Business Brokerage Agreement

Parties

This agreement is made between the Seller named in Schedule 1 (‘Seller’) and Bizionary (‘Bizionary’ or ‘the Agent’), trading as a business brokerage serving sellers across Australia. Contact: hello@bizionary.com.au or 0473 840 427. The Seller and Bizionary are together ‘the parties’.

Definitions

In this agreement, the following terms have the meanings given below.

Business

The business named in Schedule 1, including the goodwill, assets, and any licences and rights the Seller agrees to include in the sale, as described in Schedule 1.

Buyer

Any person, company, trust, or other entity that enquires about, inspects, negotiates for, or agrees to purchase the Business or any part of it, including that person’s related entities, directors, partners, and nominees.

Completion

The settlement of the sale of the Business, being the date on which the Business is transferred and the consideration becomes payable under the sale contract, or, if settlement occurs in stages, the date of each settlement.

Excluded Buyer

A person or entity named in Schedule 1 as at the agreed start date, with whom the Seller may deal directly during the initial marketing period without the Success Fee applying to a sale to that person.

Information Memorandum

The confidential document prepared to give prospective buyers detailed information about the Business, including financial, operational, and commercial information supplied by or approved by the Seller.

Protected Buyer

A Buyer introduced to, or documented as having been introduced to, the Business by Bizionary, whose name and contact details Bizionary has recorded in writing and provided to the Seller.

Sale or Transaction

Any sale, transfer, assignment, or other disposal of the Business, or any part of it, or of any majority interest in it, however structured, including through a sale of shares, assets, or a merger or restructure.

Total Consideration

The total value of everything the Buyer provides for the Business, including cash, any deferred or contingent payments, the value of any non-cash consideration such as property, shares, or a reduction of any debt, and any amounts the Buyer pays for related items such as stock, equipment, or restraint payments.

Success Fee

The fee set out in clause 7, being 5% of the Total Consideration plus GST, payable only on Completion.

Business Day

A day other than a Saturday, Sunday, or public holiday in the State or Territory nominated in Schedule 1.

1. Appointment and authority

1. The Seller appoints Bizionary as the Seller’s exclusive agent to market the Business and to introduce Buyers for the whole of the Business.
2. Bizionary will market the Business, receive and qualify buyer enquiries, arrange meetings and inspections, and support negotiations between the Seller and Buyers.
3. Bizionary is not the Seller’s lawyer or accountant and cannot bind the Seller to any sale, contract, or other obligation. The Seller makes all final decisions, including the decision to accept any offer.
4. Each party is responsible for obtaining its own legal, accounting, tax, and financial advice in connection with the sale of the Business.

2. Exclusive sole agency and Excluded Buyers

1. The Seller grants Bizionary an exclusive sole agency for the sale of the Business. During the initial marketing period of 90 days from the agreed start date, and for as long afterwards as this agreement continues, the Seller must not appoint any other agent or broker to sell the Business and must not advertise or offer the Business for sale separately, without Bizionary’s prior written consent.
2. The Seller must promptly refer to Bizionary every approach or enquiry about buying the Business that the Seller receives from any person.
3. Only a person named in Schedule 1 as an Excluded Buyer may be dealt with directly by the Seller during the initial marketing period without the Success Fee applying. After the initial marketing period, the Success Fee applies to a Sale to any person other than an Excluded Buyer who was already recorded as such.

3. Services and the Seller’s obligations

1. Bizionary will prepare the Information Memorandum, advertise the Business on appropriate business-for-sale platforms, screen and qualify buyer enquiries, coordinate buyer meetings and inspections, and support the negotiation of offers.
2. The Seller must give Bizionary accurate and complete information about the Business, including financial records, and must promptly correct any information that later proves inaccurate.
3. The Seller must approve the asking price, the marketing plan, and all marketing materials before they are published. Bizionary will not publish any material about the Business without the Seller’s approval.
4. The Seller must keep information about prospective Buyers confidential and must work through Bizionary while this agreement is in force.

4. Confidentiality

1. Bizionary will keep the Seller’s information confidential and will only release confidential information about the Business to prospective Buyers who have first signed, or otherwise agreed to be bound by, a confidentiality undertaking in a form the Seller has approved.
2. Bizionary may disclose confidential information where required by law or by a regulator, or to its professional advisers for the purpose of performing this agreement.
3. This clause continues to apply after this agreement ends.

