Exclusive Right of Sale Listing Agreement For Business
This is a legal and binding contract on all parties hereto, including their heirs, legal representatives, successors and assigns and if it is not fully understood, OWNER should seek competent legal advice. 1 1. This contract made and entered into by and between:2* _____ _____________________________________ (OWNER” which term shall include singular and plural)3* and ___________ (BROKER”)
4* OWNER hereby gives BROKER for a period of time commencing the __1___ day of _September 2007_, and terminating the _5 1 day of _September 2008, or any renewal hereof (‘Termination Date”) THE EXCLUSIVE RIGHT AND AUTHORITY to find a 6 purchaser of the real property and/or inventory or assets, arrange a merger; lease, lease with option to purchase, rent or7 exchange for the herein described property and personalty described in Paragraph 1(A). Upon full execution of a contract for8 sale and purchase of the Property, all rights and obligations of the Agreement will automatically extend through the date of9 the actual closing of the sales contract. 10 A. Description of business opportunity:11* Street address:12” Legal Description:13*14*15*16*17 B. Description of personal property (including machinery, inventory, supplies and equipment): Upon the following price18* and terms:19202122”23* Price: $____________________24* Terms: (include special financing terms here)______________________________________________________________25*26* C. Mortgage Information: existing mortgage with $_________ Balance; _________%, Payable $ ________, Per Month27” P.I. $________ Approximately years to run.
28 D. Interest on encumbrances, taxes, insurance premiums and rents shall be adjusted pro rata at the date of closing.29 Improvement liens, if any, will be discharged by the OWNER. The usual and customary time to be allowed for examination30 of title and closing of the transaction. Personal property to be included in the purchase price shall include all fixed equip-31” ment, and plants and shrubbery now installed on said property. It is understood that the sale is to include: the good-32* will and name as a going concern; furniture, fixtures and equipment as per attached inventory; advertising; con33 tract rights; leases; licenses; rights under any agreement for interests except as stated herein. Seller shall34 convey title to personal property assets by Bill of Sale Absolute giving good marketable title unless the sale is a secured35 transaction, in which case a Security agreement will be required by the purchaser. The OWNER agrees at its expense to36s provide (a) preparation of and delivery to the Purchaser of a warranty deed or other ______________ conveying a mar-37 ketable title free and clear of all liens except encumbrances of record assumed by the Purchaser as part of the purchase38 priáe (public utility easements); (b) abstract of title or binder for marketable title insurance policy; (c) documentary39 stamps for the deed; (d) Seller’s attorney fees; (e) recording fee for satisfaction of existing mortgage is paid off.
40 2. BROKER agrees:41 A. To process business opportunity through Multiple Listing Services.42 B. To inspect and become familiar with the business opportunity and promote its sale;43 C.To present all offers and counter-offers in a timely manner regardless of whether the business opportunity is subject to a 44 contract for sale;45 D.To advertise business opportunity as BROKER deems advisable in newspapers, publications or other media;46 E.To the extent not in conflict with BROKER’S duties under paragraph 6 below, to furnish information requested by47 another agent or licensed real estate broker and to assist cooperating broker in closing transaction on the business 48 opportunity when requested.
49” Seller( ) ( ) and Broker/Sales Associate ( ) ( ) acknowledge receipt of a copy of this page, which is Page 1 of 4 Pages.
50. F. To take all reasonable precautions to prevent damage in the process of showing Property or permitting others to51 show Property, but ~OKER accepts no responsibility for loss or damage; and52* G. To utilize not utilize the name of the OWNER in connection with marketing or advertising of the Business Opportunity53 either before or after sale;54 H. To represent the OWNER, and thereby is authorized to accept, receipt for and hold all monies paid or deposited as a55 binder or deposit on the purchase of the Business Opportunity, and the duties of the BROKER relative thereto shall be in 56 accordance with the laws of the State of
Florida and r ions of the Florida Real Estate Commission; and
57 3. OWNER agrees:
58 A. To pay the BROKER compensation in accordance with the terms of this Agreement set forth in paragraph 4 below;59’ B. To give BROKER permission to pay cooperating brokers, except when not in OWNER’S best interest: and to offer60* compensation in the amount of 5% of the purchase price or $ to buyer’s agents, who represent the interest 61 of the buyers, and not the interest of OWNER in a transaction; and to offer compensation in the amount of % 62* of the purchase price or $ to a broker who has no brokerage relationship with the buyer or OWNER.63’ and to offer compensation in the amount of ___________% of the purchase price or $____________ to trans-64* action brokers for the buyer; None of the above (if this is checked, the Business Opportunity cannot be placed in the MLS.)65 C. In the event of an exchange, to permit BROKER to represent all parties and collect compensation or commissions from66 them. BROKER is authorized to pay other brokers such compensation or commissions in any manner acceptable to brokers.67 D. To pay compensation due BROKER if Business Opportunity , or any interests therein is sold, leased or contç~ be sold or~ leased or otherwise transferred within _____ days after Termination Date to anyone to whom the Business was submit-69 ted by or through the efforts of any BROKER or the OWNER before the Termination Date. However, the obligation to70 pay such compensation to BROKER shall cease if a bona fide Exclusive Right of Sale Contract is entered into after71 Termination Date with another licensed BROKER and a sale, lease, exchange or contract therefor, of the Business 72
