Broker Agreement - Template Form to Create Word and PDF Pro · US-law
✓ Valid in United States · drafted to comply with local law
Create your Broker Agreement - Template Form to Create Word and PDF for use in United States. Answer a few plain-English questions and the document fills in automatically as you go — then download it in Word and PDF, ready to sign or share. This version has been professionally rewritten to comply with local law.
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BROKER AGREEMENT
State of ________
This Broker Agreement (this “Agreement”) is made and entered into as of ________ (the “Effective Date”), by and between the following party (the “Buyer”):
________
________
and the following party (the “Broker”):
________
________
The Buyer and the Broker are referred to herein individually as a “Party” and collectively as the “Parties.” All references to the Broker and the Buyer in this Agreement shall include, where relevant, the Parties’ respective parent companies, affiliates, and subsidiaries.
RECITALS
WHEREAS, the Buyer desires to purchase certain goods as more particularly described herein;
WHEREAS, the Broker maintains contacts within the following industry: ________, and desires to act as an independent intermediary and finder of goods for the Buyer; and
WHEREAS, the Parties desire to set forth the terms and conditions upon which the Broker shall provide such services to the Buyer.
NOW, THEREFORE, in consideration of the premises and the mutual promises, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ I. RELATIONSHIP OF THE PARTIES
1. The Broker is engaged solely as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, agency, or fiduciary relationship between the Parties. The Broker has no authority to bind, contract in the name of, or create any liability or obligation for or on behalf of the Buyer, and shall not represent that it possesses any such authority.
§ II. LEGAL COMPLIANCE
2. With respect to the following industry: ________, the Broker represents and warrants that it shall comply with all applicable federal, state, and local laws, regulations, and ordinances, and that it has obtained and shall maintain in full force and effect all licenses, registrations, and permits necessary to provide the broker services contemplated by this Agreement.
§ III. SERVICES PROVIDED
3. The Broker shall use commercially reasonable efforts and devote adequate business time and attention to identify providers of goods that the Buyer wishes to purchase and to introduce such provider(s) to the Buyer.
4. The Broker shall use commercially reasonable efforts and devote adequate business time and attention to find interested sellers of the following goods (the “Goods”):
________
5. All providers of Goods shall be identified in writing by the Broker to the Buyer (each, an “Identified Business”) before such provider shall be deemed covered by this Agreement.
6. This Agreement shall not apply to, and the Broker shall not be entitled to collect a Fee (as defined below) with respect to, the following (collectively, “Excluded Businesses”):
(a) providers of Goods to which the Buyer has previously been introduced by another party at any time during the Term or during the twelve (12)-month period prior to the Effective Date; or
(b) providers of Goods that the Broker otherwise represents, either directly or indirectly.
§ IV. TERM AND TERMINATION
7. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with this § IV (the “Term”).
8. Either Party may terminate this Agreement, with or without cause, by providing not less than thirty (30) days’ prior written notice to the other Party.
9. Unless earlier terminated as provided herein, this Agreement shall automatically terminate on ________.
10. Termination of this Agreement shall not relieve either Party of any obligation accrued prior to the effective date of termination, including the Buyer’s obligation to pay any Fee earned by the Broker. The provisions of §§ VII (Non-Circumvention), VIII (Confidentiality), and XIII (Applicable Law and Venue), together with any provision that by its nature should survive, shall survive termination of this Agreement.
§ V. EXCLUSIVITY
11. During the Term, the Broker shall have the exclusive right to introduce to the Buyer prospective sellers of the Goods who are not already known to the Buyer and who are not Excluded Businesses.
§ VI. FEES AND PAYMENT
12. The Broker may participate in the transaction between the Buyer and an Identified Business; provided, however, that the Buyer shall retain the right of final approval of any such transaction in its sole discretion.
13. The following conditions must be satisfied in order for the Broker to be entitled to payment of a fee (the “Fee”). If these conditions are not met, the Broker shall not be entitled to any Fee for making the introduction:
________
14. The Fee shall be calculated as ________% of the net value of the Goods purchased by the Buyer as a direct result of an introduction by the Broker. “Net value” shall exclude value-added or sales tax, postage, packaging, insurance, refunds, and any payments not honored by a financial institution.
