3.17. To keep Owner informed of the financial status and physical condition of the Premises and other items that Owner should reasonably be made aware of;

3.18. To consider and, when reasonable and consistent with the Owner’s lease obligations, attend to complaints of tenants;

3.19. To cause to be prepared and filed all necessary forms relating to the maintenance and operation of the Premises required by any federal, state, county or municipal authority having jurisdiction thereover, on or before the due dates for such filings. The following filings are included within the Agent's base per-unit management fee and shall be performed at no additional cost to the Owner: (a) all Section 8/Housing Choice Voucher (HCV) paperwork with the Houston Housing Authority, the Harris County Housing Authority, or any other public housing authority administering a tenant’s voucher, including Request for Tenancy Approval (RFTA) filings, inspections, and annual recertifications; (b) any rental property registration required by the municipality or county in which a Premises is located, if and to the extent applicable; and (c) condominium or homeowners' association (HOA) paperwork applicable to the Premises, including compliance with disclosure requirements pursuant to applicable law. All other government filings that generate an additional charge shall be disclosed to the Owner in writing with the applicable fee before the Agent proceeds;

3.20. To set up and maintain orderly files containing rent records, insurance policies, leases and subleases, correspondence, receipted bills and vouchers and all other documents and papers pertaining to the Premises and the operation and maintenance thereof, the same to be and at all times to remain the property of the Owner, and the Agent shall upon request of the Owner make same available to the Owner, and the Owner’s accountants and attorneys;

3.21. To cooperate with the Owner’s accountants and auditors in regard to the annual audit or any periodic audits of the books of account of the Owner and the preparation of percentage and escalation rent statements to be delivered to tenants;

3.22. To cooperate with Owner’s accountants in regard to the preparation and filing on behalf of the Owner of federal, state, city and any other income and other filings required by any governmental authority;

3.23. To, when the appraisal district having jurisdiction over the Premises (such as the Harris Central Appraisal District, Fort Bend Central Appraisal District, or Montgomery Central Appraisal District) issues its notice of appraised value each year, ascertain the appraised value of the Premises and the land on which it is located, report such appraisal to the Owner and, if requested by the Owner, cooperate with the Owner’s attorneys, property tax consultants, or other designated representatives in the preparation and filing of a protest of the appraised value under Chapter 41 of the Texas Tax Code within the applicable deadline;

3.24. To generally, do all things reasonably deemed necessary or desirable for the proper management of the Premises in accordance with customary practices of real estate management companies;

3.25. To file for evictions on behalf of the Owner, as well as represent the Owner in legal proceedings and court appearances where applicable (to the extent a non-attorney agent is permitted to appear under Section 24.011, Texas Property Code, and the Texas Rules of Civil Procedure; appeals and any other matters requiring a licensed attorney shall be handled by counsel); if the Owner has engaged its own eviction counsel to file and prosecute an eviction proceeding, the Agent shall not collect any court visitation fee, filing fee, or other charge under this Section 3.25 or Section 5.2 with respect to that matter. In such cases, the Agent's role is limited to providing the property-side documents and support required by the Owner's counsel (which may be a chargeable service); and

3.26. To perform, for the Owner’s account and on its behalf, any lawful act and everything lawful and necessary or desirable in order to carry out the Agent’s agreements contained in this Agreement. It is expressly understood and agreed that everything done by the Agent under the provisions of this Agreement shall be done as agent of the Owner, and any and all obligations, costs or expenses incurred by the Agent in the performance of its obligations under this Agreement shall be borne by the Owner and not by the Agent, except as otherwise set forth in this Agreement. It being expressly understood, however, that the Agent shall not be compensated for (i) the costs incurred by the Agent in maintaining its own office staff, and (ii) its general overhead. Any payments made by the Agent hereunder shall be made out of such funds as the Agent may from time to time hold for the account of the Owner or as may be provided by the Owner. The Agent shall not be obligated to make any advance to, or for the account of, the Owner or to pay any amount except out of funds held or provided aforesaid nor shall the Agent be obligated to incur any extraordinary liability or obligation unless the Owner shall furnish the Agent with the necessary funds for the discharge thereof.

