Draft for legal review
Appointment
The Vendor appoints ExEx to provide the business-sale services stated in the agreed instruction, including preparation, buyer search, qualification, introductions and process coordination.
Vendor responsibilities
- Provide information that is accurate to the best of the Vendor's knowledge and correct material inaccuracies promptly.
- Identify confidential information and restrictions on disclosure.
- Cooperate reasonably with buyer enquiries and due diligence.
- Obtain independent legal, tax, accounting and other professional advice as appropriate.
- Tell ExEx promptly of direct approaches or offers relating to buyers introduced through ExEx.
ExEx responsibilities
ExEx will use reasonable efforts to present the opportunity appropriately, identify potential buyers and manage introductions. ExEx does not guarantee a sale, price, timetable or buyer funding.
Fees and commission
The instruction must state any initial fee, search fee, commission/success fee, VAT treatment, expenses, trigger for payment and any post-termination protection period. No percentage or trigger should be implied if it has not been expressly agreed.
Exclusivity
Any exclusivity must be expressly stated in the instruction. In the absence of an express exclusivity provision, the Vendor should not be treated as having granted exclusivity.
Introduced buyers and non-circumvention
Where ExEx introduces or identifies a buyer, the Vendor must not deliberately bypass ExEx to avoid an agreed fee. Any entitlement after termination must be limited to the period and introduced parties specified in the instruction.
Confidentiality
ExEx will handle commercially sensitive information in accordance with the agreed sale process and applicable confidentiality arrangements. The Vendor authorises disclosure only to the extent reasonably required for the agreed process.
Professional advice and regulation
ExEx is not the Vendor's solicitor, accountant, tax adviser or regulated investment adviser unless expressly stated and appropriately authorised. The Vendor remains responsible for the decision to accept an offer and complete a sale.
Liability
Nothing excludes liability that cannot lawfully be excluded. Any contractual cap or exclusion must be expressly stated and legally reviewed before launch.
Termination
The instruction should state how either party may terminate and which accrued fees, confidentiality obligations and introduced-buyer protections survive.
Law and disputes
Unless otherwise agreed, the agreement is governed by the laws of England and Wales. Complaints should first follow the ExEx Complaints & Dispute Resolution Procedure.