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.

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