THIS FRANCHISE CONSULTANT CANDIDATE REFERRAL AGREEMENT (this “Agreement”) is made and entered into on #server_date_custom("m-d-Y") (the “Effective Date”) by and between Franchise Flippers, a Colorado Corporation (“Flippers”) and #text(#field(2668)) #text(#field(2669)) (“Franchise Consultant”) on behalf of Consultants's legal entity #text(#field(2670)) (the “Legal Entity”).

PURPOSE

Franchise Flippers created the Resale Broker Network (the “Network” or “RBN”) with franchise consultants in mind. We believe that franchise consultants play an essential role in connecting qualified buyers with franchise resale opportunities — and that franchise consultants deserve to be compensated fairly and reliably when they do. The purpose of this Agreement is twofold: first, to give franchise consultants streamlined access to a growing inventory of franchise resales that are listed on the Network and are eligible to pay a finders fee (“Finders Fee”) to the franchise consultant who sources the buyer; and second, to provide a clear, enforceable framework that helps ensure franchise consultants are paid for every successful resale transaction (“Transaction”) involving an eligible buyer candidate (“Buyer Candidate”) they refer through the Network. We want this to be a relationship built on transparency, trust, and mutual success.

RECITALS

WHEREAS, Flippers operates a Franchise Resale Exchange (the “Exchange”) at www.franchiseflippers.com to connect franchisees and franchisors (each a “Seller”) to potential buyers; and,

WHEREAS, Flippers also operates the Network to connect Sellers to a vast network of franchise consultants, franchise coaches, and franchise brokers (each a “Franchise Consultant”) and their potential buyers; and,

WHEREAS, Sellers who have listed a franchise for sale on the Exchange (each a “Listing”) have separately executed a Buyer Finders Fee Agreement with Flippers (the “Seller Agreement”), under which they are obligated to pay a finder’s fee (“Finders Fee”) to Flippers upon the closing of a Transaction involving a Buyer Candidate referred through the Network; and,

WHEREAS, Franchise Consultant desires to access the Network to identify eligible franchise resale opportunities for their clients and to receive compensation in connection with successful Transactions; and,

WHEREAS, Flippers desires to provide Franchise Consultant access to the Network subject to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. NETWORK ACCESS AND REGISTRATION

To access the Network and view Finders Fee-eligible listings, Franchise Consultant must first create and maintain an active account with Flippers. Access to the Network and submission of Buyer Candidate registrations are available exclusively through the Network portal (the “Portal”). Franchise Consultant acknowledges that an active account in good standing is a prerequisite both for viewing eligible listings and for submitting registrations that qualify for a Finders Fee.

Flippers grants Franchise Consultant a limited, non-exclusive, revocable right to access the Portal and submit Buyer Candidates for listings that are actively listed on the Network (each a “Listing”). To be eligible to receive a Finders Fee in connection with any Listing, Franchise Consultant must register each Buyer Candidate through the Portal prior to introducing that Buyer Candidate to the Seller or initiating any discussions regarding the Listing on their behalf. Registrations submitted by any other means shall not be recognized and shall not give rise to any entitlement to a Finders Fee.

This Agreement applies solely to Listings that are active on the Network, and nothing herein limits Franchise Consultant’s ability to operate their business or serve their clients with respect to opportunities outside the Network.

2. TERM

This Agreement shall commence on the Effective Date and shall continue indefinitely until terminated in accordance with the terms herein. There is no fixed expiration date; however, Flippers reserves the right to request, at any time and in its sole discretion, written confirmation from Franchise Consultant of their desire to maintain active access to the Network. Failure to respond to such a request within the time period specified by Flippers shall constitute grounds for termination of this Agreement and removal of Franchise Consultant from the Network, without further notice or liability to Flippers.

3. TERMINATION

Flippers may terminate this Agreement and revoke Franchise Consultant’s access to the Network at any time, with or without cause, in its sole and absolute discretion, upon written notice to Franchise Consultant. Franchise Consultant may terminate this Agreement at any time upon written notice to Flippers.
Notwithstanding termination or expiration of this Agreement — whether initiated by Flippers or by Franchise Consultant — Franchise Consultant shall remain entitled to receive a Finders Fee with respect to any Buyer Candidate registered by Franchise Consultant prior to the effective date of termination, provided that the applicable Transaction closes within eighteen (18) months of such termination and all other conditions of this Agreement are satisfied.

