BUYERS BUSINESS BROKER ENGAGEMENT AGREEMENT - NON EXCLUSIVE
BUSINESS BROKER ENGAGEMENT AGREEMENT
This BUSINESS BROKER ENGAGEMENT AGREEMENT (“Agreement”) by and between Club Brokerage, Inc. a Florida corporation (“Business Broker”) and (“Buyer”) (collectively, the “Parties”) and confirms the complete understanding of the Parties with respect to retaining and engaging Business Broker to represent and assist Buyer in connection with the purchase of a business entity and/or real property that coincides with the business (a “Transaction”).
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
For as long as this Agreement is in effect, Business Broker shall have a sole right of Transaction for those businesses in which Business Broker, or any of its officers, directors, employees or agents, contacts on behalf of Buyer concerning the possibility of a Transaction. For those contacts only, during the Term, Buyer will proceed solely through Business Broker and will not directly or through others negotiate a Transaction with said contacts. In the event that those seller contacts contact Buyer or any of its officers, directors, employees or agents, by or on behalf of any prospective seller or other third party concerning the possibility of a Transaction, Buyer will promptly so inform Business Broker and will refer any such persons to Business Broker. If Buyer circumvents Business Broker by negotiating a Transaction with Business Broker’s contacts, Business Broker shall receive the same Success Fee to which it would otherwise be entitled under section 5. During or after the Term, if a Transaction is a consummated with a new contact unknown to Business Broker, Business Broker will only be eligible for Success Fees at the sole discretion of the Buyer. For further clarity, this Agreement is not exclusive and Buyer is specifically permitted to consult with and contract with other brokers to buy businesses which Business Broker does not bring to Buyer.
a. Buyer shall work cooperatively with Business Broker and Buyer agrees to conduct all negotiations for Business Broker’s contacts through Business Broker, and refer those contacts’ inquiries to Business Broker.
b. Buyer shall furnish Business Broker with necessary personal and financial information to insure Buyer’s ability to acquire property, including, but not limited to, proof of funds for the acquisition. Buyer shall consult appropriate professionals for legal, tax, environmental, engineering, foreign reporting requirements and other specialized advice.
c. Buyer shall consult with the Business Broker before visiting any businesses or properties, or contacting other brokers, to avoid confusion over the agency relationship or misunderstanding about liability for compensation.
d. Buyer represents to the best of Buyer’s knowledge that all information furnished by it to Business Broker will be materially accurate and complete. Buyer shall keep Business Broker informed of any changes to any information Buyer provides to Business Broker for Buyer’s purchase.
Such Success Fee shall be based on the following schedule:
The Success Fee shall be paid in full at closing by cashier’s check, by bank ACH transfer, or bank wire transfer as indicated by Business Broker prior to closing. Such Success Fee shall not limit Business Broker’s ability to receive additional or offsetting compensation from a Seller in a Transaction with Buyer, which would compensate Business Broker from Seller as well, so long as Buyer is given written notice of the additional or offsetting compensation prior to Closing.
7. Indemnification. Buyer shall indemnify and hold harmless Business Broker and its the respective directors, officers, employees, agents and affiliates, if any, controlling Business Broker, to the full extent lawful, from and against all claims, demands, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, the "Claims") related to or arising from the engagement hereunder, provided that this section 7 shall not apply to any Claims related to or arising from Business Broker’s gross negligence, bad faith, willful misconduct, breach of the provisions of this Agreement, or actions outside of the scope of this Agreement. Business Broker shall indemnify and hold harmless Buyer and its respective directors, officers, employees, agents and affiliates, to the full extent lawful, from and against all Claims related to or arising from Business Broker’s gross negligence, bad faith willful misconduct, or material breach of the provisions of this Agreement. The provisions of this section 7 shall survive termination of this Agreement and shall be binding any successor or assign of Buyer.
a. Binding Effect; Benefits. This Agreement shall inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, successors, and assigns any rights, remedies, obligations, or other liabilities under or by reason of this Agreement.
b. Governing Law. This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the state of Florida. Exclusive venue shall be in Palm Beach County, Florida. The parties hereto agree that they have had the opportunity to consult with their own competent counsel and this agreement may not be construed more strongly for or against either party.
c. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
d. In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
e. The headings contained in this Agreement are for convenience of reference only and shall have no effect on the interpretation or operation thereof.
f. Amendment/Waiver. This Agreement may be amended, modified or supplemented only by a written amendment signed all parties, and no waiver of any provision hereof shall be effective unless expressed in a writing signed by the party sought to be bound.
g. The rights and obligations of the parties under this Agreement shall not be assignable except with the prior written consent of the other party hereto.
h. By signing this Agreement, the signing parties represent that they have unconditional authority to enter this Agreement on behalf of the Business Broker and Buyer.
Please confirm that the foregoing terms are in accordance with your understanding by signing and returning the enclosed duplicate original of this Agreement.
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Signed by Steven Imparato Esq.
Signed On: August 13, 2018
If you have questions about the contents of this document, you can email the document owner.
Document Name: BUYERS BUSINESS BROKER ENGAGEMENT AGREEMENT - NON EXCLUSIVE
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