THIS AGREEMENT is made effective as of October 23, 2025
Between:
ZELD ALLIANCE INC.
310 Miwate Pvt. Ottawa, ON K1P 0E2
(hereinafter referred to as the “M&A Advisor” or “The Consultant”)
and:
Seller Name:
Company Name:
Address:
(hereinafter referred to as the “Principal, Owner, Seller, Client”)
1. The Seller engages ZELD Alliance Inc. (Hereinafter referred to as “M&A Advisor”), on a sole and exclusive basis, to provide management and sales services (“Services”) in connection with selling the Canadian assets of The Company/Client to a third party (“Transaction”). This includes all assets, Book of business, Clients, Contracts, fixtures, equipment, goodwill, website, trademarks, trade names, inventory, and any related business entities that are part of this sale. This engagement agreement (“Engagement Agreement”) sets forth the scope and terms of ZELD Alliance Inc.
PURPOSE OF THE ENGAGEMENT: It is our understanding that THE COMPANY wishes to sell its Canadian assets for an asking price of () “Asking Price”). THE COMPANY, through its execution of this Engagement Agreement, is engaging ZELD Alliance Inc. as its exclusive advisor to assist with the process of completing this Transaction. This sale price is for 100% of the outstanding shares of THE COMPANY, (Share Sale) OR an Asset Sale consisting of the equipment, fixtures and goodwill.
2. The Seller agrees to pay the M&A Advisor a percentage of the final 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 Seller. 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. All figures are in Canadian dollars. Goods and Services Taxes (GST), Provincial Sales Tax (PST), Harmonized Sales Tax (HST) and any other value added or sales tax, if applicable, will be added to amounts payable under this Engagement Agreement. Seller 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 Seller, or another M&A Advisor or Broker or third party, not withstanding. Should Seller or Owner find Buyer, The Seller 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 Seller acknowledges that he has read this Agreement and has received a copy of it.
7. If The Seller 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 Seller agrees that the M&A Advisor has been retained to Sell 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 Seller 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 Seller:
a) Aid in developing Seller’s exit strategies.
b) Advice on the Most Probable Selling Price and Prepare Business Valuation Reports.
c) Launch Campaign to source and evaluate potential Buyers for the business.
d) Present qualified Buyers to The Seller.
e) Assist in navigating the transaction processes and contingencies.
f) Facilitate negotiation and communication between The Seller and potential Buyers.
g) Coordinate with other professionals involved in the transaction (lawyers, accountants, etc.); and
h) Assist in transaction closing processes.
i) The Advisor shall exercise reasonable care and diligence in providing these services.
11. During the Term, The Seller agrees to:
a) Work exclusively with the M&A Advisor regarding any business sales project.
b) Promptly advise the M&A Advisor of any potential Buyer discovered independently.
c) Provide accurate information to the M&A Advisor regarding financial capacity and Seller criteria;
d) Maintain the confidentiality.
e) Not contact any Buyer’s, employees, partners, suppliers, customers, of potential acquisition targets without the M&A Advisor's knowledge and consent; and
f) Provide timely feedback regarding businesses presented by the M&A Advisor.
12. The Seller acknowledges that information received regarding potential acquisition targets is confidential and proprietary. The Seller agrees to:
a) Not disclose any confidential information to any third party without the Advisor's prior written consent;
b) Use confidential information solely for the purpose of evaluating the business opportunity.
c) Return earnest monies received in accordance with the Buyers Agreement and upon request;
d) Be bound by any confidentiality or non-disclosure agreements required by Buyer.
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 Seller. 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.
Signatures:
M&A Advisor: ZELD ALLIANCE INC.
______________________________
Date:
SELLER:
Signature:
[signature* seller-signature color:"#000000" backcolor:"#f0f0f0" width:380 height:120]
Confirmation
I acknowledge that I have read, understood, and agree to the terms of this Listing Agreement.
