1. Seller agrees to compensate the Consultant as its Services Fee of 10% of the total sale value of the business or US $6,000.00, whichever is higher.
2. Sale value of the business is considered as the total value of the business which Buyer will be liable to pay including but not limited to stocks and inventory.
3. Consultant remuneration will be paid by Seller on the day of signing the SPA and obtaining a deposit.
4. The full services fee is considered as earned and due to Consultant in case if;
4.1 The business is sold, leased, traded, or otherwise conveyed to the Buyer introduced by the Consultant, SPA is signed and/or down payment is made available to the Seller.
4.2 Business is sold, leased, or traded within one year of the termination or expiry of this agreement to anyone referred or introduced by Consultant during the terms of the agreement.
4.3 If the Seller
4.3.1 cancel / breach this agreement or withdraw the Business from Sale listing.
4.3.2 refuses or is unable to comply with the sale transaction due to whatsoever the reason may be.
4.3.3 preventing the disposition of the business during the validity of this agreement.
4.3.4 circumvent the Consultant by directly or indirectly approaching the potential Buyer or any of its representatives introduced or referred by the Consultant.
4.3.5 delays due to any situation/circumstances and Buyer withdraws its Letter of Intent of acquisition.
5. There will be a late payment fee charged to the Seller for 10% of the total due amount for every 5 days delay or $250.00 whichever is higher.
6. In case of the Buyer deposit and / or down payment has been forfeited due to any reason, the amount will be divided equally between the Seller (50%) and Consultant (50%) and this amount will not be considered to be adjusted towards any other earner or due payments of the Consultant.
7. Seller agrees that should an agreement be reached where the purchase amount is paid in installments or different phases over an agreed period, the full services fee of the consultant will be disbursed from the first installment only even if the purchase of the remaining shares is not guaranteed by the Investor.
Validity of the Agreement: The validity of this agreement will be for 09 months from the date of signing or until the transaction is executed, which will be auto renewed for every 3 months until 30 days notice is served by either party.
Liability: The duties and obligations of both the parties towards the other party and / or to any third party are limited to the terms and conditions of this agreement. Consultant doesn't constitute any representation, warranty or guarantee of any kind whatsoever, and will not stand liable for any direct or indirect loss, loss of profit, personal / business opportunities, emotional disturbances, special or consequential damages arising out of or in connection with any delay in performance or non-performance due to whatsoever the reason may be.
Confidentiality Information: During the term of this Agreement and for a period of One (1) year thereafter, Consultant shall maintain in confidence and use only for purposes of this Agreement any information or documentation which Seller marks "Confidential" (collectively "Confidential Information"). To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, Consultant may disclose without prejudice, the Confidential Information which it is otherwise obligated under this Article not to disclose to its affiliates and to prospective Investor or co-broker, on a need-to-know basis, on condition that such entities or persons agree to keep the Confidential Information confidential for the same time periods and to the same extent as Consultant is required to keep the Confidential Information confidential.
Binding Effect: This Agreement shall endure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns.
Indemnification: Seller will indemnify and hold Consultant harmless for any loss, claim, damage, cost, expense or reasonable attorney's fee arising under this agreement unless Buyer Broker is at fault. If either party should violate the terms of this Agreement, and should the other party retain an attorney as a result of that violation, the party who violated the Agreement shall pay the other party reasonable attorney fees and costs incurred as a result of the violation.
Legal Compensation: Should a suit be commenced to enforce the Broker’s rights under this agreement and if the Broker is the prevailing party in said suit, the Buyer agrees to pay Broker the expenses and attorney’s and court fee incurred in said suit as well as any damages awarded.
Severability: If any term, covenant, condition, or provision of this Agreement thereof to any circumstance shall be invalid, illegal, or unenforceable to any extent, the remaining terms, conditions, and provisions of this Agreement shall not be affected thereby.
Entire Agreement: This Agreement shall constitute the entire agreement between the parties and will supersede any prior understanding or representation.
Digital or Electronic Signatures: In accordance with the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or E-Sign (the Act) and other applicable local or state legislation regarding Electronic Signatures and Transactions, the parties do hereby expressly agree to the use of electronic signatures as an additional method of signing and/or initialing this Agreement. The parties hereby agree that either party may sign electronically by using a digital signature service.
Arbitration: Any dispute which may arise in connection with the interpretation of the provisions of this contract shall be amicably settled, failing which; State and/or Federal Law of USA will be the governing rule. The award of the arbitration shall be final and binding upon both parties. Nothing in this Agreement is intended to contradict any mandatory provision of any Applicable Law.