Buyer's Fee and Services Agreement with God Bless Retirement

Provided by God Bless Retirement (Business Brokerage) with language guided by the Texas Association of Business Brokers (TABB)

This “Agreement” (herein so called) is entered into on this date between GBR Associates, LLC (God Bless Retirement) (hereinafter called "Finder"), and, the Buyer(s) or authorized representative of the owner(s) and/or the legal entity which owns the Business described below ("Buyer" whether one, more, authorized representative, or assigns). 

Finder is a member of the Texas Association of Business Brokers and subscribes to its code of ethics and professional standards. Finder will use reasonable care in performing as the agent of Buyer regarding the Purchase of a Business.  In addition, Finder is charged with the duties and responsibilities imposed on an agent representing a principal, limited only by the terms and conditions of this Agreement. 

THE PARTIES, intending to be legally bound, hereby agree as follows: 

1. Grant of Agency.  In consideration of the services and efforts to be provided by Finder, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby grants to Finder the RIGHT TO FIND and authority to act as agent exclusively for businesses and opportunities presented by Finder during the Term of this Agreement. Buyer retains the right to work with other brokers or agents for deals not introduced by Finder.

2. Intermediary Disclosure:  Finder (Broker) may act as an intermediary between the Buyer and Seller in a transaction. This document does not imply that permission to act as an intermediary has been granted. Such representation requires written consent from both Buyer and Seller.

   
   

   In acting as an intermediary, Finder must treat all parties fairly and honestly but may not disclose confidential information without written consent or legal obligation. Finder will not disclose that the Seller will accept a price less than the asking price or that the Buyer is willing to pay more unless authorized in writing. Finder may appoint associates to represent each party separately if acting as an intermediary. Both Buyer and Seller acknowledge and consent to Finder's ability to represent both sides of the transaction under these terms.

3. Term.  The primary term of this Agreement shall be for six months from date of this Agreement.  After the primary period, this Agreement shall continue until terminated upon TEN (10) days prior written notice of termination delivered by ONE (1) party to the other via certified mail, return receipt requested.  If not otherwise terminated, this Agreement shall terminate twenty-four months from the date of this Agreement.  From the date of this Agreement until proper termination shall be defined as the “Term” of this Agreement.

4. Service Fees.  Buyer may terminate this agreement for any reason upon providing written notice to Finder.

   
   

   Termination will relieve Buyer of any obligation after the initial six-month installment and will immediately cease all work and services from Finder.

   
   

   For services rendered by Finder under this Agreement, Buyer shall pay to Finder service fees as follows: 

   
   

   1. Work Retainer Fee (Non-Refundable):

      - An initial $10,000 included with an SOP. This constitutes six months of work. Work begins upon receipt of funds.

   2. A Success Fee: To be paid upon transaction closing, equal to 5% of total consideration for an acquisition brokered by Finder.

   3. For full and/or certified valuations, there is a $3,000 added expense (optional), which are decided upon by the client (Buyer) and most appropriate during due diligence in the buying process.

5. Services to be Provided by Buyer.  In further consideration of the services and efforts to be provided by the Finder, the Buyer agrees to provide the following services in a timely and diligent manner to Finder during the Term of this Agreement: 

   
   

   1. to use reasonable business efforts to review and evaluate as to suitability for Purchase any Business found for Buyer by 

Finder during the Term of this Agreement; 

b. to cooperate with Finder in reviewing any Business; 

c. to furnish Finder and any person, group or entity interested in selling a Business within the criteria defined by Buyer above, pertinent information within Buyer's knowledge or subject to Buyer's control concerning all aspects of the Buyer; 

d. to notify Finder promptly of any material changes that may affect the financial or other abilities of the Buyer; 

e. to notify Finder of any and all "Contact" (defined, without limitation, as any communication or inquiries, whether oral or written, concerning any aspect of the Purchase of a Business introduced by Finder) within 48 hours of such Contact;  

