F O O D & B E V E R A G E I N D U S T R Y
R E L A T E D S A L E S * L E A S I N G
Professionalism, confidentiality, respect and courtesy are of the utmostimportance to Pacific Restaurant Brokers (PRB), its agents and brokers, and most importantly, its clients – PRB Business Sellers. With this in mind, PRB has adopted a policy of cooperation with other established, bonafide professional business brokers on PRB eligible sole and exclusive business opportunity listings provided that the Selling Agent or Broker:
A. Is a licensed, established California business broker in good standing with the California Department of Real Estate that is either a sole proprietor, or with a bonafide business brokerage firm.
B. Is an active Business Broker, with at least 5 active business opportunity listings publicly advertised (albeit in a generic fashion) on the market, and with proof that they have completed at least 6 business sales within the prior 12 months. PRB anticipates that Cooperating Brokers will appreciate the dramatic cost structure differential that exists between obtaining, packaging and promoting a Business Opportunity listing versus the cost associated with procuring a Buyer. Active Business Brokers may be eligible for broker coop fees of up to 40% of the total commission received by PRB. If PRB acts as the Selling Broker, it will agree to the same split. Inactive Business Brokers may be eligible for broker coop fees of up to 20% of the total commission received by PRB.
C. Agents and Brokers with commercial brokerage firms, and on occasion, with residential real estate firms are often eligible for referral fees of up to 10% of the total commission received by PRB (similar fees are also provided for Seller referrals that result in a sale).
D.Hold the confidentiality of each Business Opportunity in the highest regard, exercise courtesy and consideration for the Business and its Seller, and make its best efforts to insure its clients do the same.
E. Conduct all communications related to the Business exclusively through PRB. This shall include, but not be limited to any and all Business showings, obtaining of financial or other data pertaining to the Business, and the submission or presentation of any Letters of Intent ("LOI"), or offers to purchase the Business.
F. Has provided PRB an executed Non-Disclosure Agreement / Confidentiality Agreement from their client that PRB deems sufficient (shall one not be deemed sufficient, PRB may be used). In general, PRB will not enter into a cooperative or referral agreement in those instances where PRB has already been in contact with the Buyer, the Buyer's counsel, or other brokers who represent the same buyer.
G. Has provided PRB a completed Buyer Financial Profile, or alternately, proof that PRB deems satisfactory that their client is financially qualified to potentially acquire the business opportunity the Selling Broker seeks to provide them data on. PRB does not seek personal financial statements, account statements, or any other qualifying material that includes account numbers to fulfill this requirement.
H. Has a representation agreement in place with their client at the time the request for Broker Cooperation is made and provide PRB a copy of said agreement upon PRB request for the same. Selling Broker shall notify PRB, in writing in advance of entering into a Broker Cooperation Agreement ("BCA") with PRB, of any fees or commissions it has already received by its client, or of any fees or commissions it anticipates receipt of (in addition to Listing Broker commission splits) upon completion of a sale.
I. Not solicit or enter into any listing or representation agreement of any kind with the business or any of its owners with the prior written consent of the Listing Broker within twenty-four months of the execution of the last BCA entered into on any listing.
J. Not advertise the business opportunity, either publicly or privately, to prospective clients not covered in the BCA, or to any additional party (e.g.other broker, agency, etc.).
K. Agree that in the event of a commission dispute, all legal fees and dispute related expenses related to the collection of brokerage fees shall be shared in the same proportion as the Broker's Fee is to be split.
L. Acknowledge that PRB has a right to earn a commission under its contracts with its Sellers, and agree that neither the Selling Broker nor its clients will interfere with or attempt to circumvent PRB contract with its client. Selling Broker further acknowledges that both it and its clients may be subject to legal recourse directly from Seller for damages incurred, or from PRB for payment of brokerage fees, shall any such interference occur. Selling Broker understands that a breach of confidentiality by it or its client could result in similar legal action from the Seller or Listing Broker.
M. Adheres to the Code of Ethics Established by the California Association of Business Brokers ("CABB"). Please refer to the CABB website for details at www.CABB.org.
N. Hold PRB harmless from any disputes arising between Selling Broker and it's client, and defend PRB in any such disputes. Agree that any disputes that arise between PRB and Selling Broker shall be settled by Binding Arbitration administered by AAA in Los Angeles, California. Arbitration fees shall be equally split between the parties, with the prevailing party being entitled to recover its costs in addition to any damages awarded.