Additionally, regardless of which party initiates termination, Franchise Consultant agrees that they may not circumvent Flippers with respect to any Listing that is currently on, or was previously listed on, the Network. Following termination of this Agreement, Franchise Consultant shall not directly contact, introduce a Buyer Candidate to, or otherwise facilitate a Transaction with any Seller whose franchise is or was listed on the Network, without first routing such referral through the Flippers Exchange or Platform and complying with the terms of this Agreement as if it remained in effect. This obligation applies for a period of eighteen (18) months following the effective date of termination and is intended to ensure that Franchise Consultants cannot terminate this Agreement as a means of bypassing Flippers and going directly to a Seller with a Buyer Candidate they identified while participating in the Network.

Termination of this Agreement shall not relieve either party of any obligations accrued prior to the effective date of termination, including but not limited to Flippers’ obligation to pay any earned Finders Fee and Franchise Consultant’s obligation to notify Flippers of any completed Transaction as set forth herein.

4. BUYER CANDIDATE REGISTRATION AND PRIORITY

To refer a Buyer Candidate in connection with a Listing on the Network, Franchise Consultant must register such Buyer Candidate through the Portal prior to introducing that Buyer Candidate to the Seller or initiating any discussions regarding the Listing on behalf of that Buyer Candidate.

In the event that two or more Franchise Consultants submit a registration for the same Buyer Candidate in connection with the same Listing, the Franchise Consultant who first submitted a complete and valid registration through the Portal shall be deemed the official referring consultant and shall be the sole consultant eligible for the Finders Fee in connection with that Buyer Candidate and Listing. Flippers shall use the timestamp recorded by the Portal to determine priority. All subsequent registrations of the same Buyer Candidate for the same Listing shall be deemed invalid and shall not give rise to any entitlement to a Finders Fee.

5. ELIGIBLE REFERRALS AND ORIGINAL INTRODUCTION REQUIREMENT

To be eligible for a Finders Fee, a Buyer Candidate referred by Franchise Consultant must represent an original introduction to the Seller with respect to the applicable Listing. Franchise Consultant acknowledges that each Seller on the Network has separately agreed, under their Seller Agreement with Flippers, to pay the Finders Fee in connection with any Buyer Candidate introduced through the Network, subject to a limited prior-engagement exception described below.

A referral shall not be deemed an original introduction, and no Finders Fee shall be owed, if the Seller can demonstrate to Flippers’ reasonable satisfaction, that Seller had direct, documented engagement with the same Buyer Candidate for the specific purpose of pursuing a Transaction of the applicable franchise within the six (6) month period immediately preceding Franchise Consultant’s registration of that Buyer Candidate through the Portal. In such a case, the Seller retains the right to object to the referral in accordance with the procedures set forth in the applicable Seller Agreement.

If the Seller fails to timely object, fails to provide adequate supporting documentation, or if the documented prior engagement occurred more than six (6) months before Franchise Consultant’s registration, the referral shall be deemed valid and the Finders Fee shall remain payable upon the closing of a Transaction with that Buyer Candidate.

For the avoidance of doubt, general or incidental prior awareness of a Buyer Candidate — without specific, documented engagement directed at a sale of the applicable franchise — shall not disqualify Franchise Consultant’s referral. Additionally, the manner in which the Seller or franchisor chooses to communicate with or respond to a Buyer Candidate (whether directly or through Franchise Consultant) shall have no bearing on Franchise Consultant’s eligibility for the Finders Fee.

6. ELIGIBLE REFERRALS AND ORIGINAL INTRODUCTION REQUIREMENT

By registering a Buyer Candidate through the Portal, Franchise Consultant represents and warrants that, to the best of their knowledge and reasonable professional judgment, the Buyer Candidate:

Has expressed a genuine and reasonable interest in acquiring a franchise resale opportunity of the type represented by the applicable Listing; and
Appears to possess a reasonable financial ability to complete a purchase, including sufficient net worth and liquid capital (cash on hand) consistent with the acquisition price and financial requirements associated with the applicable franchise.

Franchise Consultant acknowledges that repeated submission of unqualified or non-serious Buyer Candidates may, at Flippers’ sole discretion, result in suspension or termination of Network access.

7. FINDERS FEE

Upon the closing of a Transaction in which a Buyer Candidate registered by Franchise Consultant purchases a Listing on the Network, and provided all conditions of this Agreement are satisfied, Flippers shall pay Franchise Consultant a Finders Fee equal to the greater of eight percent (8%) of the Total Transaction Value or ten thousand dollars ($10,000), not to exceed forty thousand dollars ($40,000).

