Service Agreement
Client (Investor/Buyer/Agent) agree to enter into a binding agreement with Tactical TC LLC to provide assistance with transaction coordination for a specific property or transaction. This Agreement also functions as a master services agreement per and applies to any future real estate transactions in which Client engages Tactical TC during the Term.
I/We hereby understand, acknowledge, agree and state as follows:
1. Scope of Services
I/We acknowledge that Tactical TC LLC has licensed realtors who work as transaction coordinators but they do not represent anyone in this transaction.
Tactical TC LLC provides transaction coordination services NOT contract preparation services as we are not licensed to prepare documents on your behalf. IF there are documents that need to be prepared they will need to be prepared by a licensed attorney in the state that you are transacting. Please note that this may result in additional costs to close this transaction.
I/We acknowledge and agree that Tactical TC LLC does not structure deals or advise on the design, terms, or financial arrangement of this transaction. Tactical TC LLC’s services are limited to transaction coordination, and any structuring or strategic decisions regarding the transaction remain the sole responsibility of the Investor/Buyer/Agent and their legal or financial advisors.
I/We acknowledge that Tactical TC LLC is not responsible for negotiating your transaction and will not be able to verify the information provided in the contract is accurate. It is YOUR responsibility to verify that all negotiated terms have been entered into the contract correctly. We are a 3rd party to the transaction and can only help with keeping track of your transaction for a timely close of escrow.
I/We agree that in engaging Tactical TC to complete any 'post-close' activities, Tactical TC shall be held harmless from any consequences arising from such activities. This includes, but is not limited to, any actions resulting in the due-on-sale clause of the underlying mortgage being invoked. Tactical TC assumes no liability for outcomes related to lender decisions, loan conditions, or related financial implications stemming from post-close actions.
I/We acknowledge and agree that Tactical TC LLC is not responsible for receiving, following up on, maintaining, or storing any legal documents related to this transaction. While Tactical TC LLC may assist in facilitating the transfer of documents, the responsibility for obtaining, retaining, and ensuring proper handling of all legal documents rests solely with the Investor/Buyer/Agent. Tactical TC LLC shall not be held liable for any consequences arising from missing, misplaced, or unrecorded documents, including but not limited to financial losses, legal disputes, or transaction delays.
I/We acknowledge and agree that Tactical TC LLC has no obligation to ensure that any documents related to this transaction are recorded with the appropriate government offices. The Investor/Buyer/Agent is solely responsible for ensuring that documents are submitted, recorded, and maintained as required. If Tactical TC LLC receives documents that require forwarding post-closing, Tactical TC LLC will make reasonable efforts to return them to the Investor/Buyer/Agent. If the Investor/Buyer/Agent is unable or unwilling to receive the documents, Tactical TC LLC assumes no liability for their storage, loss, or failure to be recorded.
I/We acknowledge and agree that Tactical TC LLC does not act in a fiduciary capacity and no fiduciary duty, agency relationship, or trust obligation is created between Tactical TC LLC and any party to the transaction. Tactical TC LLC provides administrative support services only, and its responsibilities do not include the exercise of discretionary authority or loyalty typically associated with a fiduciary role.
2. Payment Terms
We will require a NON REFUNDABLE deposit on ALL transactions. We cannot start your transaction without this being paid. This fee does NOT include closing costs associated with the closing attorney or title company ( i.e. recording fees, title policies, note preparation, notaries etc.)
I/We agree that all service fees paid to Tactical TC LLC are final and non-refundable once services have been rendered, except in cases of proven gross negligence or material breach by Tactical TC LLC, as determined through binding arbitration. Requests for refunds shall not be honored in the absence of substantiated service failure.
Upon termination of this Agreement by either party, Tactical TC LLC shall retain the deposit, and Client remains responsible for all fees earned and reimbursable costs incurred through the effective date of termination; nothing in this sentence waives amounts already accrued or payable under this Agreement.
3. Responsibilities and Limitations
I/We understand, acknowledge, and agree that Tactical TC LLC has advised me to seek independent legal counsel regarding this transaction and Tactical TC LLC cannot provide legal advice.
I/We understand, acknowledge, and agree that Tactical TC LLC has advised that I/We seek an independent underwriter to review this transaction for accurate projections of revenue. Tactical TC LLC is not responsible for verifying the accuracy of your underwriting and will not be responsible for funds lost due to faulty underwriting.
I/We acknowledge and agree that Tactical TC LLC is not responsible for ensuring that any documents related to this transaction are recorded with the appropriate governmental or regulatory authorities, including but not limited to county recorders’ offices or other public records systems. The responsibility for verifying the recording of documents, including deeds, liens, or any other instruments, rests solely with the Investor/Buyer/Agent or their designated representatives, such as the closing attorney or title company. I/We agree to hold Tactical TC LLC harmless from any claims, damages, losses, or expenses arising from the failure to record documents or any errors or omissions in the recording process.
