Establishing secure connection…Loading editor…Preparing document…

Business Intermediation Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS INTERMEDIATION AGREEMENT

This Business Intermediation Agreement (the "Agreement") is entered into as of by and between Intermediary Name: and Client Name: .

RECITALS

WHEREAS, Intermediary is in the business of identifying, facilitating and negotiating potential business transactions, investments and other commercial arrangements between parties; and

WHEREAS, Client desires to engage Intermediary to identify potential buyers, sellers, investors or strategic partners and to assist in negotiations related to specified business opportunities on the terms set forth herein; and

WHEREAS, Intermediary agrees to provide intermediation services subject to the terms, conditions and limitations described in this Agreement.

SCOPE OF WORK

Intermediary shall use commercially reasonable efforts to introduce Client to potential counterparties, facilitate communications, coordinate meetings, and assist in negotiating material terms of any transaction (each a "Proposed Transaction"). Intermediary shall not make binding commitments on behalf of Client and shall act only as an intermediary unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Intermediary the following compensation in consideration for services rendered:

Intermediary shall be entitled to a commission equal to of the gross consideration payable in any Completed Transaction facilitated by Intermediary. "Completed Transaction" means a transaction resulting from Intermediary's introduction and closing within days of introduction, unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective termination date. Termination shall not relieve Client of any payment obligations for services rendered or commissions earned prior to termination.

Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that (a) is or becomes publicly available through no breach of this Agreement, (b) is already known to the receiving party without an obligation of confidentiality, (c) is independently developed by the receiving party, or (d) is rightfully received from a third party without restriction.

The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) use Confidential Information solely for the purposes of performing this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, advisors or permitted subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or upon the disclosing party's request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent compelled by law or by a valid order of a court or other governmental body, provided that the receiving party gives prompt written notice to the disclosing party to enable it to seek a protective order or other appropriate remedy.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Client shall indemnify and hold harmless Intermediary from and against any claims, losses or liabilities arising from Client's breach of this Agreement or from misrepresentations made by Client to third parties, except to the extent caused by Intermediary's gross negligence or willful misconduct.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO INTERMEDIARY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

NOTICES

Notices under this Agreement shall be given in writing and delivered by hand, overnight courier, or certified mail to the addresses provided above or to such other address as a party may designate by written notice.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any disputes arising out of or relating to this Agreement through negotiation. If the parties are unable to resolve a dispute within forty-five (45) days, either party may initiate an action in a court of competent jurisdiction in the agreed state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or written schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The rights and obligations of the parties under this Agreement may not be assigned without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Intermediary:

By:

Date:

Client:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Business Intermediation Agreement Covers

A Business Intermediation Agreement is a written contract that sets out the relationship between an intermediary (broker, finder, or advisor) and a client who seeks to buy, sell, or transfer a business interest. The document defines the intermediary's duties, the scope of services, the commission or fee structure and the conditions that trigger payment. It typically includes confidentiality requirements, non-solicit or exclusivity provisions, indemnities, term and termination clauses, and dispute resolution. Properly executed, it allocates risk, documents consideration, and creates an enforceable framework for post-transaction obligations.

Why parties use a Business Intermediation Agreement

A clear agreement preserves commission rights, sets expectations for deliverables and timelines, and reduces disputes about scope and compensation.

Why parties use a Business Intermediation Agreement

Who typically signs this agreement

Use the agreement to document roles and avoid later disputes over commissions, confidentiality, and deal responsibilities.

  • Business brokers and merger-and-acquisition advisors who arrange introductions and lead transactions.
  • Company owners and selling principals seeking defined brokerage terms and commission triggers.
  • Buy-side representatives and investment intermediaries documenting fee splits and exclusivity.

Primary users and signers

Business Broker

Experienced intermediary or brokerage firm that negotiates introductions, structures transactions, and expects a commission on closing; signs on behalf of its licensed entity.

Seller / Principal

Owner or authorized company officer who authorizes the intermediary, confirms exclusivity or non-exclusive terms, and agrees to commission triggers and payment timelines.

Core clauses to include in a professional agreement

A robust Business Intermediation Agreement contains standard contract elements plus transaction-specific provisions to avoid ambiguity and support enforcement.

Parties

Identify full legal names and capacities of the intermediary and client, including business entity type, jurisdiction of formation, and authorized signatory details.

Scope of Services

Describe the intermediary's responsibilities, whether introductions, valuation assistance, negotiation support, or transaction management, with measurable deliverables or milestones.

Commission Structure

Specify compensation formula, percentage or flat fee, when it becomes payable, how gross proceeds are calculated, and handling of partial or staged payments.

Term and Exclusivity

State effective date, term length, any exclusive appointment period, and conditions for renewal or termination, including notice requirements.

Confidentiality

Define confidential information, permitted disclosures, duration of confidentiality obligations, and carve-outs for required legal disclosures.

Dispute Resolution

Select governing law, venue, and dispute method (binding arbitration or court litigation), and include attorney fee or costs provisions if applicable.

Step-by-step: completing a Business Intermediation Agreement

Follow a simple sequence to draft, verify, and execute the agreement so it is enforceable and clear to all parties.

