Exclusive Buyer Agency Agreement
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This Exclusive Buyer Agency Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [BUYER NAME] (the "Buyer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [SECOND PARTY NAME] (the "Agent"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS Buyer intends to use the services of Agent as its purchasing representative when Buyer makes purchases of the merchandise listed in the attached Exhibit A;
WHEREAS Buyer and Agent wish to formalize the method by which they will transact business so as to ensure that both Buyer and Agent will act in this manner in the future;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
PURPOSE
Agent shall assist Buyer in purchasing real estate, as more particularly described in section 2. Agent’s services shall include, but not be limited to, consulting with Buyer regarding the desirability of
properties
and the availability of financing; formulating acquisition strategies; and negotiating purchase agreements. Buyer acknowledges that Agent is not acting as attorney, tax advisor, surveyor, appraiser, environmental expert or structural or mechanical engineer, and that Buyer should contact professionals on these matters.
Agent is not in a position to advise Buyer as to the location of any property within a floodplain or as to floo
dplain insurance requirements.
Buyer is encouraged to consult with appropriate professionals.
PROPERTY
Buyer desires to purchase real property meeting the following criteria
(“Desired Property”)
:
[LIST PROPERTY CRITERIA (TYPE, PRICE RANGE, GEOGRAPHICAL LOCATION, ETC)]
EXCLUSIVE AGENT
Buyer agrees that during the term of this agreement any and all inquiries and/or negotiations on behalf of Buyer relating to the acquisition of any Desired Property shall be through Broker/Agent.
COMPENSATION OF AGENT
In consideration for the services to be performed under the agreement, Buyer agrees to pay Agent as follows (check as applicable):
Retainer Fee.
Buyer will pay Agent a non-refundable Retainer Fee of $
[TOTAL]
due and payable upon execution of this agreement. The Retainer Fee shall be applied against any commission owed to Agent.
Hourly Fee.
Buyer will pay Agent an Hourly Fee of $
[TOTAL]
for services performed under this agreement due and payable upon receipt of invoice(s) from Agent. The Hourly Fee shall be applied against any commission owed to Agent.
Flat Fee.
In the event Buyer contracts to purchase the Desired Property, Buyer will pay Agent a Flat Fee equal to $
[TOTAL].
The Flat Fee is due and payable upon closing; provided, however, that if the transaction does not close because of any default on the part of the Buyer, the Flat Fee shall become immediately due and payable. The Flat Fee obligation shall apply to any purchase agreements executed during the term of this agreement, or during any extension of this agreement. The Flat Fee obligation will also apply to purchase agreements executed within
[TOTAL]
months after the expiration or other termination of this agreement, if the property acquired was presented to Buyer during the term of this agreement.
Commission.
In the event Buyer contracts to purchase the Desired Property, Buyer will pay Agent a Commission equal to
[PERCENTAGE]
% of the purchase price. The Commission is due and payable upon closing; provided however, that if the transaction does not close because of any default on the part of the Buyer, the Commission shall become immediately due and payable. The Commission obligation shall apply to any purchase agreements executed during the term of this agreement, or during any extension of this agreement. The Commission obligation will also apply to purchase agreements executed within
[TIMEFRAME]
months after the expiration or other termination of this
agreement if
the property acquired was presented to Buyer during the term of this agreement.
CREDIT
Buyer will receive a credit against any amount owed pursuant to paragraph 4 above for any commission paid to
Agent
by the seller or the seller’s listing
Agent
.
DISCLOSURE OF
AGENT
’S ROLE
6.1 At the time of any initial contact, Agent shall inform all prospective sellers and their agents that Agent is acting on behalf of Buyer. Agent will preserve any confidential information obtained during another agency relationship or in a prior or pending transaction or business relationship. Buyer acknowledges and agrees that the preservation of this confidential information shall not constitute a breach of any fiduciary duty owed to Buyer.
CONFLICT OF INTEREST (BUYERS)
Buyer acknowledges that
Agent
may represent other buyers desirous of purchasing property similar to the Desired Property. Buyer acknowledges and agrees that
Agent
may show more than one buyer the same
property and
may prepare offers on the same property for more than one buyer.
Agent
shall preserve any confidential information disclosed by any buyer-client and shall not disclose the existence of, or the terms of, any offer prepared on behalf of one buyer to another buyer. In the event
Agent
works for two competing buyer-clients in connection with any specific property,
Agent
will be working equally for both buyer-clients and without the full range of fiduciary duties owed by a buyer’s agent to a buyer. In this situation, the competing buyer-clients are giving up their rights to undivided loyalty and will be owed only limited duties of disclosure,
obedience,
and confidentiality.
CONFLICT OF INTEREST (SELLERS)
In the event Buyer becomes interested in a property listed by
Agent
(check as applicable):
This agreement shall automatically terminate only
regarding
that seller’s property (but shall continue as to all other real property) and
Agent
shall continue the agency relationship with the seller where the agency relationship was terminated pursuant to his paragraph. Any fees previously paid to
Agent
by Buyer pursuant to this agreement shall be returned to Buyer at
closing.
Agent
shall act as disclosed dual agent of both Buyer and the seller. In such event,
Agent
shall be entitled to any fees owed by B
uyer pursuant to this
agreement.
Agent
shall act as a transaction coordinator to facilitate the transaction, and not as an agent for either Buyer or the seller. In such event,
Agent
shall be entitled to any fees owed by Buyer pursuant to this agreement.
