BUYER/BROKER AGREEMENT FOR PURCHASE OF ASSETS Buyer(s):______________________________________________________________________________ Address:__________________________________________ City:______________________ State:_____ Telephone: Office: _______________________________ Fax:___________________________________ Description of Business: wanted:___________________________________________________________ Buyer hereby appoints American Business Brokers (Broker), as Buyer's Broker and grants Broker the exclusive and irrevocable right to search for business opportunities on Buyer's behalf for ______________________________ (___) days hereafter. Buyer hereby agrees to pay Broker a compensation or damages equal to ______ (__%) percent of the total purchase price with a minimum compensation of _______________________ ($_________) Dollars if any of the following occur: A. Broker presents the Business to Buyer, Buyer contracts with that Seller who accepts such contract to purchase the Business and all contingencies have been satisfied. B. Buyer purchases, leases, trades or otherwise acquires the Business during a period of two years from the date Broker presented such Business to Buyer. C. Buyer purchases shares of stock in a corporation that owns the assets of the Business originally presented by Broker to Buyer as an asset sale, (such an event shall be construed as a breach of this agreement entitling Broker to receive payment of the amount set out above as damages). D. Buyer shall enter into an employment agreement, joint venture or partnership between the Buyer and the Seller during a period of two (2) years from the date Broker presented such business to Buyer. All amounts due to Broker shall be payable immediately upon the occurrence of the act or event set out above. However, Broker may allow payment of compensation to be made at Closing. Should any real estate be purchased by Buyer from Seller or Shareholders in Seller's corporation, Broker shall be entitled to a compensation equal to ___ (__%) percent of the gross purchase price of the real estate. For the purpose of this agreement, a purchase shall include a lease, exchange, trade or other acts intended to be a purchase and the purchase price shall include the value of any conveyance of all or any portion of the assets, inventory, rights, liabilities or property of Seller. The Buyer understands and hereby acknowledges that all information supplied by Broker to Buyer pertaining to Business has not been and will not be verified by Broker, and Buyer undertakes to insure that the information will be verified by him or his accountant. Should Buyer rely upon such information, Buyer indemnifies and holds Broker harmless against any claims, damages, causes of action, losses, cost and expenses including attorney's fees and fees on appeals, regardless whether such fees or costs are awarded by the court, arising out of this contract or any contract entered into by Buyer with Seller. Buyer agrees to sign a Non-Disclosure and Confidentiality Agreement and agrees to keep all information transmitted to Buyer by Broker as confidential. In addition hereto, should Buyer advise anyone of the Business and such person subsequently purchases the Business, Broker will be entitled to its full compensation from Buyer as stated above. Buyer warrants and represents that all information regarding Buyer's financial and personal status supplied to Broker by Buyer is true and correct and may be relied upon by Broker without independent investigation. Buyer hereby authorizes Broker to divulge and communicate to prospective Sellers all of the aforementioned information as is, in Broker's opinion, required to achieve Buyer's objective. Buyer will
protect, indemnify and hold harmless Broker against any claims or litigation, including any damages, liability, costs and attorney's fees with respect thereto, resulting from Broker's communication to any prospective Seller of any of the said information. Buyer will be responsible to Broker for any compensations lost by Broker as the result of any material misstatements or misrepresentations by Buyer in the aforementioned information. This Contract shall be governed by the laws of the State of Illinois. The parties agree to the institution of Arbitration to settle any dispute or claim between them arising out of this document, the breach, or interpretation thereof in accordance with the commercial arbitration rules of the American Arbitration Association (AAA). The prevailing party in any litigation over this contract shall be entitled to an award of reasonable attorney’s fees, paralegal fees, expert witness fees, costs and expenses (whether or not taxable as court costs). A judgment upon any award rendered by the arbitrators shall be entered by a court having subject matter jurisdiction therein. The parties hereto agree that jurisdiction and venue for the entry of judgment upon said arbitration award shall be in ____________________ County, Illinois. The arbitrators are directed to award the expenses of the arbitration, including required travel and other expenses of the arbitrators and any representatives of the arbitrators costs, the costs and charges of the American Arbitration Association, all reasonable attorney’s fees and costs, to the prevailing party in the arbitration. No action shall be entertained if filed more than two years subsequent to the date the cause (s) of action actually occurred regardless of whether damages were otherwise as of said time calculable. The Broker shall be entitled to all information and copies of all documents relating to the arbitration from both the Arbitrator and the parties. In the event the parties take the controversy or claim to a Court of Competent Jurisdiction, the Broker shall be entitled to a copy of all filings, pleadings and rulings within 5 days after such papers are issued. This Agreement constitutes the entire agreement between the parties, supercedes all previous agreements and understandings between them, and shall not be modified except in writing executed by the parties. Buyer expressly acknowledges reading, understanding and receiving a copy of this Agreement.
A facsimile copy of this document and any signatures shall be considered for all purposes as originals. Buyer(s)
_________________________________ American Business Brokers Date
__________________________________ Name Date
by: ______________________________ Duly Authorized Agent
_________________ Date