f. to instruct any person or entity who may be handling the closing of the Purchase of the Business to pay and disburse out of the Sale proceeds directly to Finder, any money due under the terms of this Agreement; 

g. to notify Finder of the date, time and location of a closing of a Purchase at least FIVE (5) days prior to such closing; 

h. to consider Finder a party to any closing and take all reasonable steps necessary to ensure that Finder attends such closing, or is permitted to send a representative to the closing; and 

i. to provide Finder with the appropriate consent (e.g. corporate resolution, spousal consent, partnership authorization, etc.) necessary to evidence the authorization which Buyer has to authorize and complete this Agreement and the Purchase of a Business. 

6. Representations and Warranties of Buyer.  Buyer makes the following representations and warranties to Finder: 

a. Buyer is duly authorized to represent all owners, direct or indirect, of the Buyer or buying entity, and that all such owners have agreed to be bound by the terms and conditions of this Agreement and will join in representations and warranties contained herein and if Buyer is a partnership, corporation or other entity, the person(s) signing on behalf of such entity hereby represent(s) and warrant(s) that he/she has or they have the authority to enter into this Agreement on behalf of said entity and that he/she is or they are personally liable for all provisions of this Agreement. 

b. Buyer will seek competent counsel (legal, financial, tax, etc.) in any Purchase of any Business.  Buyer understands and agrees that “Finder Group” (herein defined as Finder and its agents, employees, officers, directors, shareholders, co-brokers, co-finders, independent contractors and affiliates) WILL NOT PROVIDE ANY LEGAL, ACCOUNTING OR TAX ADVICE TO BUYER and will NOT provide any related services to Buyer acting as licensed attorneys, accountants or tax advisors.  Buyer understands that Buyer shall be required to fill out and submit to the IRS Form 8594, Asset Acquisition Statement, showing the allocation of purchase price upon closing of the Purchase. 

c. Buyer acknowledges that Finder advises that if real property is involved in any purchase, Buyer should have the abstract covering the property examined by an attorney of Buyer's own selection and/or that Buyer should be furnished with or obtain a policy of title insurance and Buyer should have appropriate environmental testing performed to assure environmental compliance and have any examination or inspection of any equipment or other assets performed including the examination of any computer, software, telephone or other equipment that Buyer deems necessary to assure year 2000 compatibility. 

d. If the Buyer effects the Purchase of a "Related Business" (defined as any property and/or business, or similar or related asset, including other businesses or assets at other locations, that is owned in whole or in part by the same persons, or their relatives, or legal entities that own the Business during the Term of this Agreement) during the Term of this Agreement or within TWO (2) years after the termination of this Agreement and such Purchase is made seller or Prospective Seller with whom Finder or any cooperating broker or finder had any Contact, Finder shall be entitled to a Professional Service Fee on, and at the time of, the Purchase of the Related Business in accordance with Section 4 hereof.

e. In any Purchase hereunder, Finder is expressly authorized to represent and to receive compensation from any and all parties to the Purchase of the Business and the receipt or accrual of any such compensation to Finder from parties, other than Buyer, shall not diminish Buyer’s obligation under this Agreement, as long as any such arrangement with parties other than Buyer is disclosed to Buyer by Finder.  

f. Finder is authorized to cooperate with other finders and/or brokers and to furnish all financial and other information provided by Buyer to Prospective Sellers at Finder's sole discretion. 

g. All information previously or hereafter furnished to Finder is complete and accurate in all material respects.  Buyer understands and acknowledges that all information supplied to Finder by Buyer or Buyer’s representatives will be relied on by Finder when promoting the Buyer to Prospective Sellers. Buyer agrees that Buyer’s inability to prove such information to the satisfaction of any Prospective Sellers will constitute a material breach of this Agreement.  Buyer understands and agrees that Finder will make no independent investigation with respect to any of the information supplied by Buyer. 