3.27. Owner's Right to Use Outside Contractors. The Owner retains the right, at its sole discretion, to engage outside contractors and service providers for any work on or for the Premises, including without limitation: maintenance and repairs, eviction and legal services, renovations, landscaping, trash removal, and any other work relating to the Premises. Where the Agent's quote is more competitive than an outside provider, the Owner may elect to use the Agent's vendor at the Owner's option. The decision to engage outside contractors remains solely with the Owner. Liability for work performed by Owner-engaged outside contractors is allocated to the Owner under Section 6 of this Agreement.

3.28. Personnel and Insurance Requirements for Agent-Engaged Workers. Any worker that the Agent engages for work on the Premises must be either: (a) a W-2 employee of the Agent; or (b) a 1099 independent contractor. Agent must maintain at a minimum: (i) Workers' Compensation coverage under the Texas Workers' Compensation Act (Texas Labor Code, Title 5, Subtitle A) for all W-2 employees of the Agent performing work on the Premises (Agent acknowledges that, although such coverage is elective for most private employers in Texas, it is required under this Agreement); and (ii) Commercial General Liability insurance of at least One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate covering the work performed, the tenants, and the Premises. In no event shall any worker engaged by the Agent become an employee of the Owner or be paid directly through the Owner. This Section applies solely to Agent-engaged workers; Owner-engaged outside contractors operate under their own arrangements as provided in Sections 3.27 and 6. Notwithstanding anything contained herein to the contrary, Owner shall have the right to require additional liability coverage in connection with any construction, repairs and maintenance which involve higher risk than ordinary management services. Owner shall be named as additional insured on all liability and auto policies of insurance and shall be a joint loss payee under any fidelity coverage required to be carried by Agent under this Section 3.29.

3.29. Quarterly Condition Reports. As a standing obligation under this Agreement, the Agent shall prepare and deliver to the Owner, within ten (10) days following the end of each quarter, a condition report for each Property managed by Agent pursuant to this Agreement (no extra charge). Each quarterly report shall include: (a) photographs and video recordings of the entire Premises, including interior common areas, all exterior areas, and any accessible unit interiors; and (b) a written list of suggested repairs or capital improvements, prioritized by urgency.

3.30. Owner Portal Access and Monitoring. The Agent shall provide the Owner with access to an owner portal that provides visibility into tenant communications, maintenance requests, and other operational activity relating to the Premises. As the parties develop a working operating system, the parties may, by written agreement signed by Owner, raise the routine-repair approval threshold in Sections 3.3 and 3.3(c) so that Owner approval is not required for every small expenditure.

4. Banking. All funds of the Owner in the possession of the Agent, including rents, any security deposits collected by the Agent, and all other funds received by the Agent on the Owner’s behalf, shall be held by the Agent for the Owner, in trust, and shall be deposited by the Agent in JP Morgan Chase Bank (or such other bank as may be required by Owner's mortgage lender) in a separate trust account maintained by the Agent and designated as a trust or escrow account for funds held on behalf of property owners. Funds of the Owner shall not be commingled with the Agent’s own funds. The Agent shall maintain one or more separate operating accounts for its own funds, fees, and business operations, and shall not deposit its own funds into the trust account or pay its operating expenses from the trust account; provided, however, that the Agent may deposit and keep in the trust account a nominal amount of its own funds, not to exceed the amount permitted by the rules of the Texas Real Estate Commission, solely to open or maintain the account or to cover bank service charges. The Agent shall identify any such funds in its records as belonging to the Agent, and such funds shall not be used for any other purpose. Management fees and other amounts due to the Agent under this Agreement may be transferred from the trust account to the Agent’s operating account only after they are earned and properly documented on the Owner’s statement. If the trust account also holds funds of other owners for whom the Agent acts, the Agent shall keep records that account for the Owner’s funds separately from all other funds at all times. The Owner’s funds shall remain on deposit until disbursed in accordance with the terms of this Agreement and applicable Texas law, including Chapter 1101, Texas Occupations Code, and the rules of the Texas Real Estate Commission.