I/We acknowledge and agree that Tactical TC LLC is not responsible for determining, verifying, or advising on any lender’s limitations or restrictions regarding subordinate liens, including but not limited to those applicable to Private Money Lender (PML) loans, "Morby Method" deals, or any other deal type involved in this transaction. The responsibility for identifying and complying with any such limitations or restrictions, including those imposed by lenders, financing arrangements, or loan agreements, rests solely with the Investor/Buyer/Agent and their legal or financial advisors. I/We agree to hold Tactical TC LLC harmless from any claims, damages, losses, or expenses arising from the failure to identify or adhere to lender-imposed limitations or restrictions on subordinate liens or any resulting complications in the transaction.
I/We acknowledge and agree that Tactical TC LLC is not responsible for determining, verifying, or advising on any lender’s or funding source’s requirements related to sourcing, seasoning, or legitimacy of proof of funds, including but not limited to bank statements, verification of deposits (VODs), transactional funding arrangements, or other evidence of closing funds. The responsibility for identifying, securing, and complying with any such funding requirements—including but not limited to timing, documentation, source of funds, and fund holding periods—rests solely with the Investor/Buyer/Agent and their legal, financial, or lending representatives. I/We agree to hold Tactical TC LLC harmless from any claims, damages, losses, or expenses arising from the failure to satisfy funding source requirements or any resulting delay, cancellation, or complication in the transaction.
I/We acknowledge and agree that Tactical TC LLC is not responsible for identifying, advising on, or ensuring compliance with any lender, financing source, or funding party’s requirements, including but not limited to documentation standards, underwriting conditions, timing constraints, disclosures, fund sourcing protocols, seasoning requirements, or funding contingencies. The responsibility for understanding and adhering to all such requirements rests solely with the Investor/Buyer/Agent and their financial or legal representatives. I/We agree to hold Tactical TC LLC harmless from any claims, damages, or delays resulting from unmet lending requirements or financing obstacles of any kind.
I/We agree that if there is a group of partners involved in your transaction we are unable to consult on the joint venture agreement that YOU will prepare for this transaction.
4. Liability and Indemnification
I/We agree to fully protect, defend, and hold Tactical TC LLC harmless from and against any and all loss, costs, damages, attorney’s fees, and expenses of every kind and nature which I/We may suffer, expend, or incur as a result of this transaction.
5. Transaction Delays and External Factors
I/We acknowledge that there could be a delay in closing from circumstances outside of our control, include, but are not limited to, "failure of the title company/closing attorney to prepare documents, failure of the title company/closing attorney to timely communicate with and/or request documents or information from the parties to the transaction, title company/closing attorney closures, failure of any the parties to the transaction to timely provide documents and information to the title company/closing attorney or Tactical TC LLC, failure of any lender, buyer, or third-party to timely provide funding to the title company/closing attorney, delays by any government, government agency, utility provider, lender, or insurer to provide documents or information, title issues, epidemics, pandemics, natural disasters, acts of God, weather conditions, and any other event outside of Tactical TC LLC's control."
Investor/Buyer/Agent hereby releases, discharges, and holds harmless Tactical TC LLC for the failure to timely close escrow as a result of any circumstances outside of Tactical TC LLC’s control.
6. Communication and Cooperation
I/We agree that ongoing communication throughout each real estate transaction is essential for the performance of Tactical TC LLC's duties, and agree to provide all requested information and keep Tactical TC LLC informed of developments in a timely manner.
7. Agreement Term and Termination
This Agreement shall be effective as of the date signed by the Investor/Buyer/Agent and will continue until the earlier of: (1) close of escrow on the Property, (2) termination of the purchase contract/agreement or (3) the termination of this Agreement by either of the parties as provided herein.
I/We agree Tactical TC LLC may terminate this Agreement by giving the Investor/Buyer/Agent with 24 hours advanced written notice. Investor/Buyer/Agent may terminate this Agreement if Tactical TC LLC fails to cure any default or breach of this Agreement within ten (10) days of receipt of notice of Investor/Buyer/Agent's intent to terminate due to such default or breach.
I/We agree that upon termination for any reason, Tactical TC LLC shall provide to Client any and all copies, in whole or in part, of the documents that we have filed in connection with this agreement.
7A. Master Services; Continuing Effect; Future Transactions; Survival.
Master Agreement; Application to Multiple Transactions. This Agreement is a master services agreement and, once executed, will govern Tactical TC’s transaction coordination services for the Property identified above and for any future real estate transactions in which Client engages Tactical TC during the Term (as defined below). For each future transaction, the parties may confirm property-specific details (e.g., address, target closing date, quoted fee) by email, invoice, or other written communication, which will be deemed incorporated into and governed by this Agreement without the need for a new signature.
Term; Renewal. Notwithstanding anything in Section 7, this Agreement will remain in effect for twenty-four (24) months from the Effective Date and will automatically renew for successive one (1)-year periods unless either party gives written notice of non-renewal at least thirty (30) days before the then-current term ends. Either party may terminate this Agreement as provided in Section 7 with respect to future transactions; termination will not affect rights or obligations that accrued before termination.
Closing Does Not Terminate Obligations. The closing of any transaction does not terminate this Agreement. All obligations intended by their nature to apply after closing—including payment of earned fees and costs, disclaimers, limitations of liability, indemnification, confidentiality, non-circumvention, dispute resolution, and digital-access responsibilities—survive closing for each transaction.