For purposes of this Agreement, “Total Transaction Value” means the total value of all consideration paid or to be paid by the Buyer Candidate in connection with the Transaction, consistent with the definition of “Total Consideration” as set forth in the applicable Seller Agreement.

Franchise Consultant acknowledges and agrees that:

Finders Fee amounts are subject to change and may vary from one Transaction to the next. The applicable Finders Fee for any given Listing is set by Flippers in coordination with the franchise Seller, and Flippers reserves the right to modify Fee structures at any time, including by amendment to this Agreement as provided herein.
Flippers must first receive payment of the full Finders Fee from the Seller before any portion thereof will be disbursed to Franchise Consultant. Franchise Consultant’s right to receive a Finders Fee is expressly contingent upon Flippers’ receipt of such payment.
In the event that the Finders Fee amount applicable to a specific Transaction differs from the standard schedule described in this Agreement — whether due to a deal-specific arrangement between Flippers and the Seller or franchisor, or for any other reason — Franchise Consultant shall receive no less than eighty percent (80%) of the Finders Fee actually collected by Flippers from the Seller in connection with that Transaction, unless a different amount has been agreed to in writing between Flippers and Franchise Consultant prior to closing.
The Finders Fee payable to Franchise Consultant represents a portion of the total fee collected by Flippers from the Seller. Flippers retains the remainder as a platform and administrative fee.

8. PAYMENT TERMS AND DIRECT PAYMENT PROHIBITION

All Finders Fees owed to Franchise Consultant shall be paid exclusively by Flippers. Franchise Consultant shall not solicit, accept, or receive any fee, commission, referral payment, or other compensation of any kind directly from a Seller, franchisor, or any other party in connection with a Buyer Candidate referral for any Listing on the Network.

Franchise Consultant acknowledges that Sellers on the Network have separately agreed, under their Seller Agreement with Flippers, that they are prohibited from making any direct payment to Franchise Consultant. Any payment received by Franchise Consultant directly from a Seller or franchisor in violation of this provision shall be promptly disclosed to Flippers and shall be deemed an offset against any Finders Fee otherwise owed by Flippers to Franchise Consultant.

Flippers shall use commercially reasonable efforts to disburse earned Finders Fees to Franchise Consultant within a five (5) business days following Flippers’ receipt of the Finders Fee from the Seller.

9. NOTICE OF COMPLETED TRANSACTION

If Franchise Consultant becomes aware that a Transaction has been completed between a Seller on the Network and a Buyer Candidate previously registered by Franchise Consultant through the Portal, Franchise Consultant shall promptly notify Flippers in writing. Such notice must be provided no later than five (5) business days following Franchise Consultant’s knowledge of the completed Transaction and must include all reasonably available details, including the identity of the Seller, the Buyer Candidate, and the approximate closing date.

Failure to provide timely notice may result in a delay in Franchise Consultant’s receipt of any applicable Finders Fee, but shall not, by itself, forfeit Franchise Consultant’s right to such fee, provided all other conditions of this Agreement are satisfied.

10. NOTICE OF COMPLETED TRANSACTION

Franchise Consultant agrees not to circumvent Flippers’ role in any Transaction involving a Listing on the Network. Franchise Consultant shall not facilitate, encourage, or participate in any arrangement in which a Seller pays Franchise Consultant directly, or in which the Transaction is structured to avoid the payment of fees to Flippers, in violation of this Agreement or the applicable Seller Agreement.

Franchise Consultant acknowledges that a Seller’s obligation to pay the Finders Fee to Flippers survives the termination of the Seller Agreement for up to eighteen (18) months with respect to Buyer Candidates introduced during the term of that agreement. Accordingly, Franchise Consultant’s eligibility for a Finders Fee in connection with such Buyer Candidates is similarly preserved during that period, subject to the terms of this Agreement.

For the avoidance of doubt, the non-circumvention obligations set forth in this Section and in Section 3 apply regardless of which party terminates this Agreement, and are intended to protect the integrity of the Network and ensure that all parties are fairly compensated for their respective roles in any Transaction.

11. ACCESS REVOCATION AND NETWORK INTEGRITY

Flippers reserves the right to suspend or permanently revoke Franchise Consultant’s access to the Network at any time, in its sole and absolute discretion, including but not limited to circumstances involving: violation of any term of this Agreement; conduct that Flippers determines to be detrimental to the Network, its users, or its reputation; or failure to respond to a request for confirmation of continued participation as described in the Term section of this Agreement.

