Business Broker Listing Agreement Template for United States

A Business Broker Listing Agreement is a legally binding contract used in the United States that establishes the terms and conditions under which a business broker will represent a business owner in the sale of their business. The agreement outlines the broker's authority, responsibilities, compensation structure, and the duration of the relationship. It includes crucial elements such as the scope of services, commission rates, confidentiality provisions, and marketing authorizations. The document must comply with both federal regulations and state-specific requirements, as business brokerage is regulated differently across various U.S. jurisdictions.

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What is a Business Broker Listing Agreement?

The Business Broker Listing Agreement serves as the foundational document in a business sale transaction, establishing the professional relationship between a business broker and a business owner who intends to sell their business. This agreement is commonly used in the United States when business owners seek professional assistance in marketing and selling their business. The document typically includes detailed provisions about the broker's services, compensation structure, confidentiality requirements, and the parties' respective obligations. It must comply with various federal regulations and state-specific requirements, as business brokerage services are regulated differently across U.S. jurisdictions. The agreement protects both parties' interests by clearly defining the terms of engagement, scope of authority, and conditions for success fees or commissions.

What sections should be included in a Business Broker Listing Agreement?

1. Parties: Identifies the business broker and the business owner (seller), including full legal names and contact details

2. Background: Outlines the context of the agreement, including brief description of the business and the owner's intention to sell

3. Definitions: Defines key terms used throughout the agreement including 'Business', 'Purchase Price', 'Commission', 'Qualified Buyer'

4. Appointment and Authority: Grants the broker the right to market and facilitate the sale of the business

5. Term and Termination: Specifies the duration of the agreement and conditions for early termination

6. Broker's Services: Details the specific services the broker will provide in marketing and facilitating the sale

7. Commission Structure: Specifies the broker's compensation, including commission rate, payment terms, and when commission is earned

8. Seller's Representations and Warranties: Statements by the seller about the business's condition, ownership, and authority to sell

9. Confidentiality: Provisions regarding the handling and protection of confidential business information

10. Marketing Authorization: Specific permissions regarding how the business can be marketed and advertised

11. Cooperation Requirements: Outlines the seller's obligations to cooperate with the broker

12. Dispute Resolution: Procedures for handling disagreements between parties

13. Governing Law: Specifies the jurisdiction and applicable laws

14. Signatures: Execution block for all parties to sign and date the agreement

What sections are optional to include in a Business Broker Listing Agreement?

1. Tail Period Provisions: Defines post-termination period during which broker may still earn commission

2. Multiple Broker Coordination: Used when multiple brokers may be involved in the sale

3. International Sale Provisions: Additional terms for businesses marketing to international buyers

4. Industry-Specific Compliance: Special provisions for regulated industries (healthcare, financial services, etc.)

5. Real Estate Components: Additional terms when the business sale includes real property

6. Franchise Requirements: Special provisions for franchised businesses

7. Employee Transition: Terms regarding handling of employee-related matters during sale

8. Intellectual Property: Special provisions for businesses with significant IP assets

What schedules should be included in a Business Broker Listing Agreement?

1. Schedule A - Business Description: Detailed description of the business, including assets, operations, and financial overview

2. Schedule B - Commission Structure: Detailed breakdown of commission calculations and payment terms

3. Schedule C - Authorized Marketing Materials: List of approved marketing materials and methods

4. Schedule D - Excluded Buyers: List of potential buyers excluded from the agreement

5. Schedule E - Required Disclosures: State-specific required disclosures and forms

6. Appendix 1 - Confidentiality Terms: Detailed confidentiality and non-disclosure provisions

7. Appendix 2 - Due Diligence Checklist: List of documents and information to be provided for due diligence

8. Appendix 3 - Marketing Plan: Detailed marketing strategy and timeline

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Broker Agreement

Cost

Free to use

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