BUYER DISCLOSURE
Buyer agrees to disclose to
Agent
relevant personal and financial information to assure
Agent
that Buyer has the ability to complete any transaction which is the subject of this agreement. Buyer hereby grants to
Agent
the authority to disclose such information as
Agent
deems necessary or appropriate in order to influence the decision of a seller to accept an offer from Buyer.
LEASING OR OPTIONING
This agreement shall also apply to situations where Buyer wishes to lease or option property. In those situations, the terms used in this agreement shall be automatically changed as appropriate, so that the term “purchase” shall mean “lease,” “rent” or “option” and the term “Seller” shall mean “Lessor,” “Landlord” or “Optionor” and the term “Buyer” shall mean “Lessee,” “Tenant” or “Optionee.”
COST OF SERVICES OR PRODUCTS OBTAINED FROM OUTSIDE SOURCES
Agent
will not obtain or order products or services from outside sources (e.g. surveys, soil tests, title reports, inspections) without the prior consent of Buyer. Buyer agrees to pay for all costs for products or services so obtained.
INDEMNIFICATION
Buyer agrees to indemnify and hold harmless
Agent
and
Agent
’s agents on account of any and all costs or damages arising out of this agreement, provided
Agent
is not at fault, such obligation to include, but not be limited to, reasonable attorneys’ fees and costs.
NON-DISCRIMINATION
It is agreed by
Agent
and Buyer, parties to this agreement, that as required by law, discrimination because of religion, race,
colour
, national origin, age, sex, disability, familial status or marital status by said parties with respect to the purchase of the Desired Property is PROHIBITED. Local ordinances may offer protection against additional discrimination.
COUNTERPART
S
This agreement may be signed in any number of counterparts with the same effect as if the signature of each counterpart were upon the same instrument.
ELECTRONIC COMMUNICATIONS
The parties agree that this agreement, any
amendment,
or modification of this agreement and/or any written notice or communication in connection with this agreement may be delivered by electronic mail or by fax via the contact information set forth above. Any such communication shall be deemed delivered at the time it is sent or transmitted. The parties agree that the electronic signatures and initials shall be deemed to be valid and binding upon the parties as if the original signatures or initials were present in the documents in the handwriting of each party.
CONDITION OF PROPERTY
Buyer is not relying on
Agent
to determine the suitability of any Desired Property for the Buyer’s purposes or regarding the environmental or other condition of the Desired Property.
LIMITATION
Buyer and
Agent
agree that any and all claims or lawsuits between the parties to this agreement must be filed no more than six (6) months after the date of termination of this agreement. The parties waive any statute of limitations to the contrary.
MERGER
This agreement constitutes the entire agreement between the parties, and any prior agreements, whether oral or written, have been merged and integrated into this agreement.
CANCELLATION
19.1 This agreement may be CANCELLED or REVOKED only by the mutual consent of the parties in writing.
SEVERABILITY
AND
CONSTRUCTION
Except as expressly provided to the contrary herein, each article, term, condition and provision of this Exclusive Buyer Agency Agreement shall be considered severable, and if, for any reason whatsoever, any such article, term, condition or provision herein is deemed to be invalid, illegal or incapable of being enforced as being contrary to, or in conflict with any existing or future law or regulation by any court or agency having valid jurisdiction, such shall not impair the operation or have any other effect upon such other articles, terms, conditions and provisions of this Exclusive Buyer Agency Agreement, and the latter shall continue to be given full force and effect by the parties hereto, and shall be construed as if such invalid, illegal or unenforceable article, term, condition or provision were omitted.
All captions, titles, headings and article numbers herein have been inserted and are intended solely for the convenience of the parties, and none such shall be construed or deemed to affect the meaning or construction of any provisions hereof, nor to limit the scope of the provision to which they refer.
All references herein to the masculine gender shall include the feminine and neuter genders, and all references herein to the singular shall include the plural, where applicable.
This Exclusive Buyer Agency Agreement constitutes the entire, full and complete Agreement between the Buyer and the Agent concerning the subject matter hereof, and shall supersede all prior agreements, no other representations having induced the Buyer to execute this Agreement. No representation, inducement, promises or agreements, oral or otherwise, between the parties not included herein or attached hereto, unless of subsequent date, have been made by either party and none such shall be of any force or effect with reference to this Exclusive Buyer Agency Agreement or otherwise.
No amendment
change or variance of this Exclusive Buyer Agency Agreement shall be binding upon either party, unless mutually agreed to by the parties and executed by them, or by their respective authorized employees, officers, or agents in writing.
WAIVER
21.1 Nor failure, delay, waiver, forbearance or omission by either of the parties hereto of the conditions or of the breach of any term, provision, covenant or warranty contained herein, whether by conduct or otherwise, and no custom or practice of the parties not in accordance with the terms and conditions hereof, shall constitute or be deemed to be or be construed as being a further or continuing waiver of any such condition or breach, or the waiver of any other condition or of the breach of any other term, provision, covenant or warranty of this Agreement.
NOTICES
Any and all notices required or submitted under this
Exclusive Buyer Agency
Agreement shall be given in writing and shall be personally delivered or mailed by registered mail, postage prepaid and return receipt requested, except in the event of a postal disruption, to the respective [
PARTY
NAME] at the following addresses, unless and until a different address has been designated by notice in writing to the other party:
To the Buyer
[YOUR COMPANY NAME/NAME]
[YOUR COMPLETE ADDRESS]
To the Agent:
[NAME]
[COMPLETE ADDRESS]
LANGUAGE
AND
GOVERNING
LAW
This
Exclusive Buyer Agency
Agreement shall be governed by and construed and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the parties.
The parties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the parties relating to this Agreement be drafted in English.
IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on the date indicated above.
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title