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Business Sale Engagement Agreement

This Agreement ("Agreement") is made between the undersigned business owner ("Seller") and Unglin Advisory Co., Ltd. ("Broker"), a private limited company incorporated in Thailand under registration number [INSERT], with registered address at [INSERT], operating globally under the brand Unglin.com.

1. Appointment & Exclusivity

Seller appoints Broker as the exclusive representative to promote, market, and facilitate the sale of the business detailed below:

  • Business Name: _______________________
  • Website or Platform: _______________________
  • Type of Sale: ☐ Asset Sale ☐ Share Sale ☐ Hybrid

During the Agreement term, Seller shall not engage or list with any other broker, marketplace, or third party for the purpose of selling this business.

This Agreement is valid for 180 days from signing and may be extended in writing by mutual consent.

2. Fees & Payment Terms

  • Commitment Fee: A non-refundable engagement fee of $________ USD is due upon signing. This covers onboarding, listing, marketing, and buyer outreach and is credited toward the final success fee if the deal closes. This fee is not refundable under any circumstances except for documented gross negligence or failure to initiate work within 10 business days.
  • Success Fee: _______% of the total purchase price, payable upon closing.
  • Minimum Fee: $________ USD or the agreed percentage, whichever is greater.
  • Payment: Broker’s fee is payable from escrow or directly to Broker within 3 business days of the closing date.

The “purchase price” includes all consideration, including but not limited to cash, equity, debt assumption, earn-outs, holdbacks, or contingent payments. Seller shall not withhold, delay, or restructure the deal to avoid the commission.

3. Definition of Buyer

"Buyer" refers to any individual or entity who, during the term or tail period, received information about the business directly or indirectly through Broker, responded to Broker’s outreach, was introduced via ads paid by Broker, or contacted Seller due to Broker’s marketing efforts. The burden of disproof lies with the Seller.

4. Seller Obligations

Seller agrees to:

  • Provide timely, complete, and accurate financial and business documentation
  • Participate in buyer meetings, respond to information requests, and maintain good faith cooperation
  • Maintain strict confidentiality of buyer names, terms, and discussions
  • Notify Broker within 24 hours of any buyer inquiries or third-party interest
  • Not negotiate directly or indirectly with any Buyer introduced by Broker unless approved in writing
  • Indemnify Broker against any claims or losses arising from misrepresentation, omissions, or breach

5. Broker Obligations

Broker will market the business, screen buyers, facilitate discussions, and support negotiations. Broker is not liable for sale outcome, deal price, or buyer performance. Seller remains responsible for all disclosures and due diligence materials.

6. NDA & Buyer Screening

All prospective buyers will be required to sign a Non-Disclosure Agreement (NDA) and pass a qualification process. Broker may deny access to materials to unqualified or non-compliant parties at its sole discretion.

7. Non-Circumvention & IP Protection

Seller shall not use Broker’s buyer data, marketing materials, deal flow, or methods for unrelated or future transactions for 24 months. Breach will result in immediate liability for the full success fee and legal fees incurred by Broker.

8. Tail Period & Buyer List

Within 10 business days of termination or expiry, Broker shall provide Seller with a written list of introduced Buyers. If a transaction occurs with any listed Buyer within 12 months post-termination, Seller agrees to pay the full success fee immediately upon closing.

9. Right to Audit

Broker reserves the right to request transaction documentation or escrow confirmation to verify deal closing, buyer identity, and accurate payment calculation.

10. Injunctive Relief

If Seller breaches this Agreement or attempts to circumvent payment, Broker may seek immediate injunctive relief or court-ordered enforcement in any jurisdiction, without waiting for arbitration completion.

11. Force Majeure

Neither party shall be liable for delays due to force majeure events beyond reasonable control. However, this shall not apply to payment obligations once a deal is closed.

12. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Singapore. Any dispute shall be resolved through binding arbitration under the rules of the Singapore International Arbitration Centre (SIAC), in English. If arbitration becomes unavailable, Thai law shall apply, with jurisdiction in Bangkok.

13. Entire Agreement & Execution

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions. Amendments must be in writing and signed by both parties. Electronic signatures are valid and legally binding.

14. Signatures

Seller
Name: ___________________________
Email: ___________________________
Company: ___________________________
Signature: ___________________________
Date: ___________________________

Broker – Unglin Advisory Co., Ltd.
Den Unglin, Founder
Email: privacy@unglin.com
Signature: ___________________________
Date: ___________________________

Unglin.com | Business Sale Engagement Agreement | Last Updated: July 2025