Brazil Fruits of the Sea Inc 207 E Ohio # 395 Chicago, IL 60611 Phone: 1-866-
499-0033 Fax 302-340-8373.
The parties hereto agree as follows:
1. Services. Consultant (Brazil Fruits of the Sea) shall provide, on an exclusive
basis, consultative and advisory services to Owner with respect to the possible sale
(“Sale”) of Fish and Seafood by Owner to independent purchasers. Such
consultation and advice shall consist solely of the introduction of Owner or its
representatives to possible purchasers (“Buyer or seller add company name here ”)
of the Company and shall not include the preparation of any offering or descriptive
materials regarding the Company, legal, tax, financial, accounting , structural,
negotiating a sale price, or acting as a liaison and conduit for negotiations of the sale
price and definitive agreement between Owner and Buyer. The term “Sale”
Consultant shall perform the Services diligently and in good faith and will devote all
such time and energy as is reasonably required to perform such Services and effect
a sale of the Seafood of fish.
2. Term. This Agreement is valid and in effect for a period of twelve (12) months
from the date first written The Consultant shall be entitled to a Fee (as defined in
section 3 below) with respect to any Buyer to whom Consultant made an introduction
during the term hereof if there is a Sale within twelve (12) months after the
termination of this Agreement.
3. Fee. Upon the closing of a Sale pursuant to a definitive binding agreement
entered into during the term hereof or within twelve (12) months after the termination
hereof in accordance wit its terms, Consultant shall be entitled to receive a fee (the
“Fee”) for the Services as follows:
Net Sale Proceeds enter amount here Fee
_________________________3% of Incremental Sale Proceeds
The Fee shall be paid at Closing in cash (regardless of whether the purchase price
for the Company is all in cash or deferred). As used herein, the term “Net Sale
Proceeds” shall mean the purchase price for the Sale of the Fish or Seafood.
4. Confidentiality. Consultant agrees to keep confidential and not to disclose to
any person either (a) the existence of this Agreement (except to enable Consultant to
represent himself to Buyers as Owner’s agent for the Sale) or (b) any financial,
operational or other information relating to the Company, except that Consultant may
furnish financial and other information relating to the Company to the Buyer.
5. Indemnification. Owner agrees to indemnify and hold Consultant harmless
from and against any and all losses, damages, liabilities, costs, fees and expenses
(including without limitation court costs and reasonable attorneys’ and paralegals’
fees and expenses) relating to or arising as a result of any action or inaction taken by
Owner or any of its agents, employees, officers or affiliates relating to a Sale or any
Buyer including without limitation any breach or inaccuracy (whether intentional or
innocent) of any express or implied representations, warranties, covenants or
agreements made to any Buyer or agent thereof.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois and the states and nations where the
companies reside , notwithstanding any conflict of laws provisions. All actions brought
to interpret or enforce this Agreement shall be brought in the exclusive forum of the
courts of Cook County, Illinois and the parties hereto agree not to contest the venue
or appropriateness of such forum.
7. Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof, and supersedes all other
agreements, written or oral.
Buyer and Supplier agrees to provide accurate copies of the Bill of Sale, to Brazil
Fruits of the Sea. If the terms of this agreement are breeched the Buyer or Supplier
will incur a penalty as prescribed by a Court of Law.
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the
day first above written.
Buyer Supplier Information
Authorized Agent
Company Name and address
Email
Phone and Fax
Additional Information
I agree to the terms of this legally binding contract.
Please check this box to agree
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