5. Fees and costs

1. The Success Fee is 5% of the Total Consideration plus GST. There is no upfront fee: $0 is payable for Bizionary’s services unless a Sale completes.
2. The Success Fee becomes payable on Completion of a Sale, and not before. If a Sale completes in stages, the Success Fee is payable on each Completion in proportion to the consideration received.
3. Where the Total Consideration includes deferred or contingent payments, the Success Fee is calculated on the value of those payments when they are actually received. Where the Total Consideration includes non-cash consideration, the parties will agree in writing on a fair and reasonable value for that non-cash consideration before Completion, and the Success Fee is calculated on that agreed value.
4. The Seller must, at or promptly after Completion, give Bizionary copies of the sale contract, settlement statement, and any other documents reasonably needed to confirm the Total Consideration. The Success Fee is payable at Completion.
5. Any third-party costs the Seller approves (for example, professional photography) are the Seller’s responsibility and will be agreed in writing before they are incurred.

6. Covered transactions and the protected buyer period

1. The Success Fee applies to any Sale agreed during the term of this agreement, whichever party introduces the Buyer, other than a sale to an Excluded Buyer recorded under clause 2.
2. If this agreement ends, the Success Fee still applies to a Sale to a Protected Buyer that completes within 12 months after the agreement ends.
3. Anti-circumvention: the Success Fee also applies to a Sale to a Protected Buyer structured through a related entity, nominee, or third party, or arranged with the aim of avoiding the Success Fee. This clause does not apply to a sale to a genuine Excluded Buyer as recorded under clause 2.

7. Compliance, anti-money laundering, and privacy

1. The Seller warrants that the information it provides is accurate, that it is entitled to sell the Business, and that marketing the Business will not breach any law.
2. Bizionary may carry out reasonable identification and verification checks on prospective Buyers as part of its anti-money laundering and counter-terrorism financing procedures, and may ask Buyers for identification and source-of-funds information.
3. Each party will handle personal information collected under this agreement in accordance with the Australian Privacy Principles under the Privacy Act 1988 (Cth) and, where applicable, applicable State or Territory privacy law.

8. Limitation of liability

1. To the extent the law permits, each party’s liability under this agreement is limited to the fees payable under it, and neither party is liable to the other for indirect, special, or consequential loss.
2. Nothing in this agreement excludes, restricts, or modifies any right or remedy that cannot lawfully be excluded, restricted, or modified, including under the Australian Consumer Law.

9. Term and termination

1. This agreement begins on the agreed start date and continues for the initial marketing period of 90 days.
2. After the initial marketing period, this agreement continues until either party ends it by giving the other at least 30 days’ written notice.
3. Ending this agreement does not affect the Success Fee for a Sale to a Protected Buyer that completes within the 12-month protected buyer period, or any other obligation that by its nature survives termination.

10. Complaints and general terms

1. The Seller may raise a complaint about Bizionary’s services by email to hello@bizionary.com.au. Bizionary will acknowledge complaints and work to resolve them promptly.
2. This agreement is the entire agreement between the parties about its subject matter, and changes to it must be in writing and signed by both parties.
3. If a clause of this agreement is unenforceable, the rest of the agreement continues to apply.
4. This agreement may be signed in counterparts, including by electronic signature, and each counterpart is taken to be an original.

Schedule 1 — Seller and business details

This schedule is completed by the parties and forms part of the agreement. It is intentionally left blank on this web page.

Schedule 2 — Review and signing checklist

This schedule is provided as a checklist for reviewing and completing the agreement away from this web page, with your lawyer and the other party. This page does not provide an electronic signing service, and no signature is collected here.

• Both parties have read and understood the full agreement.
• Schedule 1 is complete, including the governing State or Territory and any Excluded Buyers.
• Each party has obtained independent Australian legal, tax, and accounting advice.
• The agreed start date and the initial marketing period are recorded in writing.
• The agreement is dated and signed by both parties in counterparts, including by electronic signature where agreed.

Signing the agreement

Signed for and on behalf of the Seller and by Bizionary, with each party’s signature, name, and date recorded on the completed document. Signing takes place between the parties outside this web page, and this page does not collect signatures or submissions.

Governing law

This agreement is governed by the laws of the State or Territory nominated in Schedule 1, and the parties submit to the jurisdiction of the courts of that State or Territory.