Opportunity made during the term thereof;73 E. To notify the BROKER in writing before leasing, mortgaging or otherwise encumbering the Business Opportunity and to 74 provide details of any such encumbrances;75 F. To refer immediately to BROKER all inquiries relative to the purchase or leasing of the Business Opportunity.76 G. To warrant accuracy of information set forth herein and on the data sheets, exhibits and addenda attached hereto and77 to indemnify and save harmless BROKER and those relying thereon for damages resulting from errors contained therein;78 H. To furnish BROKER with keys to the Property and make the Property available for BROKER to show during work hours;79 I. To pay any applicable sales tax when due;80 J. To obtain any information relating to the present mortgage or mortgages on the Property including existing balance,81 interest rate, monthly payment, balance in escrow and payoff amount;82 K. To authorize BROKER to place “For Sale”, “Under Contract” OR Sale Pending” signs upon the Property and to83 remove the signs upon termination of this Agreement or sale of the Business Opportunity; and84 L. To otherwise cooperate with the BROKER in carrying out the purpose of this Contract.85 M. Provide all reasonable financial information, including but not limited to balance sheet, etc.
86 4. Compensation: OWNER agrees to pay BROKER as follows, including paying all taxes, if any, on BROKER’S services, if87 BROKER, any agent of BROKER or a Buyer’s Broker procures a buyer who is ready, willing, and able to purchase, lease, or88 exchange the property, and/or inventory of the OWNER, and/or assets of the business whichever is applicable, on the terms89 of this Contract or any other terms acceptable to OWNER. The stated compensation shall be paid to the BROKER in the90 event of a sale, exchange, or transfer of any interest including stocks or shares in the Property during the term of this con-91 tract, whether such transaction, sale or exchange be accomplished by the BROKER or any other person or entity including92 OWNER: (complete whichever fee arrangements apply):
93 A. (CHECK ONE): __10___% of gross sales price, or $______ including fees BROKER may pay to cooperating94 brokers. OWNER shall pay this fee at the time, and from the proceeds, of closing. If OWNER transfers the Property for95’ nominal consideration, OWNER shall pay $___________ on the date OWNER transfers title.
96 B. In the event the Business Opportunity is leased during the term of this Agreement, OWNER shall pay to BROKER a 97* leasing fee of $ or % of gross sales price. The fee shall be paid to BROKER when BROKER, OWNER or 98 anyone working by or through BROKER produces a tenant acceptable to OWNER. If the tenant purchases the Business99
Opportunity at any time, even if such a purchase is subsequent to the expiration date of this Agreement, BROKER shall be 100 the stated compensation set forth in Paragraph 4A at the time of closing.
101’ C. In the event that deposit(s) be retained, ___50___ % thereof, but not exceeding the compensation provided above, shall102 be paid to the BROKER as full consideration for BROKER(s) services, including costs expended by BROKER, and the103 balance shall be paid to OWNER. If the transaction shall not be closed because of refusal or failure of OWNER to per-104 form, the OWNER shall pay the said compensation in full to BROKER upon demand.
105 Seller( ) ( ) and Broker/Sales Associate ( ) ( ) acknowledge receipt of a copy of this page, which is Page 2 of 4 Pages.
106 5. OWNER understands that this Contract does not guarantee the sale of the Business Opportunity but that it does assure 107 OWNER that BROKER will make earnest and continued effort to sell the Business Opportunity until this Contract is 108 terminated.
109* 6. (CHECK ONE) OWNER DESIRES DOES NOT DESIRE UTILIZATION OF A LOCKBOX SYSTEM. IN THIS110 REGARD, OWNER HAS BEEN INFORMED THAT THROUGH THE USE OF A LOCKBOX SYSTEM, THE PROPERTY111 MAY BE MORE READILY SHOWN TO PROSPECTIVE BUYERS, BUT THAT PERSONAL PROPERTY OF OWNER,112 MAY, THEREFORE, BE MORE SUSCEPTIBLE TO THEFT OR DAMAGE. OWNER AGREES THAT THE LOCKBOX, IF113 UTILIZED, WILL BE FOR THE BENEFIT OF OWNER AND RELEASES BROKER AND THOSE WORKING BY OR114 THROUGH BROKER, AND THE BROKER(S) LOCAL BOARD(S) AND/OR ASSOCIATIONS OF REALTORS FROM ANY115 LIABILITY AND RESPONSIBILITY IN CONNECTION WITH ANY LOSS THAT MAY OCCUR. THE BROKER ADVISES116 AND REQUESTS THE OWNER TO SAFEGUARD OR REMOVE ANY VALUABLES NOW LOCATED ON THE PROPER-117 TY AND TO VERIFY THE EXISTENCE OF OR OBTAIN PROPER PROPERTY INSURANCE. SHOULD A TENANT BE 118 IN THE PROPERTY, THE SELLER SHOULD NOTIFY THE TENANT IN WRITING OF THE USE OF A LOCKBOX.