5. Management Fee. The Owner agrees to pay the Agent, during the term of this Agreement, each month:

5.1. An amount equal to $129/unit/month if less than 4 units or $109/unit/month if 4 to 19 units, or $85/unit/month for 20 units or more (or the negotiated amount). The Agent reserves the right to adjust the management fees with at least 30 days’ prior written notice to the Owner. Fees are due on the 1st of every month. If the transaction is declined, the amount will be added to the outstanding balance. Outstanding balances will incur a fee of 5% of the total balance on the 10th of each following month. Non-sufficient funds or dishonored checks will also incur a fee of $25 per returned item. Agent has the right to deduct property management fees and other receivables from any monies outstanding to Owner, by Agent or tenant. Notwithstanding anything contained herein to the contrary, Owner shall have no obligation to pay any management fees with respect to any unit which is not leased during all or a portion of a calendar month.

5.2. Other Billable Services. The following are other billable services that the Agent may perform after payment by Owner: 1) Service (maintenance) Requests 2) Rehab (turnovers) and make-ready of vacant units 3) Lockbox installation; and board-up of units 4) Cleaning of units and building common-areas 5) Maintain outdoor areas (where applicable): a. Leaf removal; b. Landscaping; c. Removing trash and debris; 6) Court visitation fees by property manager 7) Hire external collection agencies when necessary; 8) Pest extermination and control 9) Re-key or change the locks; 10) Clean unit on move-out and perform any needed repairs or upgrades; 11) LLC registrations and LLC annual re-filing fees 12) Housing authority (HHA, HCHA, or other) re-inspection fees for appointments 13) First-month rent (paid by Owner) and move-in fees (paid by tenants). 14) Audit and inspection of work on Premises done by Owner’s contractor(s); provided however, such audit or inspection fee shall not apply to the first visit to the Premises to perform such audit and inspection work. 15) Prepare and send cashier’s check on Owner’s behalf 16) Crime-addendum workshops and annual municipal or county filings (if applicable), etc. 17) Other services not covered by the standard property management contract;

The following may apply if the Owner has sourced the tenant directly: 18) RFTA (Request for Tenancy Approval) and/or all paperwork filing fees (typically for subsidized tenants) 19) Tenant screening and lease management fee 20) Move-in fees of $500 (paid by tenants). 21) Other tasks as applicable and approved by Owner

5.3. Services Outside Regular Hours and Schedule. Agent will be available to tenants during the following days and times: Mon – Fri: 9AM to 6PM; Sat: 10AM – 3PM; Closed: Sundays and public holidays. Extra hours worked outside business hours (with the Owner's written approval) will be billed at $50/hour.

6. Indemnity. Each party shall indemnify, defend, and hold harmless the other party (including its officers, directors, employees, and agents) from and against any and all claims, losses, costs, and liabilities to the extent arising out of: (i) for the Owner: the ownership, condition, or use of the Premises, except to the extent directly caused by the Agent’s acts or omissions; and (ii) for the Agent: the Agent’s performance of its services hereunder, including any negligence, willful misconduct, breach of this Agreement, or acts or omissions of the Agent’s employees, subcontractors, or vendors. For any third-party claim subject to indemnification, the indemnifying party shall control the defense with counsel reasonably acceptable to the indemnified party. Repairs performed by the Owner or through the Owner’s own outside contractors fall under the Owner’s side of this indemnity; work performed by the Agent, its employees, subcontractors, or vendors falls under the Agent’s side. This mutual indemnity shall survive termination of this Agreement.

6A.1 Nature of Relationship: The parties acknowledge that the Agent is engaged as a professional property manager to perform services as outlined in this Agreement. While certain duties under Texas law (including Chapter 1101, Texas Occupations Code, and the rules of the Texas Real Estate Commission) may apply to the relationship, the parties agree that Agent’s obligations shall be governed by the terms of this Agreement and performed in a commercially reasonable manner consistent with generally accepted property management practices in the Houston metropolitan area.

6A.2 Standard of Care: Agent shall perform its duties with commercially reasonable care, skill, and diligence consistent with that of a professional property manager operating under similar circumstances. Agent does not guarantee any specific outcome with respect to property performance, tenant behavior, or financial returns.

6A.3 Reliance on Recommendations: Owner acknowledges that Agent may provide recommendations and guidance based on its experience; however, all final decisions regarding expenditures, legal actions, tenant matters, and property operations remain subject to Owner approval where required under this Agreement. Agent shall not be liable for outcomes resulting from decisions made by Owner, including those based on Agent’s recommendations, provided such recommendations were made in good faith.

