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Business Broker Engagement Agreement Template for England and Wales

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Key Requirements PROMPT example:

Business Broker Engagement Agreement

"I need a Business Broker Engagement Agreement for my UK-based M&A consultancy firm, with specific provisions for cross-border transactions and a complex success fee structure based on deal value tiers."

Document background
The Business Broker Engagement Agreement serves as the foundational document for establishing a professional relationship between a business broker and their client in England and Wales. This agreement is essential when engaging professional services for business sales, acquisitions, or mergers, setting out clear parameters for the engagement including scope of work, fee structures, confidentiality provisions, and service levels. It provides protection for both parties while ensuring compliance with UK regulatory requirements and professional standards. The agreement is particularly important for defining success criteria, payment terms, and the extent of the broker's authority to act on behalf of the client.
Suggested Sections

1. Parties: Identifies and defines the contracting parties - the broker and the client

2. Background: Sets out the context and purpose of the broker engagement

3. Definitions: Defines key terms used throughout the agreement including 'Services', 'Success Fee', 'Target Business'

4. Scope of Services: Details the specific services to be provided by the broker including business identification, valuation, and transaction support

5. Appointment and Authority: Establishes the nature of the broker's appointment and extent of their authority to act

6. Fees and Payment Terms: Specifies retainer fees, success fees, payment conditions and timing

7. Term and Termination: Defines the duration of the agreement and circumstances for early termination

8. Confidentiality: Sets out obligations regarding confidential information and trade secrets

9. Non-Circumvention: Prevents parties from circumventing the broker to avoid fees

10. Representations and Warranties: Contains standard representations about capacity and authority to contract

11. Limitation of Liability: Sets out the extent and limitations of the broker's liability

12. General Provisions: Contains boilerplate clauses including governing law, notices, and entire agreement

Optional Sections

1. Success Fee Structure: Detailed provisions for performance-based compensation, used when including success-based payments

2. International Services: Additional provisions for cross-border services, used when broker provides international services

3. Sub-broker Arrangements: Terms governing the engagement of sub-brokers, used when sub-brokers may be involved

4. Data Protection: Specific provisions for handling personal data, used when significant personal data processing is involved

5. Anti-Money Laundering: Specific AML obligations and procedures, used when dealing with regulated activities

Suggested Schedules

1. Schedule of Fees: Detailed breakdown of fee structure, calculations, and payment mechanisms

2. Service Level Agreement: Detailed service standards, response times, and performance metrics

3. Target Business Profile: Specific characteristics and criteria for businesses to be targeted

4. Excluded Opportunities: List of businesses or opportunities excluded from the scope of the agreement

5. Required Information Schedule: Lists the information and documentation required from the client

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Relevant Industries
Relevant Teams
Relevant Roles
Industries

Estate Agents Act 1979: May apply if the broker's activities involve real estate transactions or fall within the scope of estate agency work. Regulates conduct and disclosure requirements.

Financial Services and Markets Act 2000: Crucial if the broker's activities involve regulated financial services. Sets out regulatory framework for financial activities and requirements for authorization.

Consumer Rights Act 2015: Relevant if the broker deals with consumers. Ensures fair treatment and transparency in business-to-consumer contracts.

Data Protection Act 2018 and UK GDPR: Governs the handling and protection of personal data in business operations. Essential for data privacy compliance.

Bribery Act 2010: Sets out anti-bribery and corruption requirements. Important for ensuring ethical business practices and proper disclosure.

Money Laundering Regulations 2017: Establishes requirements for due diligence and prevention of money laundering in business transactions.

Contracts (Rights of Third Parties) Act 1999: Determines how third parties may enforce terms of a contract. Important for defining scope of contractual rights.

Misrepresentation Act 1967: Provides remedies for false statements made during contract formation. Critical for disclosure obligations.

Unfair Contract Terms Act 1977: Regulates unfair terms in business contracts and limits ability to exclude certain liabilities.

Competition Act 1998: Ensures compliance with competition law and prevents anti-competitive practices in business arrangements.

Companies Act 2006: Relevant for corporate disclosure requirements and duties when dealing with company transactions.

Limitation Act 1980: Sets statutory time limits for bringing legal claims. Important for defining limitation periods in the agreement.

FCA Regulations: Financial Conduct Authority regulations applicable if activities fall within regulated financial services.

Common Law Contract Principles: Fundamental principles of contract formation including offer, acceptance, consideration, and intention to create legal relations.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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