THIS FRANCHISE RESALE BUYER FINDERS FEE 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(2639)) #text(#field(2640)) (“Individual”) on behalf of #text(#field(2642)) (the “Legal Entity”) doing business as #text(#field(2653)) (the “Franchise”) collectively “Seller”.

PURPOSE

Finding the right buyer for your franchise resale should not be limited to just a handful offranchise consultants or just one or two broker networks. Franchise Flippers created the Resale Broker Network to give franchise sellers the ability to connect with a nationwide network of franchise consultants,franchise coaches, and franchise brokers — each actively working with a unique pool of franchise buyers seeking the right franchise to purchase. The Resale Broker Network expands seller’s reach well beyond what any individual consultant or broker network can provide, connecting sellers with franchise consultants and their buyers all across the country who might otherwise never know the franchise is for sale.

RECITALS

WHEREAS, Seller is the duly authorized representative of or is an individual or entity currently under an active franchise agreement governing the ownership, operation, and permitting the sale of the franchise business known locally as #text(#field(2653)) located at #text(#field(2654)) (the “Franchise”): and,

WHEREAS, Flippers operates a Resale Exchange (the “Exchange”) franchiseflippers.com to connect Sellers and Franchisors to potential buyers; and,

WHEREAS, Seller desires to sell the Franchise and is currently marketing the Franchise for sale on the Exchange (the “Listing”): and,

WHEREAS, Flippers also operates the Consolidated Resale Broker Network (the “Network”) to connect Sellers and Franchisors to a vast network of Franchise Consultants, Franchise Coaches, and Franchise Brokers (each a “Franchise Consultant”) and their potential buyers; and,

WHEREAS, Franchise Consultants are to be paid a fair and reasonable fee (the “Finders Fee”) when a potential buyer they refer to the Network (a “Referred Candidate”) buys the Franchise; and,

WHEREAS, Seller now desires to utilize the Network to further promote the Franchise for sale to Franchise Consultants and their potential buyers.

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:

AUTHORIZATION. During the term of this agreement, and for as long as the Listing is active on the Exchange, Seller authorizes Flippers to advertise the Franchise to Franchise Consultants on the Network.

TERM. The term of this Agreement shall be twelve (12) months commencing on the date signed (the “Effective Date”) and will automatically renew monthly from the date of this Agreement (“Term”), unless earlier terminated as provided herein.

TERMINATION WITHOUT NOTICE. Notwithstanding the foregoing, this Agreement shall automatically terminate, without notice, upon the earliest of the following to occur:

(i) Payment in full of the Finders Fee to Flippers; (ii) The cancellation of the Listing, except that the HOLD OVER terms outlined herein still apply; and, (iii) The Franchise closes, ceases operations, or is otherwise no longer in business.

Any of the above-referenced scenarios are referred to as "Effective Termination Date”.

TERMINATION REQUIRING NOTICE. This Agreement may also be terminated with notice provided in writing within five (5) business days if any of the following termination events occur. Failure to provide timely written notice shall not relieve Seller of any obligations under this Agreement, including but not limited to the obligation to pay fees in connection with any Transaction that has already been initiated:

(i) The conclusion of the sale of the Franchise by a Transaction or series of Transactions that accomplish a sale. The phrase "Transaction" means the sale of all or substantially all of the Franchise, its assets or equity to Buyer. This section survives indefinitely, regardless of the date on which the Transaction may close or Flippers may learn of any such sale. "Transaction" may include a sale, purchase, merger, transfer, possession or other disposition of some or all of the assets or stock; (ii) Seller decides to withdraw the Franchise from the market and it is no longer for sale for any reason except that the HOLD OVER terms outlined herein still apply; (iii) At any time either party has received from the other written notice of termination, with or without cause, except that the HOLD OVER terms outlined herein still apply;

Any of the above-referenced scenarios are referred to as "Effective Termination Date”.

HOLD OVER. To fairly recognize the efforts of Franchise Consultants who introduced a Buyer Candidate during the term of this Agreement, if such a Buyer Candidate completes a purchase of the Franchise within eighteen (18) months following the termination or expiration of this Agreement, the Finders Fee shall remain payable to Flippers.

FINDERS FEE. Upon the closing of a Transaction and no later than seventy-two (72) hours after closing, Seller agrees to pay Flippers a non-refundable fee equal to the greater of ten percent (10%) of the Total Consideration or twelve thousand dollars ($12,000) and not to exceed fifty thousand dollars ($50,000) to Flippers at closing to compensate Flippers and the Franchise Consultant for Franchise Consultants introduction of the Referred Candidate that buys the Franchise.

Please note that this Finders Fee is separate from, and in addition to, any fees that may be owed directly to the franchisor, landlord, business broker, or other third parties (including but not limited to transfer fees, referral fees, finders fees, or commissions) in connection with the sale.

For purposes of this Agreement, “Total Consideration” means the total value of all consideration paid or to be paid by the Buyer in connection with a Transaction, including but not limited to: cash paid at closing; amounts paid pursuant to a seller note, earnout, or deferred payment arrangement; the assumed value of any liabilities assumed by the Buyer; the fair market value of any non-cash consideration; and any other amounts paid or payable to Seller or its principals in connection with the sale, whether at closing or thereafter. In the event of any dispute as to the Total Consideration, the parties agree to rely on the closing documents required to be provided under the Closing Documents section of this Agreement as the primary evidence of the Total Consideration.