6A.4 Vendor and Third-Party Services: Agent may engage third-party vendors, contractors, and service providers on behalf of Owner. Agent shall use commercially reasonable efforts in selecting such vendors but shall not be liable for the acts, errors, or omissions of such third parties, provided that: (a) Such vendors are reasonably believed to be qualified and appropriately licensed/insured where applicable, and (b) Agent did not act with gross negligence or willful misconduct in their selection or supervision.

6A.5 Limitation of Liability. In the event of any lawsuit or claim filed against the Agent arising from or relating to the services provided under this Agreement, the Agent’s total aggregate liability shall be limited to the proceeds actually recovered under the Agent’s applicable professional or general liability insurance policies, up to a maximum limit of One Million Dollars ($1,000,000). Owner shall be named as additional insured under all insurance policies carried by Agent with respect to the Property. Agent shall deliver a certificate of insurance evidencing Agent's insurance policies and Owner being named as additional insured.

6A.6 Indemnification Clarification: The indemnification provisions set forth in this Agreement shall be subject to the limitations of liability stated herein and shall not expand Agent’s liability beyond the scope expressly provided in this Agreement.

6A.7 Compliance with Laws: Agent shall use commercially reasonable efforts to assist Owner in complying with applicable laws and regulations; however, ultimate responsibility for legal compliance shall remain with Owner, except to the extent any failure to comply with applicable laws arises from Agent's failure to perform its obligations under this Agreement.

6A.8 Fair Housing: Owner and Agent shall comply with the federal Fair Housing Act (42 U.S.C. § 3601 et seq.), the Texas Fair Housing Act (Chapter 301, Texas Property Code), and all other applicable fair housing laws, and shall not discriminate against any applicant or tenant on the basis of race, color, religion, sex, national origin, familial status, or disability, or any other characteristic protected by applicable law. Agent shall not follow any instruction from Owner that Agent reasonably believes would violate such laws, and Agent’s refusal to follow such an instruction shall not be a breach of this Agreement.

7. Termination. This Agreement may be terminated by either party, without cause, upon thirty (30) days written notice to the other. The Owner shall also be entitled to terminate the Agreement upon thirty (30) days prior written notice to Agent should Agent fail to observe the terms of this Agreement. Within thirty (30) days of termination of this Agreement, the parties shall account to each other with respect to all uncompleted business, and the Agent shall deliver to the Owner all leases, subleases, corporate files, books and records and other instruments relating to the Premises and the Owner that may be in the possession of the Agent, against payment to the Agent of all fees required to be paid hereunder through the date of termination of this Agreement.

8. Assignment. This Agreement may not be assigned by the Agent without the prior written consent of the Owner. Subject to the provisions hereof, all of the covenants, conditions and obligations contained in this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Owner and the Agent to the same extent as if each successor and assign were in each case named as a party to this Agreement.

9. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

10. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas. Any lawsuit or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Harris County, Texas, and each party consents to the jurisdiction of and venue in those courts; provided, however, that eviction suits and any other proceeding that Texas law requires to be brought in the county or justice precinct in which a Premises is located shall be brought there.

11. Notices. All notices, demands, requests or other communications which may be or are required to be given, served or sent by either party to the other, shall be in writing and delivered personally or by certified mail, return receipt requested, with postage prepaid, at the address first above mentioned. A party may change the name or address for the giving of notice provided above by written notice to the other party.

12. Entire Agreement. This Agreement and the documents to which reference in it has been made, shall be construed together and constitute the entire, full and complete agreement between the Owner and the Agent, and there are no representations, inducements, promises, or agreements, oral or otherwise, between the parties not embodied herein, which are of any force or effect.

13. Modifications. This Agreement may not be changed or modified except by written document signed by both the Owner and the Agent.

14. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto intending to be legally bound hereby, have executed this Agreement as of the day and year first above written.

EXHIBIT A – SCHEDULE OF PROPERTIES. The following Properties are subject to the Management Agreement between [owner name] ("Owner") and KETTLE & OAK TEXAS LLC ("Agent"). This Exhibit A may be modified from time to time by written agreement between Owner and Agent as provided in Section 1.