M&A Transition Management
Giving you knowledge & freedom to grow and sell your business.
Listing Agreement
1. The Seller engages OTBC (Hereinafter referred to as “Broker”), on a sole and exclusive basis, to sell the above business (all or part), including all assets, fixtures, equipment, goodwill, trademarks, trade names, inventory, and any related business entities that are part of this sale.
2. The Seller agrees to pay the Broker a commission/fee of 10% of the purchase price when the business is sold by the Broker during the term of this agreement. The full value of the commission will include the purchase price, earn outs, seller compensation, seller notes and seller debt assumed by the buyer. Seller agrees that they will not attempt to renegotiate Broker’s fee.
3. During the term of this agreement Seller will refer all potential buyers to Broker and Broker shall receive a commission of 5% if the seller finds the buyer during the term of this agreement. If the business is sold during the term of this agreement by another broker or third party that is not found by the seller, the commission will be 5% to the Broker. The seller must disclose at the time of this listing any past negotiations that the seller has had with other potential buyers.
4. The term of this Agreement is for a minimum of 6 months which shall begin on the day and the year below and continue from the date and continues until the business is sold or the seller has terminated this agreement with a 30-day notice after the first 6 months.
5. Termination – If the seller wishes to terminate this agreement at any time, the seller agrees to give a 30-day notice prior to the termination. The agreement is not terminated until the seller has given a 30-day notice of their wish to terminate.
6. The Seller agrees to pay the full commission set forth in this Agreement to the Broker in the event the business is within 2 years after the termination of this Agreement sold to anyone referred to the business by the Broker during the term of this agreement. A commission is also due if anyone referred by Broker becomes a partner, employee, consultant, or forms a joint venture.
7. The Seller acknowledges that he has read this Agreement and has received a copy of it.
8. 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.
9. The seller agrees that the Broker has been retained to sell the assets of the business and goodwill. If the broker procures a buyer and the sale subsequently becomes one of capital stock, for any reason, the seller agrees that the broker is entitled to the total fee stated in the Listing Agreement, as if the sale was an asset sale.
10. If part of the business is sold initially and then part of the business is sold at a later time to a buyer that Broker referred during the listing period, then Broker will be paid a commission percentage at the time of sale based on the full price of the initial part and then another commission 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.
Broker: OTBC
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Broker Signature
Pat Frerkes, CPA
Broker Name
OTBC * 2810 E. Trinity Mills Rd., #209-195, Carrollton, TX 75006 * 505-385-9383