Revocation of Network access shall not, by itself, affect Franchise Consultant’s right to receive a Finders Fee with respect to Buyer Candidates validly registered prior to such revocation, provided all other conditions of this Agreement are satisfied and the applicable Transaction closes within eighteen (18) months of such revocation.

12. AMENDMENTS AND MODIFICATIONS

Flippers reserves the right to revise, update, or amend the terms of this Agreement at any time, in its sole discretion, including but not limited to modifications to the Finders Fee structure, eligibility requirements, registration procedures, or Network access policies. Flippers shall provide Franchise Consultant with written notice of any material amendment. Franchise Consultant’s continued use of the Network following the effective date of any amendment shall constitute acceptance of the revised terms. If Franchise Consultant does not agree to the amended terms, Franchise Consultant’s sole remedy is to terminate this Agreement in accordance with the Termination section herein

13. NOT A BROKER

Franchise Consultant acknowledges and agrees that Franchise Flippers is not a licensed real estate broker, business broker, or securities broker-dealer, and does not hold itself out as such. Flippers operates the Exchange and the Network solely as a marketplace and referral platform. Nothing in this Agreement shall be construed to characterize Flippers as acting in a brokerage capacity on behalf of either party or as employing or engaging Franchise Consultant as a sub-agent or licensed broker. Franchise Consultant is solely responsible for maintaining any professional licenses required to conduct their own business activities and for ensuring their own compliance with applicable laws and regulations.

14. REPRESENTATIONS AND WARRANTIES

FLIPPERS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT ANY LISTING ON THE NETWORK WILL RESULT IN A COMPLETED TRANSACTION, THAT ANY BUYER CANDIDATE WILL SUCCESSFULLY ACQUIRE A FRANCHISE, OR THAT FRANCHISE CONSULTANT WILL EARN ANY FINDERS FEE UNDER THIS AGREEMENT.

15. INDEMNIFICATION

Franchise Consultant agrees to indemnify and hold Flippers, its officers, directors, employees, agents, and affiliated Franchise Consultants (collectively, “Indemnified Persons”) harmless from any and all claims, demands, obligations, actions, liabilities, or damages (including reasonable attorneys’ fees) arising out of or in connection with: (i) any misrepresentation made by Franchise Consultant regarding a Buyer Candidate’s qualifications, interest, or financial ability; (ii) Franchise Consultant’s violation of any term of this Agreement; or (iii) Franchise Consultant’s conduct in connection with the referral of any Buyer Candidate or the facilitation of any Transaction.

16. RELEASE

Franchise Consultant agrees to release Indemnified Persons from any and all claims, demands, obligations, actions, liabilities, or damages (including reasonable attorneys’ fees) arising from Flippers’ good faith provision of services under this Agreement, including circumstances in which a Buyer Candidate registered by Franchise Consultant declines to purchase a franchise, fails to complete a Transaction, or breaches any agreement with a Seller or franchisor.

17. MISCELLANEOUS

a. Enforceability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.

b. Governing Law; Venue. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance thereof, shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of laws principles. Any proceeding arising out of or relating to this Agreement shall be brought exclusively in the state and federal courts in Larimer County, Colorado.

c. Recitals. The Parties agree that the recitals to this Agreement are true and correct and are incorporated herein by this reference.

d. Entire Agreement. This Agreement sets forth the entire understanding between Flippers and Franchise Consultant concerning the subject matter hereof and supersedes any prior written or oral understandings between them, except as expressly amended by Flippers pursuant to Section 12.

e. Notices. All notices required under this Agreement shall be deemed delivered upon transmission by email, or at the time delivered by hand, one (1) business day after being placed in the hands of a commercial courier service, or three (3) business days after being placed in the mail by registered or certified mail, return receipt requested, postage prepaid.

f. Independent Contractor. Franchise Consultant is an independent contractor and not an employee, agent, partner, or joint venturer of Flippers. Franchise Consultant has no authority to bind Flippers to any agreement or obligation.

WAIVER

The waiver by either Party of any breach of any provision of this Agreement by the other Party must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach.

MULTIPLE DIGITAL SIGNATURES ARE ACCEPTABLE

To facilitate execution, this Agreement may be delivered via an electronic signature capture system. The Parties acknowledge that electronic signatures are binding and that this Agreement may be executed in counterparts, each of which shall constitute an original.

UNDERSTANDING

I have read and understand every word of this Franchise Consultant Referral Agreement, and I agree to all of its terms. I have had the opportunity to seek independent legal and professional advice. I represent and warrant that I am duly authorized to execute this Agreement on behalf of the entity identified herein and to bind such entity to the terms herein.