15. Upon determination of the Fee due, the Broker shall issue an invoice to the Buyer, and payment shall be due within thirty (30) days from the date of the invoice.
16. Acceptable forms of payment include the following:
________
§ VII. LATE PAYMENTS
17. For any Fee payment that is not paid within thirty (30) days of its due date, the Buyer shall pay a late charge equal to the lesser of (a) five percent (5%) of the outstanding Fee payment or (b) the maximum rate permitted by applicable law. Such late charge shall be in addition to, and not in lieu of, any other remedy available to the Broker.
§ VIII. NON-CIRCUMVENTION
18. During the Term and for a period of twelve (12) months following its termination, the Buyer shall not, directly or indirectly, circumvent, avoid, bypass, or obviate the Broker in order to avoid payment of Fees or otherwise benefit, either directly or indirectly, from any transaction with any Identified Business introduced by the Broker, without the prior written consent of the Broker.
§ IX. CONFIDENTIALITY
20. The term “Confidential Information” shall include any proprietary information, in whatever form, that:
(a) is provided by the Buyer to the Broker, including information regarding the Buyer’s business, finances, prospects, operations, products, employees, technologies, contact lists, and financial models (including not only written information but also information transferred verbally, visually, electronically, or by any other means);
(b) concerns any agreements that the Broker may aid the Buyer in entering into; or
(c) consists of analyses or any other internal, non-redacted memoranda or other documents prepared by the Broker that are derived from, or include material portions of, the Confidential Information.
21. Confidential Information shall not include any information that:
(a) is already known to the Broker at the time of its disclosure without obligation of confidentiality;
(b) is or becomes publicly known through no wrongful act of the Broker;
(c) is communicated to a third party with the express written consent of the Buyer; or
(d) is lawfully required to be disclosed pursuant to applicable law, regulation, or valid legal process, provided that before making such disclosure the Broker shall, to the extent legally permitted, promptly give the Buyer written notice and cooperate in the Buyer’s reasonable efforts to assure confidential handling of such information.
22. The Broker shall safeguard and keep confidential the Confidential Information and shall not disclose any Confidential Information to any other person or entity except on a need-to-know basis and subject to obligations of confidentiality no less protective than those set forth herein.
23. The Broker shall not use the Confidential Information for any purpose other than those related to the services it provides to the Buyer under this Agreement.
24. All Confidential Information and any copies thereof shall be returned to the Buyer, or destroyed at the Buyer’s election, promptly upon the Buyer’s written request, and shall not thereafter be retained in any form by the Broker.
§ X. INDEMNIFICATION
25. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from the Indemnifying Party’s breach of this Agreement, negligence, willful misconduct, or violation of applicable law.
§ XI. LIMITATION OF LIABILITY
26. Except for breaches of § IX (Confidentiality), § VIII (Non-Circumvention), or a Party’s indemnification obligations, in no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, whether based in contract, tort, or otherwise, even if advised of the possibility of such damages.
§ XII. NOTICES
§ XIII. ASSIGNMENT
28. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
§ XIV. ENTIRE AGREEMENT
29. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, promises, or conditions, whether oral or written.
§ XV. SEVERABILITY
30. The Parties have attempted to limit the non-circumvention provision so that it applies only to the extent necessary to protect the legitimate business and property interests of the Parties.
31. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
32. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
§ XVI. AMENDMENT
33. This Agreement may be modified or amended only by a written instrument duly executed by both Parties.
§ XVII. WAIVER OF CONTRACTUAL RIGHTS
34. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
§ XVIII. APPLICABLE LAW AND VENUE
35. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles. The Parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in ________, and each Party irrevocably submits to the jurisdiction of such courts.
§ XIX. COUNTERPARTS
36. This Agreement may be executed in one or more counterparts, including by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
________________________________________
Signature of ________, Broker
By: ________
Title: ________
Date: ________
________________________________________
Signature of ________, Buyer
By: ________
Title: ________
Date: ________
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