Survival Periods. Without limiting the foregoing: (i) payment obligations for fees and expenses survive until paid in full; (ii) confidentiality obligations under Section 9 survive for five (5) years after the later of expiration/termination of this Agreement or the closing of the last transaction to which this Agreement applies; (iii) the non-circumvention obligations in Section 9 survive for twenty-four (24) months after the later of expiration/termination or the closing of the last covered transaction; (iv) indemnification obligations in Section 4 survive for three (3) years after such expiration/termination or closing; and (v) the dispute resolution provisions in Section 11, the disclaimers and limitations in Sections 1, 3, 5, 8, 10, and 12, and any other provisions that by their nature should survive, survive for the maximum period permitted by applicable law.
No Obligation to Accept Future Work. Nothing in this Section obligates Tactical TC to accept any future engagement; acceptance remains in Tactical TC’s sole discretion and may be conditioned on payment of any required deposit and agreement on transaction-specific details.
8. Non-Standard Transaction Provisions
If this transaction involves non-standard elements, I/We acknowledge the following additional disclosures and protections apply:
Definition of Non-Standard Transactions
• Real estate transactions are generally executed according to industry standards based on deal type and location. These standards typically include deal flow, timeline, structure, security instruments, underwriting practices, financing arrangements, and closing procedures. Any transaction that deviates from these generally accepted standards will be considered non-standard and subject to the additional disclosures below.
• It is not the responsibility of Tactical TC LLC to identify or notify any party whether a deal is considered nonstandard. The determination of a transaction's nature and the associated risks remain solely with the involved parties.
Acknowledgment of Non-Standard Risks
• I/We understand that this transaction may deviate from conventional real estate transactions and may involve unconventional terms, missing safeguards, or increased complexity. These elements may lead to legal, financial, or transactional risks. Risk Acceptance
• By proceeding with a non-standard transaction, I/We acknowledge and accept the potential financial loss, legal disputes, or unexpected complications that may arise.
Hold Harmless Clause for Non-Standard Transactions
• I/We agree to hold Tactical TC LLC harmless from any claims, damages, losses, or legal actions arising from non-standard transaction risks, including but not limited to title issues, financing complications, or due diligence concerns.
9. Proprietary Information and Non-Circumvention
I/We acknowledge and agree that during the course of this transaction, I/We may be exposed to proprietary information, including but not limited to documents, transaction structures, processes, and relationships with third parties (collectively, "Proprietary Information"), that are unique to Tactical TC LLC and constitute valuable assets of
Tactical TC LLC. I/We agree that such Proprietary Information is confidential and shall not be disclosed, duplicated, or used for any purpose other than the completion of this transaction as facilitated by Tactical TC LLC. I/We further agree not to circumvent Tactical TC LLC by directly or indirectly engaging with any third parties, including but not limited to lenders, connectors, or other transaction participants introduced by Tactical TC LLC, for the purpose of replicating the transaction structure or engaging in similar transactions without Tactical TC LLC's involvement. The confidentiality obligations in this Section survive for five (5) years, and the non-circumvention obligations survive for twenty-four (24) months after expiration/termination or the closing of the last covered transaction. I/We agree to hold Tactical TC LLC harmless from any claims, damages, losses, or expenses arising from any breach of this provision by I/We or our affiliates, agents, or representatives.
Section 10: Digital Access & Confidentiality Responsibilities
I/We acknowledge that I/We are solely responsible for granting, managing, and revoking access to any digital records, shared folders, cloud-based systems, or email communications relevant to this transaction. Tactical TC LLC shall not be held liable for any data exposure, misuse, or allegations of breach resulting from access permissions extended by the Investor/Buyer/Agent or their affiliates. Tactical TC LLC's role in accessing shared platforms is limited to administrative coordination as authorized by the client.
Section 11: Dispute Resolution & Public Statements
I/We agree that any dispute, controversy, or claim arising out of or relating to this agreement or the services provided by Tactical TC LLC shall be resolved exclusively through confidential binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The venue shall be mutually agreed upon or, failing such agreement, selected by Tactical TC LLC.
I/We further agree not to make or publish any false, defamatory, or disparaging statements—verbally or in writing— regarding Tactical TC LLC or its personnel, whether publicly or to third parties, including on social media, blogs, or professional platforms. Violations of this clause may result in equitable and legal remedies, including damages.
Section 12: Earnest Money Deposit (EMD) Disclaimer
I/We acknowledge and agree that in any transaction involving an Earnest Money Deposit (EMD), whether as part of a purchase agreement, EMD loan, or other deal structure, Tactical TC LLC shall bear no responsibility for the return, refund, release, or enforcement of EMD funds in the event of a contract cancellation, dispute, or termination.
Tactical TC LLC does not review the legality of contract provisions related to EMD, nor does it monitor or enforce contractual “outs,” contingencies, or default clauses. The responsibility for ensuring compliance with any EMD terms and for securing the return of EMD funds rests solely with the party who submitted the EMD and their designated legal or contractual representative. This applies across all deal types without exception.