Business Brokerage Agreement

In this Agreement the following terms have the meanings set out below: "Business" means the business described in the Schedule, including all associated goodwill, assets and trading operations. "Buyer" means any person, company or entity that acquires or agrees to acquire the Business (in whole or in part). "Completion" means the legal completion of the sale of the Business. "Commencement Date" means the date this Agreement is signed by the Seller. "Information Memorandum" means the professional document prepared by Bizionary describing the Business for potential buyers. "Initial Marketing Period" means the first 90 days from the Commencement Date. "Protection Period" means a period of six (6) months following termination of this Agreement. "Success Fee" means 5% plus VAT of the final agreed sale price, payable on Completion. "Sole Agency" means the exclusive right granted to Bizionary to market the Business during the term of this Agreement. "Working Day" means any day other than a Saturday, Sunday or UK public holiday.

2.1 The Seller appoints Bizionary Ltd as sole business broker to market the Business for sale in accordance with the terms of this Agreement. 2.2 The Seller acknowledges that Bizionary operates on a no upfront fee, success-fee-only basis and invests substantial time and resource in preparing and conducting the marketing campaign. 2.3 This Agreement is entered into on an arm's length commercial basis. Bizionary acts as the Seller's agent in the marketing and negotiation of the sale and owes no duty of care to any buyer.

3.1 The Seller grants Bizionary an exclusive right to market the Business for an initial period of 90 days from the Commencement Date (the "Initial Marketing Period"). 3.2 During the Initial Marketing Period the Seller shall not: (a) appoint any other business broker, agent or intermediary to market the Business; or (b) advertise or permit the Business to be advertised for sale on any platform or medium without Bizionary's prior written consent. 3.3 The Seller acknowledges that this exclusivity is reasonable and necessary given Bizionary's investment of time, cost and expertise in the marketing campaign.

4.1 Following the expiry of the Initial Marketing Period, this Agreement shall automatically continue on a rolling basis unless and until terminated by either party giving not less than 30 days' written notice to the other. 4.2 Notice of termination must be given in writing to hello@bizionary.co.uk or by recorded delivery to Bizionary's registered office.

Bizionary will use reasonable endeavours to provide the following services: 5.1 Prepare professional marketing materials and an Information Memorandum based on information supplied by the Seller. 5.2 Advertise the Business on agreed UK business-for-sale portals, including (but not limited to): BusinessesForSale.com, Rightbiz, Daltons Business, and Bizdaq. 5.3 Qualify potential buyers and manage all buyer enquiries on the Seller's behalf. 5.4 Obtain Non-Disclosure Agreements (NDAs) from prospective buyers before disclosing confidential information. 5.5 Arrange and coordinate viewings and inspections at the Seller's request. 5.6 Assist with negotiations and the preparation of Heads of Terms.

The Seller agrees to: 6.1 Provide complete, accurate and up-to-date information about the Business in a timely manner. 6.2 Disclose all material matters that could affect the value or saleability of the Business. 6.3 Cooperate promptly with all reasonable requests from Bizionary and prospective buyers. 6.4 Notify Bizionary immediately of any direct approach from a party wishing to acquire the Business. 6.5 Maintain the confidentiality of all buyer information disclosed by Bizionary. 6.6 Not knowingly take any action likely to prejudice the marketing of the Business or the reputation of Bizionary.

7.1 The asking price for the Business is as agreed between the parties prior to the listing going live, and may be amended at any time by written instruction from the Seller. 7.2 The Seller authorises Bizionary to advertise the Business using text, photographs, financial summaries, plans, logos and other material supplied by the Seller. The Seller warrants that it has the right to provide and authorise the use of all such material. 7.3 The Information Memorandum is prepared by Bizionary based on information supplied by the Seller. The Seller remains solely responsible for the accuracy of all information contained within it.

8.1 Bizionary will take all reasonable steps to preserve the confidentiality of the Business and the Seller's identity throughout the marketing process. 8.2 Bizionary shall not disclose confidential information about the Business to any prospective buyer without first obtaining a signed Non-Disclosure Agreement. 8.3 The Seller agrees to keep confidential the identity, details and any information relating to prospective buyers introduced by Bizionary.