OBJECTION TO A REFERRED BUYER CANDIDATE. Seller acknowledges that any referred Buyer Candidate introduced to Seller by Flippers is subject to the applicable Finders Fee upon the closing of a Transaction, regardless of whether Seller or Franchisor had prior knowledge of such Buyer Candidate. Notwithstanding the foregoing, if Seller has, within the six (6) month period immediately preceding Flippers' introduction, engaged directly with such Buyer Candidate for the specific purpose of pursuing a Transaction for the sale of the Franchise, Seller may object to the referral by delivering written notice of objection to Flippers within forty-eight (48) hours of receiving Flippers' notice identifying the Buyer Candidate.

To be valid, any such objection must be accompanied by documentary evidence reasonably demonstrating direct prior engagement between Seller and the Buyer Candidate for the purpose of conducting a Transaction within the six (6) month period preceding Flippers' introduction. If Flippers determines, in its reasonable discretion, that such evidence is adequate, no Finders Fee shall be owed with respect to that Buyer Candidate to Flippers.

If Seller fails to deliver written notice of objection within the forty-eight (48) hour period, fails to provide adequate supporting evidence, or if the documented prior engagement occurred more than six (6) months before Flippers' introduction, the Finders Fee shall remain due and payable in full upon the closing of a Transaction with such Buyer Candidate.

NON-CIRCUMVENTION. If Seller closes a Transaction with a Buyer Candidate referred by any Franchise Consultant (or their affiliate) during the Term, or within eighteen (18) months from expiration or termination of this Agreement, Seller agrees to pay the Finders Fee to Flippers in accordance with the Finders Fees section of this Agreement.

CLOSING DOCUMENTS. Seller agrees to provide Flippers with a copy of closing documents illustrating the Total Consideration no later than seventy-two (72) hours following the closing of a Transaction.

BROKER NETWORK PARTICIPATION: Seller agrees to direct any Franchise Consultant who is not already under an agreement with Seller or their respective Franchisor to register any Buyer Candidate through the Flippers Network.

NO DIRECT PAYMENT TO FRANCHISE CONSULTANTS. Seller shall not pay any fees, compensation, commissions, or other consideration of any kind directly to any Franchise Consultant in connection with the sale of the Franchise or any Transaction contemplated under this Agreement. All Finders Fees and other amounts owed to Franchise Consultants shall be paid directly to Franchise Flippers in accordance with the Finders Fees section of this Agreement.

Notwithstanding the foregoing, in certain circumstances Flippers may instruct Seller in writing to remit payment directly to the Franchisor, in which case such payment shall be deemed compliant with this provision. To ensure Franchise Consultants are compensated appropriately and consistently, Seller agrees that all such payments flow through Flippers. Any payment made by Seller to a Franchise Consultant in violation of this provision shall not reduce, offset, or otherwise satisfy Seller’s obligation to pay the full Finders Fee to Flippers as required herein. Seller acknowledges that this is a material term of this Agreement.

NOT A BROKER. Seller 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 Franchise Flippers Online Exchange and the Resale Broker 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. Seller is solely responsible for engaging any licensed broker or other professional advisors it deems necessary in connection with the sale of the Franchise.

LATE PAYMENT. Any Finders Fee not paid within five (5) business days following the closing of a Transaction shall be deemed overdue. Overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower) from the date payment was due until the date of actual payment. In addition, Seller shall reimburse Flippers for all reasonable costs and expenses, including attorneys’ fees, incurred in collecting any overdue amounts.

REPRESENTATIONS OR WARRANTIES. FLIPPERS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO Seller THAT THE FRANCHISE WILL BE SOLD TO ANY BUYER UNDER THE TERMS OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES.

INDEMNIFICATION. The parties recognize that an accurate and complete Listing benefits everyone involved in the sale process. Accordingly, Seller agrees to indemnify and hold Flippers, its officers, directors, employees, agents, and Franchise Consultants (collectively, “Indemnified Persons”) harmless from any and all claims, demands, obligations, actions, liabilities, defenses, or damages (including reasonable attorneys’ fees) which may result from any claim, action, proceeding, or investigation caused by, arising out of, or in connection with any untrue statement or alleged untrue statement of a material fact contained in the Listing or by any omission or alleged omission to state in the Listing a material fact necessary to make such statements not misleading.

RELEASE. Flippers and Franchise Consultants do not guarantee, and are not liable for, the actions of Buyer Candidates. Seller agrees to release Indemnified Persons from any and all claims, demands, obligations, actions, liabilities, defenses, or damages (including reasonable attorneys’ fees) that the Seller may have against Indemnified Persons if Indemnified Persons’ good faith provision of services under this Agreement results in a Buyer Candidate either: (i) declining to purchase the Franchise; or (ii) purchasing, or agreeing to purchase the Franchise but breaching its agreement with Seller, or defaulting under any obligation to the Seller or Franchisor.

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

b. Amendment; Modification; Writing Required. This Agreement may not be amended or modified except in writing, signed by each of the Parties.

c. 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 of this Agreement (including any claim or cause of action based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) 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.

d. Recitals. The Parties agree that the recitals to this Agreement are true and correct, and are incorporated herein and made a part hereof by this reference.

e. Entire Agreement. This Agreement sets forth the entire understanding between Flippers and the Seller concerning the subject matter of the Agreement and supersedes any prior written or oral understandings and agreements between them.

f. Notices. All notices required to be delivered under the provisions hereof shall be deemed so delivered upon transmission for 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 placed in the mail by registered or certified mail, return receipt requested, postage prepaid.

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 breach by such Party.

MULTIPLE DIGITAL SIGNATURES ARE ACCEPTABLE. To facilitate execution, we have sent this Agreement via an electronic signature capture system. The Parties acknowledge that electronic signatures are binding, and that this Agreement may be executed in counterparts.

UNDERSTANDING. I have read and understand every word of this Buyer Finders Fee 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 for the franchise entity represented herein and to bind such entity to the terms herein.