| # | Section | What changes | |
|---|---|---|---|
| — | 4.1 Success Fee | 1.5% of Enterprise Value, flat — accepted as you drafted it. | accepted |
| 1 | 4.2 Alt. Disposition Fee | Pay you 50% of the referral fee actually collected, instead of a fixed 1% of EV whether or not anything is collected. | core |
| 2 | 3.1–3.3 Attribution | Add an engagement requirement, an Exclusion List for pre-existing / broker-listed names, and a workable 15-day objection window. | core |
| 3 | New 7A Non-Circumvention | Mutual: you won't route sourced targets or my capital partners to other buyers; I won't dodge your fee through a third party. | core |
| 4 | 2.3 & 10 Indemnity / Liability | Pre-approve messaging sent under my name; make the indemnity two-way; mutual liability cap with a $25k floor. | core |
| 5 | 5, 11, cover, 2.4 | Tail 18→12 mo, governing law, sign as entity, exclusivity by target list. | discuss |
This Deal Sourcing & Advisory Agreement (the "Agreement") is made effective as of 30th of June, 2026 (the "Effective Date") between:
Vedang Rakhra, of 564 Spadina Crescent, Unit 2, Toronto, Ontario, M5S 2J9 (the "Advisor"); and
[Client legal name], of [address] [Client entity — an LLC, not Naveen personally], of [entity address] (the "Client").
The Advisor and the Client are each a "Party" and together the "Parties."
The Client wishes to identify and pursue potential acquisitions, investments, or similar transactions. The Advisor provides deal sourcing and related corporate development services. The Client wishes to engage the Advisor, and the Advisor agrees to be engaged, on the terms set out below.
The Client engages the Advisor on a non-exclusive basis to provide the Services described below. Nothing in this Agreement prevents the Client from sourcing opportunities itself or engaging others. Subject to Section 2.4, nothing prevents the Advisor from providing similar services to other clients, provided the Advisor does not present the same target to two clients in a manner that creates a conflict.
The services (the "Services") include but are not limited to the following:
Deal Sourcing — identifying, researching, and making initial contact with potential targets, building and managing outreach, and maintaining a record of contacted companies. Deal Sourcing carries no fee other than the Success Fee in Section 4.
Transaction-Related Work — support such as financial modelling, diligence coordination, and deal process management, provided at additional cost to be agreed in writing before the work begins (unless otherwise stated).
Post-Close Work — integration or other services after a transaction closes, provided at additional cost to be agreed in writing before the work begins (unless otherwise stated).
The Client authorizes the Advisor to contact targets on the Client's behalf, including by sending communications under the Client's name, using a Client email address or signature, or otherwise identifying the Client as the interested party. A company contacted in this way is still a Sourced Company of the Advisor for the purposes of this Agreement, subject to Section 3.1. The Advisor will act in good faith and within any reasonable instructions or messaging guidelines the Client provides.Outreach conducted under the Client's name, email address, or signature requires the Client's prior written approval of the message templates, the sending volumes, the sending infrastructure, and the channels to be used. Any material deviation from the approved messaging requires fresh written approval. Either Party may pause outreach conducted under the Client's name immediately on written notice where it has a deliverability, reputational, or legal-compliance concern.
During the Term and for 6 months afterward, the Advisor will not provide deal sourcing services to any other client for acquisition targets that are both (a) in the same industry the Advisor is sourcing for the Client — being [industry/sector] — — being the essential-services businesses on the target list the Client provides (the "Target List") — and (b) located in the same states or provinces in which the Advisor is actively conducting sourcing for the Client — being [state(s)/province(s)] — being the geographies covered by that Target List. This restriction applies only to that specific combination of industry and geography and does not otherwise limit the Advisor's right to work with other clients. The Parties agree this restriction is reasonable and necessary to protect the Client's legitimate interests, and that if any part is found to be broader than enforceable, it will be read down to the maximum extent permitted by law.
"Sourced Company" means any company, business, or its owners with respect to which the Advisor first makes contact — by email (including email sent under or on behalf of the Client), telephone, or other communication — in connection with a potential Transaction for the Client, and which the Advisor records on the list of contacted companies it maintains (the "Cleared List"). A company is a Sourced Company whether or not the initiating communication names the Advisor., and whose first contact by the Advisor results in substantive engagement — a written response from the owner or an authorized representative, or a scheduled meeting — within 60 days of that first contact. Unanswered, bounced, or declined outreach does not create a Sourced Company or any tail obligation. A company is a Sourced Company whether or not the initiating communication names the Advisor, and provided it is not on the Exclusion List (Section 3.4).
