LINK Business Broking Phil. Inc.

Unit 310 Prestige Tower, 3rd Floor, F. Ortigas Jr. Rd.

Ortigas Center, Pasig City, Metro Manila, Philippines
PH: +63 02 900 8000

EXCLUSIVE AUTHORITY TO ACT AS BUYER’S AGENT

Between: LINK Business Broking Phil. Inc. (“Agent”)

And: (“Buyer”)

IT IS AGREED BETWEEN THE PARTIES THAT:

1 APPOINTMENT AND AUTHORITY – EXCLUSIVE AGENCY

1.1 The Buyer hereby appoints the Agent as its sole and exclusive agent for the buying of a “Business” or finding a
partner or joint venture, and acknowledges that this Agreement will apply to the signing with, purchase by,
exchange with, or transfer or assignment to, the Buyer, of any:
(a) Business, (either corporation, partnership or single proprietorship) of the type specified in Schedule A (“Details”);
(b) Merger, Partnership or Joint Venture
(c) Assets, building or land associated with or forming part or all of the Business or partnership;
(d) License or other contractual rights associated with the Business or partnership
(e) Interest, either all or any, in the Business except for assets sold in ordinary course of business
(f) Shares or other ownership interest in any entity that owns the Business, the land, or those assets or holds such
license or contractual rights (any such item being referred to in this Agreement as an “Asset”), introduced to the
Buyer by the Agent where the Seller has not engaged the Agent as a selling agent.
1.2 This exclusive agency:
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(a) Shall commence immediately on signing and shall continue until the one hundred eightieth (180 ) day after it
commenced;
(b) May be cancelled by either party only by notice in writing, which notice will not be effective earlier than midnight on
the 60th day after delivery of the notice, provided that any such cancellation shall not take effect, and this
agreement shall continue to apply, with regard to any Business or Asset brought to the Buyer’s attention, or
introduced to the Buyer, by the Agent at any time (whether before or after the date of such a notice of
cancellation).
1.3 If the Buyer enters into a binding contract to buy any Business or Asset or enter into any form of partnership:
(a) During the term of this agreement; or
(b) At any time where that Business or Asset, or the seller of that Business or Asset, has been brought to the Buyer’s
attention, or introduced to the Buyer, by the Agent,
Buyer acknowledges that the success fee (commission) as described herein is due immediately upon billing in the event
all conditions in that contract are satisfied, waived, or removed; or that contract becomes binding or is effected on the
parties.
1.4 If any Business or Asset is purchased by or through the instrumentality of the Agent or by anyone introduced through
the agency of the Agent, the Buyer agrees to pay a success fee as set out in this agreement, whether such purchase
is on the terms set out herein or on any other terms acceptable to the Buyer. If an exchange of any Business or Asset
or part of it is effected by or through the instrumentality of the Agent or by any person introduced through the agency
of the Agent, the Buyer agrees to pay the Agent a success fee as set out in this agreement notwithstanding that the
Agent may be entitled to a success fee from the other party to the exchange.
1.5 Any reference to the Buyer in this agreement shall be deemed to include:
(a) The named Buyer;
(b) Any related company, nominee, agent, or principal of the named Buyer;
(c) Any shareholder, director, officer, employee, or contractor of the named Buyer; and
any party acting at the behest of the named Buyer, or on whose behest the named Buyer is acting.

2 AGENT’S DUTIES
2.1 During the term of this agreement the Agent will, on the Buyer’s behalf:
 (a) Locate and identify businesses, associated real estate property or other assets that may be regarded as suitable or
appropriate for the Buyer;
(b) Carry out such due diligence inquiries, investigations, or collection of information as instructed by the Buyer in
respect of the businesses, associated real estate property or other assets identified;
(c) Organize inspection of the businesses, associated real estate property, or other assets as identified either directly
with prospective sellers or through their agents as may be appropriate;
(d) Submit all written offers that the Buyer instructs the Agent to make concerning the purchase or acquisition of any
business, associated real estate property, or other asset and to represent the Buyer in the process, including to
negotiate or assist with negotiations on any such offers;
(e) Consult with or instruct legal, accounting, insurance, finance, or other technical advisors, where required and
authorized by the Buyer;
(f) Arrange advertising or inquiry marketing on behalf of the Buyer, where required and authorized by the Buyer;
(g) Retain a copy of every written offer submitted on behalf of the Buyer, for a period of 12 months regardless of
whether the offer was submitted by the Agent or a person employed or engaged by the Agent, and regardless of
whether the offer resulted in a transaction;
(h) Use all skill, care, and professional knowledge in carrying out its duties under this Authority.
2.2 The Buyer acknowledges that these duties may be delegated by the Agent from time to time, to a person employed
or engaged by the Agent, where the Agent determines it is required or necessary.

