THIS AGREEMENT is made effective as of October 18, [current_year]
Between:
ZELD ALLIANCE INC.
310 Miwate Pvt. Ottawa, ON K1P 0E2
(hereinafter referred to as the “M&A Advisor” or “The Consultant”)
and:
(hereinafter referred to as the “Buyer”)
1. The Buyer engages ZELD Alliance Inc. (hereinafter referred to as “M&A Advisor”), on a sole and exclusive basis, to assist with identifying, evaluating and acquiring business or businesses (the Acquisition), including all assets, fixtures, equipment, goodwill, trademarks, trade names, inventory, and any related business entities that are part of this sale.
2. The Buyer agrees to pay the M&A Advisor a percentage of the purchase price as follows: 10% of the first $1 million of purchase price; plus 9% of the second million of purchase price; plus 8% of the third million; plus 7% of the fourth million; plus 6% of the fifth million; plus 5% of everything above $5 Million. The purchase price includes earn-outs, Seller’s compensation, inventory, Seller’s notes, and Seller’s debt assumed by the buyer. M&A Advisory service fees will be paid when the business is acquired, with a minimum service fee due of $30,000 whichever is higher. Buyer agrees to mobilize and retain the M&A Advisor with $2,000 payable upon signing this agreement. This amount shall be fully used up after two Letters of Intent (LOI) are sent to the Buyer. The advance amount will be deducted from the final purchase price at closing. Buyer agrees that they will not attempt to renegotiate M&A Advisor’s fee.
3. M&A Advisor will be the contact for potential buyer inquiries and M&A Advisor shall receive the service fees as stated above while this agreement is in force whether the deal is introduced by the M&A Advisor, or the Buyer, or another M&A Advisor or Broker or third party, notwithstanding. Should Buyer discover business sales opportunities, the Buyer agrees to swiftly notify the M&A Advisor to facilitate the process.
4. This Agreement shall begin on the day and the year below and continue until 18 months from the date of this agreement. This Agreement may be extended by mutual written agreement of the parties. (email is acceptable).
5. A service fee is also due if anyone referred by M&A Advisor becomes a partner, employee, consultant, or merges or forms a joint venture.
6. The Buyer acknowledges that he has read this Agreement and has received a copy of it.
7. If the Buyer is a partnership, corporation or other entity, the person(s) signing on behalf of the business represent(s) and warrants that they have the authority to enter this contract on behalf of the business.
8. The Buyer agrees that the M&A Advisor has been retained to buy the assets of the business and goodwill. If the M&A Advisor procures a buyer and the sale subsequently becomes one of capital stock, for any reason, the Buyer agrees that the M&A Advisor is entitled to the total fee stated in the Agreement, as if the sale was an asset sale.
9. If part of the business is sold initially and then part of the business is sold at a later time to a buyer that M&A Advisor referred during the engagement period, then M&A Advisor will be paid a service fees percentage at the time of sale based on the full price of the initial part and then another service fees based on the price of the other part of the business that is sold, regardless of when the other part of the business is sold.
10. During the Term, the M&A Advisor agrees to provide the following services to the Buyer:
Identify potential business acquisition opportunities that match the Buyer's criteria.
Present relevant business opportunities to the Buyer.
Assist in evaluating potential acquisition targets.
Aid in developing acquisition strategies.
Assist in preparing letters of intent and offers.
Facilitate communication between the Buyer and potential sellers.
Support the due diligence process.
Assist in negotiations of purchase terms.
Coordinate with other professionals involved in the transaction (lawyers, accountants, etc.); and
Assist in transaction closing processes.
The Broker shall exercise reasonable care and diligence in providing these services.
11. During the Term, the Buyer agrees to:
Work exclusively with the M&A Advisor regarding any business acquisition opportunity.
Promptly advise the M&A Advisor of any business acquisition opportunities discovered
Provide accurate information to the M&A Advisor regarding financial capacity and
Maintain the confidentiality of all information received regarding potential acquisition
Not contact any business owners, employees, suppliers, customers, or landlords of
Provide timely feedback regarding businesses presented by the M&A Advisor.
12. The Buyer acknowledges that information received regarding potential acquisition targets is confidential and proprietary. The Buyer agrees to:
Not disclose any confidential information to any third party without the Advisor's prior written consent;
Use confidential information solely for the purpose of evaluating the business opportunity.
Return or destroy all confidential information upon request; and
Be bound by any confidentiality or non-disclosure agreements required by sellers.
13. The M&A Advisor does not guarantee the accuracy or completeness of any information provided regarding potential acquisition targets. All information should be independently verified by the Buyer. The M&A Advisor shall not be liable for any inaccuracies in information provided by sellers or other sources. The M&A Advisor maximum liability under this Agreement shall not exceed the amount of service fee actually received from the Seller.
14. Any disputes arising from this Agreement shall first be attempted to be resolved through good faith negotiation. If negotiation does not resolve the dispute, the parties agree to submit to mediation before commencing any legal proceedings. If mediation is unsuccessful, any legal proceedings shall be brought exclusively in the courts of Ontario, Canada.
15. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
16. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings. This Agreement may be amended only by written instrument signed by both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement may be executed in counterparts, each of which shall be deemed an original.
Neither party may assign this Agreement without the prior written consent of the other party.
All notices under this Agreement shall be in writing and delivered by hand, courier, registered mail, or email with confirmation of receipt.
The parties have executed this Agreement as of the date first above written.
Signatures:
M&A Advisor: ZELD ALLIANCE INC.
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Auto Date:
BUYER:
Title:
Signature:
Automatic Date:
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Confirmation I acknowledge that I have read, understood, and agree to the terms of this Buyers Representation Agreement.