h. Buyer has read and understands this Agreement and Buyer further acknowledges and agrees that any Independent Contractor is not an employee or representative of Finder and has no authority to commit Finder on any matter. 

i. Buyer may employ or compensate other finders, brokers, dealers, salesmen, or agents for transactions not introduced by Finder. However, Buyer agrees that Finder will exclusively represent Buyer for any business or opportunity introduced by Finder during the Term of this Agreement. When this Agreement is signed, it shall constitute the joint and several, personal and individual obligations of each Buyer signatory hereto. Also by Buyer's signature below, Buyer certifies that Buyer has received a copy of this Agreement. 

j. In the event Finder procures a Business as described above or any other business acceptable to Buyer, Buyer agrees to thereupon execute a written "Offer" (hereby defined as a letter of intent, an offer to purchase, or any similar document) with the Owner, which document shall contain the essential terms and conditions of the proposed Purchase.

7. Compensatory Events.  The Finder’s Fee described in Section 3 shall be earned and payable to Finder, in cash, at Finder's office in Tarrant County, Texas upon the occurrence of any of the following events: 

a. The Purchase (or Sale) of a Business introduced by Finder during the Term of this Agreement, as described in Section 8, if such Purchase is made from or by any Owner with whom Finder (or any cooperating finder, broker, dealer, salesman, agent, or similar entity) or Buyer had any contact regarding the Business introduced by Finder during the Term of this Agreement. 

b. The Purchase (or Sale) of a Business at any time within TWO (2) years after the termination of this Agreement as described in Section 9, if such Purchase is made from or by any Owner with whom Finder (or any cooperating finder, broker, dealer, salesman, agent, contractor or similar entity) or Buyer had any contact regarding same during the Term of this Agreement. 

c. Buyer presents or accepts in writing an Offer to purchase or sale the Business from or by an Owner, where Owner has also accepted the Offer, and Buyer then fails to complete the Purchase (or Sale) of the Business through no fault of Owner. 

d. Buyer purchases (or sells) all or part of the capital stock of the Business.  (Such action shall be deemed a breach of this Agreement and the fee due Finder will be equal to the commission due upon a Purchase Price of the capital stock plus all liabilities of the Business existing as of the date of closing as described in Section 9). 

8. Purchase Defined.  The term “Purchase” (or "Sale") is defined as any (or any option, whether granted or exercised, for) transfer, conveyance, merger, consolidation, exchange, creation of partnership or a business relationship of any kind, indenture or disposition of the Business or a Related Business, including, without limitation, the sale, merger, consolidation or other corporate transaction involving the Business or a Related Business or a significant part of either of their respective assets, the consignment, franchise, assignment, lease or hypothecation of the Business or a Related Business, its capital stock, assets, or any portion thereof, (other than in the ordinary course of business), or the employment (including, without limitation, hiring or entering into any agreement for compensation) of the Buyer introduced to Buyer by Finder, or the employment (including, without limitation, hiring or entering into any agreement for compensation) of Seller, or a principal of Seller, by, or through, Buyer, or any loans or guarantees to the benefit of Seller or the Business. 

9. Purchase Price Defined.  The term Purchase Price (or "Sale Price") shall mean any and all amounts of money or other consideration paid or conveyed to Seller, or for Seller's benefit, directly or indirectly, or paid or conveyed by a purchaser in connection with the Purchase or Sale of the assets or the capital stock of the Business or a Related Business plus all liabilities and/or other obligations retained by the Business, or assumed by a purchaser.  

This shall include, without limitation, cash, accounts receivable, stock, bonds, indentures, debentures, promissory notes, letters or lines of credit, loans, guarantees, interest, negotiable instruments, real or personal property, payments under employment and consulting agreements, non-competition agreements, partnership agreements, rental agreements, lease agreements (including real estate lease agreements), options (whether granted or exercised), payments pursuant to option agreements, capital investments, the assumption, assignment or discharge of liabilities, or any combination of the above or other consideration or things of value including, without limitation, the fair value of any consideration exchanged in any Purchase, Sale, merger, consolidation or other transaction.  