119 7. OWNER authorizes BROKER, upon execution of a contract for sale and purchase, to notify the Multiple Listing Service120 of the pending sale and after closing of the sale to disclose sale information including the sales price to the Multiple 121 Listing Service, other REALTORS and appraisers.
122 8. In the event any litigation arises out of this Contract, the prevailing party shall be entitled to recover reasonable 123 attorney fees and costs.
124 9. TERMINATION: This Contract shall terminate as of the Termination date unless sooner terminated as provided below:125 A. If OWNER decides, because of a bona tide change in circumstances, not to sell the business opportunity, this Contract 126 shall be conditionally terminated as of the date OWNER executes a Withdrawal Agreement and pays BROKER a cancella-127 tion fee of $30,0000 If OWNER contracts for sale to anyone after the agreed early termination date but on or before the 128 original Termination Date, then the early termination provided by this paragraph shall be voidable by BROKER and 129 OWNER shall pay BROKER the compensation stated in paragraph 4, less the cancellation fee paid pursuant to this 130 paragraph.
131 B. If at any time during the term of this Contract, BROKER determines that the proceeds from the sale of the Business 132
Opportunity which OWNER would reasonably expect to receive will not be sufficient to pay the compensation due 133 BROKER, then this Contract may be terminated by BROKER upon three days written notice to OWNER.
134 10. MANDATORY ARBITRATION: ATTORNEYS’ FEES: All claims, disputes, and other matters in question between the 135 parties arising out of or relating to this Contract, or any addendum or addition, SHALL BE DECIDED BY MANDATORY 136 BINDING ARBITRATION in accordance with the Florida Arbitration Code, Chapter 682, Florida Statutes. Each party shall 137 select any arbitrator and the two arbitrators so chosen shall choose a third arbitrator. The three arbitrators so chosen shall hear and 138 determine the matter. THIS AGREEMENT TO ARBITRATE SHALL BE SPECIFICALLY ENFORCEABLE UNDER THE 139FLORIDA ARBITRATION CODE, and judgment upon the award rendered by the ARBITRATORS may be entered by the Court 140 having jurisdiction thereof. In connection with any such arbitration or litigation, the prevailing party shall be entitled to recover all 141 fees and costs incurred including reasonable attorneys’ fees. OWNER has been advised and consents to permit BROKER to file a 142 lien against the Business Opportunity, if applicable, for unpaid real estate commissions, pursuant to Section 475.42(i)~), Florida 143 Statutes which lien shall be released only at such time as the full commission and all other sums due under this Agreement, 144 including interest, attorneys fees and costs, have been paid in full.
145 11. COMMERCIAL LIEN ACT DISCLOSURE: The Florida Commercial Real Estate Sales Commission Lien Act provides 146 that when a BROKER has earned a commission by performing licensed services under a brokerage agreement with you, the 147 BROKER may claim a lien against your net sales proceeds for the BROKER’S commission. The BROKER’S lien rights under 148 the act cannot be waived before the commission is earned.
149* Date: ____________ Seller: _________________ Tax ID No: — — — – — — – — — — — (print name)
150* Telephone #‘s: Home _________________ Work _________________ Cell _________________ Fax: _________________
151* Address: __________________________________________________________________ E-mail: ______________________
152* Date: ____________Seller: _____________________________ Tax ID No: — — — – — — – — — — — (print name)153 Seller( ) ( ) and Broker/Sales Associate ( ) ( ) acknowledge receipt of a copy of this page, which is Page 3 of 4 Pages.154 Telephone #‘s: Home________________ Work ________________ Cell _________________ Fax: ________________
155* Address: __________________________________________________________________ E-mail: ______________________
156* Date: ______________ Authorized Listing Associate or Broker: (print name)
157* Brokerage Firm Name: ________Ocean View Intl Realty__________________________ Telephone:
1101 Brickell Avenue Suite 301–
Miami Fl, 33131 E-Mail:
159* _______________________________________________ __________________________________________________160 Signature of Seller Signature of Seller
161 ________________________________________________162 Signature of Associate or Broker
163* Copy returned to Seller on the _____ day of _______________, _______ by: personal delivery mail e-mail fax.
164 Seller( ) ( ) and Broker/Sales Associate ( ) ( ) acknowledge receipt of a copy of this page, which is Page 2 of 3 Pages.
The Law Offices of Michael D. Stewart