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Business Listing Agreement

Business Liquidation and Sale Representation Agreement

This business liquidation agreement is made and entered into on between, Mahandru Associates LLC registered with State Corporation Commission – Virginia, USA (hereinafter called as "Consultant") And (hereinafter called as "Owner") who is the legal owner or representative of owner(s) for the business (hereinafter called as "Business"); details of which are given as below;

Business Information

Whereas the Owner is desirous to appoint and authorize the Consultant as his agent, granting him the sole,exclusive and irrevocable rights to sell, exchange, lease, trade any / all portion of the business, including but not limited to its tangible and intangible assets, including furniture, fixture, equipment, inventory, trademark, trade names, customer list, contact data base, deposits, goodwill, licenses, and franchises on the proposed and agreed terms set forth herein or for any terms the Owner agrees during the sole and exclusive period starting from the date of signing this agreement until its validity.

Whereas the Consultant has accepted this engagement by pledging to use its best efforts as part of Consultant's ordinary course of business to promote, market and offer for sale, and to procure a ready, interested, willing and eligible Buyer (hereinafter called as "Investor") for the Business.

Whereas the both Parties are agreed to below terms and conditions of this agreement in order to execute the transaction more effectively;

Terms and Conditions

  • Owner acknowledges that he has full rights to represent the business and authorizes the Consultant to advertise, market and represent the business for the purpose of Business Sale and Liquidation and find a potential Investor (Buyer).
  • Owner represents and warrants that he is now and shall remain in full compliance with all local, state and federal laws, rules and regulations regarding the operation and sale of the Business and also warrants that the business is clear from all liens or encumbrances except those stated in Business Declaration Form.
  • Owner understands and hereby acknowledges that all facts, figures and other information provided and all additional supporting documentation pertaining to the Business are true and accurate and that Consultant will be rely on Owner's representations of facts, figure and other information when advertising and promoting the Business to potential Investor without making an investigation into the accuracy of such representations by Owner.
  • Owner is required to conduct a complete independent due diligence by third parties of its own trust, if required and on its own cost.
  • Consultant will not be responsible for any expenses incurred in the business liquidation transaction.
  • Owner understands and acknowledges that this agreement Consultant does not guarantee the sale of the Business, but the Consultant will make an earnest and concerted effort to sell the Business under the terms of this agreement.
  • Owner hereby consents to Consultant electing to act as dual agent and / or Investor (Buyer) Agent as well when circumstances warrant.

Fee, Commission and Remuneration

  1. Owner agrees to compensate the Consultant as its management fee or commission of 6% of the total sale value of the business or $8,000.00, whichever is higher.
  2. Sale value of the business is considered as a total value of the business which Investor will be liable to pay including but not limited to stocks and inventory.
  3. Consultant remuneration will be paid by Owner on the day of signing the SPA and obtaining a deposit.
  4. The full commission and management fee are considered as earned and due to Consultant in case if;
    1. The business is sold, leased, traded or otherwise conveyed by the Investor introduced by the Consultant, SPA is signed and/or down payment is made available to the Owner.
    2. The 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.
    3. If the Owner
      1. Cancel / breach this agreement or withdraw the Business form Sale listing.
      2. refuses or is unable to comply the sale transaction due to whatsoever the reason may be.
      3. preventing the disposition of the business during the validity of this agreement.
      4. Circumvent the Consultant by directly or indirectly approaching the potential investor or any of its representatives introduced or referred by the Consultant.
      5. delays due to any situation/circumstances and Investor withdraws its intent of acquisition.
  5. There will be a late payment fee charged to the Owner for 10% of the total due amount for every 5 days delay or $1,000.00 whichever is higher.
  6. In case of the Investor deposit and / or down payment has been forfeited due to any reason, the amount will be divided equally between the Owner (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. Owner agrees that should an agreement be reached where the purchase amount is paid in installments or different phases over an agreed period, the full commission and management 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.
  8. Incase if the Consultant finds a potential deal or Investor for a value higher than the asking / agreed price with the Owner, full amount of the difference in increased value will be sole property of the Consultant and the same amount in full will be added and reimbursed to the Consultant along with its normal agreed remuneration or commission amount as per signed agreement.

Validity of the Agreement: The validity of this agreement will be for 10 months from the date of signing or until the transaction is executed which will be auto renewed for every 3 months until a 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 what so ever 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 Owner 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 inure to the benefit of the parties hereto and shall be binding upon the parties hereto and their respective heirs, successors, and assigns.

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.

Owner acknowledgment: I have read, understood and agreed the terms of this agreement.