Non-Disclosure and Commission Agreement
between Business Broker and Seller
Agreement made on the (date), between (Name of Business Broker), a corporation
organized and existing under the laws of the state of (Name of State), with its principal
office located at (street address, city, state, zip code), referred to herein as Broker, and
(Name of Business Owner), of (street address, city, state, zip code), referred to herein
as Business Owner.
Whereas, Broker has agreed to represent Business Owner in the sale of his (e.g.,
Restaurant), hereinafter called the Business, located at (street address, city, state, zip
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
I. Business Owner agrees to pay Broker a retainer fee of $___________ as
compensation for initial professional counseling, consultation and research. Said fee is
non-refundable, but shall be credited against the Broker’s Fee. Business Owner hereby
engages Broker as his exclusive intermediary for a term of one year from this date. A
sum equal to ____% of the commission that would normally be due shall be paid to
Broker if the Business is sold, conveyed or otherwise transferred within one hundred
and eighty (180) days after the termination of this Agreement, or any extension thereof,
to anyone with whom Broker had negotiations prior to final termination of this
Agreement, provided Business Owner has received from Broker notice, in writing,
including the names of the prospective buyers, within thirty (30) days after termination
of this Agreement.
II. Business Owner will pay Broker a commission (the Commission) in cash of a
certain percentage of the Sale Price of said Business. Such percentage to be on a
scale as follows:
From $10,000 to $300,000 _________%;
From $300,000 to $600,000 _________%;
From $600,000 to $1,000,000 _________%;
From $1,000,000 to $5,000,000 _________%; and
From $5,000,000 and higher _________%.
However in no event will the Commission be less than $ ______________. The
Commission shall be due and payable at settlement to Broker.
III. In the event of a breach of agreement to purchase the Business herein on part of
the Business Owner or Seller, resulting in the forfeiture of moneys paid as liquidated
damages, the Broker is hereby authorized to retain one-half of amount so forfeited, not
exceeding however, the amount of Commission that would otherwise be due the
IV. Broker shall have the authority, and shall exert Broker's best efforts in
accordance with good business practice, to bring this purchase opportunity to the
attention of any prospective buyer acceptable to Seller.
V. The invalidity of any portion of this Agreement will not and shall not be deemed
to affect the validity of any other provision. If any provision of this Agreement is held to
be invalid, the parties agree that the remaining provisions shall be deemed to be in full
force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.