  • 01
    Assemble details: Collect legal names, entity documents, and deal terms.
  • 02
    Draft scope: Write a clear description of services and deliverables.
  • 03
    Define pay: Set commission formula and payment triggers.
  • 04
    Execute: Obtain authorized signatures and record copies for all parties.

Where to send or file the completed agreement

After signing, distribute the final agreement to each party and retain copies in corporate records; additional routing depends on transaction structure.

  • Deliver to Parties: Provide executed copies to intermediary and client for their records.
  • Corporate Records: File with the seller's corporate minute book or internal contract repository.
  • Escrow / Closing Agent: Share commission instructions with escrow or closing agent if payment is handled at closing.
  • Tax Advisor: Send agreement to tax counsel for proper reporting (e.g., 1099 treatment).

How to customize and complete the agreement online

Configure electronic workflow settings to match your signing, authentication, and recordkeeping needs before sending for signature.

Field Configuration
Signature Authentication Email link, SMS code, or advanced signer verification
Conditional Fields Show commission clauses only when exclusivity is selected
Template Reuse Save as reusable template for repeat engagements
Integration Map signed agreement to CRM and document storage

Technical considerations for electronic completion

Confirm the solution meets legal and regulatory needs for your industry and preserves a tamper-evident signed record for retention.

  • Integrations: Salesforce, NetSuite, Google Workspace support
  • File Formats: PDF, DOCX, and HTML accepted
  • Audit Trail: Must capture IP, time, and action log

Key dates and timing to include

Define timing elements inside the agreement so expectations for performance and payment are clear and enforceable.

Effective Date:

Date when obligations commence (MM/DD/YYYY).

Term Length:

Specify months or years and renewal terms.

Commission Due:

Payment timing, e.g., 'within 10 business days of closing'.

Notice Periods:

Periods for termination or cure (commonly 30 days).

Tax Reporting:

Provide statements for 1099 reporting by Jan 31 when applicable.

Typical lifecycle milestones for a transaction

Track the agreement from engagement through closing with clear milestones to coordinate responsibilities and payments.

01

Engagement

Agreement signed and intermediary engaged to market or identify buyers.

02

Marketing / Introductions

Intermediary introduces prospects and coordinates buyer interest.

03

Negotiation

Parties negotiate material terms and prepare closing documents.

04

Closing & Payment

Transaction closes and commission is paid per contract terms.

Common mistakes that create disputes

  • Vague scope language that leaves commission triggers open to interpretation and later litigation.
  • Unclear commission base—failing to define gross versus net proceeds or allowable deductions.
  • Using inconsistent party names or not documenting authorized signers, which can invalidate enforcement.
  • Neglecting to include confidentiality or non-solicit terms when sensitive buyer or seller information is exchanged.

Short risks and potential consequences

Commission Dispute: Damages, injunctions, and litigation costs.
Contract Voidability: Invalid signatures or improper authority risk unenforceability.
Tax Misreporting: Incorrect 1099 treatment and penalties.
Confidentiality Breach: Liability for disclosed proprietary information.
Regulatory Exposure: Licensing violations for broker activities.
Delayed Payment: Cashflow harm and collection costs.

How this agreement differs from similar documents

Compare common contract forms to pick the right document type for your arrangement.

Criteria Business Intermediation Agreement Finder's Fee Agreement
Scope comprehensive brokerage services single introduction
Commission Trigger closing or staged payments introduction or referral
Exclusivity often negotiated rarely exclusive
Typical Use m&a and business sales lead generation/referral

eSignature provider comparison for executing agreements

Vendor pricing and feature availability vary; signNow appears first for comparison. This table summarizes common plan attributes relevant to signing and managing Business Intermediation Agreements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial Yes, 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Practical tips for accurate, efficient completion

Follow these practices to reduce errors and speed execution across multiple transactions.

Standardize templates
Use a vetted template with consistent clause language and fillable fields to avoid drafting variation between deals.
Verify authority
Confirm that signers have corporate authority and document that authority when signing for an entity.
Define payment triggers
Be explicit about what events trigger commission payment and how amounts are calculated to avoid later disputes.
Preserve audit trail
Retain a tamper-evident signed PDF and an audit record showing timestamps, IP addresses, and signer authentication.

Real-world examples of use

Representative scenarios show how the agreement is adapted for common transactions.

Optica Ventures

A mid-market broker engaged to source buyers for a technology firm

  • Commission set as 5% of gross sale
  • The agreement included exclusivity for 180 days and defined escrow payment mechanics, reducing post-closing disputes.

Martin Properties

A real estate asset seller retained an intermediary for portfolio divestiture

  • Commission staged by individual asset closings
  • Confidentiality and buyer qualification criteria were added to protect sensitive tenant data and valuation assumptions.

Security and compliance features to verify

Encryption: TLS 1.2/1.3, AES-256
Audit Trail: Tamper-evident log and certificate
HIPAA Support: BAA available on request
Authentication: SMS code, email, or advanced methods
Certifications: SOC 2 Type II, ISO 27001
Storage: Encrypted at rest and in transit

Frequently asked questions and answers

Answers to common execution, enforceability, and e-signature questions for Business Intermediation Agreements.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.