3 SUCCESS FEE/COMMISSION AND OTHER EXPENSES PAYABLE

3.1 Where a Success Fee becomes payable under clause 1.3 with respect to any Business or Asset, the amount of the Success
Fee will be the greater of:
(a) Ten percent (10%) of the total price plus Value Added Tax (VAT) which the Buyer has agreed to pay for that Business
or Asset; or
(b) Nine Percent (9%) of the value plus VAT of that Business or Asset in accordance with the written LINK Opinion of
Value (if any) provided by the Agent prior to the date of this agreement, and pro-rata in the event of a partial
acquisition of shares or other interest; or
(c) Five Hundred Thousand Pesos (₱500,000) plus VAT.

3.2 Where the Buyer agrees to, or provides any non-cash consideration for the purchase of such Business or Asset, such
consideration shall form part of the price and its value shall be taken into account in determining the amount of the
Success Fee.
3.3 The Buyer agrees to disclose promptly and fully to the Agent all forms of consideration which it agrees to pay, or
does pay, for any Business or Asset.
3.4 The Buyer further agrees to immediately pay the Agent an engagement fee of Three Thousand Pesos (₱300,000) plus
V A T (check payable to LINK Business Broking Phil. Inc.) to cover incidental expenses and administrative costs incurred
by the Agent in conducting any work or enquiries on behalf of the B u y e r . This is additional to the Success Fee and
the Buyer acknowledges that this fee is non-refundable.
3.5 The Agent will render to the Buyer an VAT invoice for any Success Fee that becomes payable as per clause 1.3, and the
Buyer will pay the invoiced amount immediately, together with VAT chargeable on that amount and without any
deduction, deferment or set off.
3.6 Where any amount payable under an invoice issued to the Buyer pursuant to clause 3 remains unpaid following the
due date for payment then, without limiting any other remedies of the Agent:
(a) The Buyer shall pay to the Agent interest at the rate of 12% per annum, calculated daily, on that outstanding
amount from the due date for payment until payment is made; and
(b) The Buyer will be liable to reimburse the Agent for all costs incurred by the Agent, including (without limitation)
all legal costs on an indemnity basis, in enforcing or attempting to enforce the Buyer’s payment obligation.

4 NOTICES
4.1 Any notices under this agreement may be given by hand, mail, fax or by email to the numbers set out in the Listing
Form. If there is more than one set of contact details for the Buyer, then this agreement and any notices may be

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 sent to any of them and notice to any person or entity that is listed as the Buyer shall be notice to all of them. Notices
to the Owner may also be sent to any lawyer/law firm noted in this agreement or LINK’s Listing Form.
4.2 This Agreement and notices under it shall be deemed to be delivered; when handed over in person, by mail or if sent
by fax, when transmitted from the sender’s machine, or if sent by email, in accordance with the default rules in the
Electronic Commerce Act of 2000.

5 BUYER INDEMNITY
5.1 The Buyer covenants and agrees with the Agent that the Buyer hereby assumes sole and entire responsibility for, and
indemnifies and saves harmless the Agent from, all claims, proceedings, actions, liabilities, losses, expenses,
responsibilities, injuries, and damages arising as a result of:
(a) The Buyer 's conduct in relation to this Agreement or any agreement relating to any Asset;
(b) The Buyer’s use of any of material, advice or other results of any services provided by the Agent;
(c) The Buyer 's relations with the Seller of any Business or Asset, or any other third party; or
(d) Any breach of this Agreement, or any agreement relating to any Asset, by the Buyer.

6 BUYER ACKNOWLEDGEMENTS
6.1 The Buyer acknowledges that:
(a) The Agent has recommended the Buyer to seek, and the Buyer has had a reasonable opportunity to seek; legal,
technical, tax, accounting and other advice or information, and has either obtained that advice or information or has
decided not to do so of the Buyer’s own accord;
(b) The Buyer understands and has been told by the Agent that if the Buyer has already entered into an Agency
Agreement with another agent, that the Buyer could be liable to pay a full success fee to more than one agent if a
transaction is concluded.
(c) The Buyer has read, understood, and agreed to the terms of this agreement. Where this agreement is being
signed on behalf of the Buyer by an authorized person, the Buyer and the signatory confirm that the signatory has the
appropriate authority to sign this agency agreement and to perform any act on behalf of the Buyer hereunder.

(Signature over Printed Name) (Signature over Printed Name)

Buyer/Authorized Person Business Broker (Agent’s Representative)

Title Date Title Date

Print Address Print Address

Print Address 2 Print Address 2

Phone Phone

E-mail E-mail

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