9.1 The Success Fee is 5% plus VAT of the total consideration received on Completion (including any deferred or contingent payments agreed at the time of sale). 9.2 The Success Fee is payable only upon successful Completion of the sale of the Business. If the Business does not sell, no fee is payable. 9.3 The Seller irrevocably authorises and instructs their solicitor (or any solicitor acting on their behalf in connection with the sale) to deduct the Success Fee from the Completion monies and remit it directly to Bizionary immediately upon Completion. 9.4 The Seller shall provide a copy of this Agreement to their solicitor upon instruction and shall ensure that the solicitor acknowledges Bizionary's entitlement to receive the Success Fee from the sale proceeds. 9.5 If, for any reason, the Seller's solicitor does not remit the Success Fee on Completion, the Seller shall remain personally liable for payment, which shall become immediately due on Completion and payable within two Working Days. 9.6 Where any part of the purchase price is deferred, subject to an earn-out or otherwise payable after Completion, the corresponding proportion of the Success Fee shall become payable within two Working Days of the Seller receiving each payment unless otherwise agreed in writing.

10.1 Where the sale price includes deferred consideration (earn-out payments, loan notes, staged payments or similar), the Success Fee attributable to such deferred sums shall be payable as and when each such payment is received by the Seller. 10.2 The Seller shall notify Bizionary promptly upon receipt of any deferred consideration.

11.1 If, within six (6) months of the termination or expiry of this Agreement, the Business is sold to or acquired by any party who was introduced to the Business by Bizionary during the term of this Agreement, the full Success Fee shall remain payable to Bizionary. 11.2 This Protection Period applies regardless of the circumstances of termination and regardless of whether Bizionary was the effective cause of the introduction, provided Bizionary can evidence that the buyer was introduced during the term.

12.1 The Seller shall not, directly or indirectly, seek to circumvent Bizionary's entitlement to the Success Fee by structuring a transaction (including by way of asset purchase, share purchase, joint venture, partnership or otherwise) in a manner designed to avoid payment of the Success Fee. 12.2 Any transaction that results in a change of effective ownership or control of the Business shall be deemed to constitute a sale for the purposes of this Agreement. 12.3 Seller's Solicitor. Within five Working Days of instructing a solicitor, the Seller shall provide Bizionary with the solicitor's contact details. The Seller authorises Bizionary to provide the solicitor with a copy of this Agreement and to communicate directly with the solicitor regarding payment of the Success Fee upon Completion.

13.1 The Seller agrees to provide all information, documents and verification reasonably required by Bizionary to comply with its obligations under the UK Money Laundering Regulations and Proceeds of Crime Act 2002. 13.2 Bizionary reserves the right to suspend or terminate this Agreement without liability if the Seller fails to provide satisfactory AML documentation within a reasonable time.

14.1 Bizionary will process personal data provided by the Seller in accordance with its Privacy Policy (available at www.bizionary.co.uk) and the UK GDPR / Data Protection Act 2018. 14.2 The Seller consents to Bizionary processing its personal and business data for the purpose of marketing the Business, managing buyer enquiries and fulfilling this Agreement.

15.1 Bizionary shall not be liable for any failure to sell the Business, nor for any loss of profit, loss of opportunity or indirect or consequential loss arising out of or in connection with this Agreement. 15.2 Bizionary's total liability to the Seller under or in connection with this Agreement shall not exceed the amount of any Success Fee actually paid. 15.3 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud or any other liability that cannot lawfully be limited.

16.1 Either party may terminate this Agreement after the Initial Marketing Period by giving not less than 30 days' written notice to the other. 16.2 Bizionary may terminate this Agreement immediately if the Seller: (a) provides materially false or misleading information; (b) fails to cooperate with reasonable requests; (c) fails to comply with AML requirements; or (d) commits a material breach of this Agreement. 16.3 Termination does not affect the parties' accrued rights, including Bizionary's right to the Success Fee and the Protection Period.

17.1 Any complaints regarding Bizionary's services should be directed to hello@bizionary.co.uk in the first instance. 17.2 Bizionary will acknowledge complaints within 2 Working Days and aim to resolve them within 14 Working Days. 17.3 Full details of Bizionary's complaints procedure are available at www.bizionary.co.uk/complaints.

18.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior negotiations, representations and agreements. 18.2 No variation of this Agreement shall be effective unless made in writing and signed (or electronically acknowledged) by both parties. 18.3 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 18.4 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.