In addition, Purchase Price shall specifically include any and all payments made or to be made by Purchaser that are contingent upon future events, such as, without limitation, license, franchise, or royalty agreements, payments based on future sales or profits and all other items of a contingent nature.  Any portion of Purchase Price that is dependent upon contingent payments shall be negotiated in good faith by the parties hereto and shall be based on reasonable expectations of payments to the benefit of the Seller or the Business and shall be designated in a dollar amount and deemed added as part of the Purchase Price. 

10. Indemnification and Hold Harmless.  Buyer hereby releases, indemnifies, and holds harmless Finder Group against any and all losses, claims, damages, expenses or liabilities whatsoever, joint or several, which may arise out of or in connection with the performance of this Agreement, breach of a representation or warranty contained herein, or the performance of Finder Group in connection with this Agreement which release, indemnify and hold harmless shall cover, without limitation, matters caused by or arising out of the negligence of Finder Group.  This release, indemnification, and hold harmless agreement of Buyer shall not apply to any intentionally wrongful or grossly negligent acts of Finder Group.  Further, the indemnity shall be cumulative and shall be in addition to any other liability which may be imposed upon Buyer. 

11. Escrow Agent.  Finder is hereby given the right to appoint an escrow agent for all transactions relating to the Purchase of the Business.  Finder is authorized to accept earnest money deposits and deposit them with the escrow agent of Finder’s choice.  If any earnest money funds are forfeited by Buyer, Finder will retain or be paid all such sums, up to the amount of the total Finder’s Fee which would have been due Finder had the Purchase been consummated, as an additional fee for services performed by Finder.  The escrow agent handling the closing of the Purchase of the Business is entitled to rely on written instructions and directions of Finder for the payment of all money due hereunder as long as the person or entity handling the closing is given a copy of this Agreement. 

12. Certain Non-liability and Releases.  In no event shall Finder be required to participate in any evaluation of the Business, including, without limitation, any accounting, inventory, appraisal, audit, verification, stock value or other similar evaluation either for Buyer or for a Prospective Seller, and Buyer hereby expressly releases and discharges Finder from any responsibility or liability in connection with any such evaluation.  Buyer hereby expressly releases and discharges Finder from any responsibility or liability for setting the Purchase Price and terms of the Business.  Further, Buyer hereby expressly releases and discharges Finder from any responsibility or liability in connection with any action or lack of action of a Prospective Seller of the Business and for all due diligence investigations regarding the honesty, integrity of a Prospective Seller. 

13. Performance/Choice of Law/Venue/Interest.  The performance and construction of this Agreement shall be in Tarrant County, Texas and shall be governed by the laws of the State of Texas.  The parties agree that any claims, actions, or controversy regarding this Agreement, the transaction subject of this Agreement or any act, omission, occurrence, event or circumstance relating to or resulting from this Agreement, shall be resolved said County.  The parties agree to forbear from bringing suit in any state or county other than said County, Texas.  Buyer hereby agrees that all moneys due Finder that are not paid when due will bear interest at the maximum rate permitted by law on the unpaid balance, on legal fees and expenses through date of arbitration award or final judgement, whichever is earlier, plus such interest on all additional legal and other collection expenses. 

14. Binding Nature/Assigns.  The parties agree that this Agreement shall be binding upon Buyer, the Buyer's heirs, executors, successors, administrators, representatives or assigns and all individual signatories hereto.  This Agreement is non-binding upon Finder until countersigned as being accepted by an officer of Finder at Finder 's office in Tarrant County, Texas. Neither Finder nor Buyer may transfer or assign their duties and obligations hereunder, except as provided herein. 

15. Savings Clause/Waiver.  If any term, provision or condition of this Agreement shall be held to be invalid, void or unenforceable, the remainder of the provisions hereof, shall remain in full force and effect and this Agreement shall be construed as if such invalid, void or unenforceable provision had not been contained herein.  If any term, provision or condition of this Agreement is waived, the waiver must be in writing, signed by the party to be charged, but one such instance of waiver shall be limited to the facts specific to that waiver and does not constitute waiver of any other term or condition. 

16. No Guarantee/Reasonable Efforts.  Buyer acknowledges that Finder has not guaranteed the Purchase of or the location of a suitable Business and that a suitable Business may not be located by Finder at a price agreeable to Buyer.  Finder will use reasonable efforts to represent Finder as its agent with the Right To Find a Business until this Agreement is terminated. 

17. Travel Expenses. Buyer agrees to reimburse Finder for any travel expenses outside the Fort Worth, Texas area and for any extraordinary expenses or expenditures of time incurred in connection with the services to be rendered to Buyer hereunder, provided Buyer has approved in writing such expenses prior to their incurrence. 

18. Entire Agreement/Attorney's Fees.  This Agreement sets forth the ENTIRE AGREEMENT and understanding between the parties, superseding all prior written and verbal agreements, and cannot be modified, amended, supplemented or rescinded except in writing signed by Buyer and an officer of Finder.  If Finder employs legal counsel to enforce or to defend any provision or any part of this Agreement, the prevailing party shall be entitled to reasonable legal fees and expenses. 

19. Headings.  The Section (paragraph) headings of this Agreement are for administrative convenience only and shall not be construed in interpreting the Agreement. 

20. Facsimile Execution.  The parties hereby agree that a facsimile copy of this Agreement will be deemed an original for all purposes, and each party hereby waives the necessity of providing the original copy of this Agreement to bind the other. 

21. Arbitration.  The parties agree that any controversy or claim arising out of or relating to this Agreement, or breach thereof, including any matters involving Finder Group, shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  The parties further agree that the arbitrator's sole authority shall be to interpret and/or apply the provisions of this Agreement; and that the arbitrator(s) shall have no authority to change or modify any provision of this Agreement. Expenses of arbitration shall be born by the parties in such proportions as the arbitrator(s) shall decide.   

22. Non-Disparagement. The Seller agrees that during the term of this Agreement and thereafter, neither the Seller nor any of its agents, employees, representatives, or affiliates shall make, publish, or communicate to any person or entity, including but not limited to the press or social media, any defamatory, disparaging, or negative remarks, comments, or statements concerning the Broker, the services rendered by the Broker, or any matters related to this Agreement. This includes, without limitation, any publication of articles, reviews, or public records on the internet or in any other media that negatively reflect on the business practices, reputation, or professionalism of the Broker or the transaction subject to this Agreement. Should the Seller breach this clause, the Broker shall be entitled to seek any available legal remedy, including but not limited to injunctive relief, damages, and reimbursement of legal fees and costs. This Non-Disparagement Clause shall remain in full force and effect indefinitely, regardless of the expiration or termination of this Agreement.

23. Broker Acts as an Intermediary. A broker may act as an intermediary between the parties. The broker must obtain the written consent of each part to the transaction to act as an intermediary. The broker is required to treat each party honestly and fairly. A broker who acts as an intermediary in a transaction:

    
    

    1. Shall treat all parties honestly; 

    2. May not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner; 

    3. May not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer; 

    4. May not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by a court order or if the information materially relates to the condition of the Business.

    
    

    With the parties’ consent, a broker acting as an intermediary between the parties may appoint a person to communicate with and carry out instructions of one party and another person who is associated with the broker to communicate with and carry out instructions of the other party. 

Agreed and Accepted on agreement date set forth above by:

Buyer Representative: God Bless Retirement

Brandon Chicotsky, Ph.D. | Managing Principal of God Bless Retirement (GBR Associates, LLC)

817-800-1798 | info@godblessretirement.com

BUYER INFORMATION

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