The Advisor will maintain and periodically provide the Client with an updated Cleared List showing each Sourced Company and its date of first contact and the date and form of the engagement that qualifies it under Section 3.1. Recording a company on the Cleared List is the primaryevidence, but not conclusive evidence, evidence of sourcing.
The Advisor will provide Cleared List updates on a fixed biweekly cadence. Within 5 15 business days of receiving an update to the Cleared List, the Client may object in writing to any listing on the ground that the Client had a genuine, documented prior relationship or active discussion with that company that pre-dates the Advisor's first contact, or that the company is on the Exclusion List. Absent a timely written objection with supporting documentation, the company is conclusively deemedpresumed to be a Sourced Company. The Client's CRM records and email archives are acceptable supporting documentation.
The companies and contacts identified on the Exclusion List that the Client delivers at signing (which the Client may deliver as a data export rather than reproduce in this Agreement) can never become Sourced Companies. The Exclusion List comprises: (a) all companies and people in the Client's CRM as of the Effective Date; (b) all contacts from the Client's prior outbound campaigns; and (c) any business publicly listed on a business-for-sale marketplace or represented by a broker (including BizBuySell, Sunbelt, Axial, Rejigg, Kumo, and DealStream), unless the Parties agree otherwise in writing on a per-company basis.
If the Client (or any of its affiliates) completes a Transaction with a Sourced Company, the Client will pay the Advisor a success fee of 1.5% of the Enterprise Value of that Transaction (the "Success Fee").
If a Sourced Company is not acquired by the Client but is instead referred or introduced by the Client to a third party and is sold to or acquired by that third party, the fee for that Transaction is 2% of the Enterprise Value, split 50/50 between the Client and the Advisor (so that the Advisor receives 1% of Enterprise Value).
If a Sourced Company is not acquired by the Client but is referred or introduced by the Client to a third party and is subsequently sold to or acquired by that third party, the Client will pay the Advisor 50% of the net referral, finder, or introduction fee the Client actually collects from the third party in connection with that Transaction, payable within 10 business days of the Client's receipt of each such payment. If the Client collects no fee, no amount is owed under this Section. "Net" means after the direct out-of-pocket costs the Client incurs in making the handoff. The Client will make commercially reasonable efforts to agree a referral fee with the third party before making an introduction to a Sourced Company.
"Enterprise Value" means the total consideration paid or payable for the Transaction, including: (a) cash; (b) the fair market value of any securities or other property; (c) indebtedness assumed, repaid, or refinanced; (d) deferred consideration, seller notes, and vendor take-back financing; (e) earnouts or other contingent consideration (the fee on which is payable if and when that consideration is actually paid); (f) rollover or retained equity; and (g) consulting, non-compete, or employment payments to sellers above fair market value. Enterprise Value is calculated on a cash-free, debt-free basis assuming a normal level of working capital.
The Success Fee is earned on the closing of the Transaction and is payable within 10 business days after closing. For contingent consideration, the related portion of the fee is payable within 10 business days after that consideration is received.
All fees are exclusive of applicable taxes. The Advisor will add HST (or other applicable sales tax) to invoices where required, and the Client will pay it.
Each Party bears its own ordinary costs of performing under this Agreement. The Advisor will not incur reimbursable out-of-pocket expenses above $100 without the Client's prior written approval.
If, during the Term or within 18 12 months after this Agreement ends (the "Tail Period"), the Client or any affiliate signs a definitive agreement for, or completes, a Transaction with a Sourced Company, the Success Fee (or, where Section 4.2 applies, the Alternative Disposition Fee) remains fully payable. This Section survives termination.
This Agreement begins on the Effective Date and continues until terminated by either Party on 30 days' written notice. Termination does not affect: (a) fees already earned; (b) fees that become payable under the Tail Period in Section 5; or (c) any provision that by its nature survives (including Sections 4, 5, 7, 7, 7A, 8, 9, 10, and 11).
The Advisor is an independent contractor, not an employee, partner, agent, or joint venturer of the Client. Except as expressly permitted in Section 2.3, the Advisor has no authority to bind the Client, sign documents, negotiate final terms, or commit the Client to any Transaction. The Advisor is responsible for its own taxes, remittances, and insurance.
(a) During the Term and the Tail Period, the Client will not knowingly circumvent the Advisor by engaging with a Sourced Company through another intermediary or entity in order to avoid a fee under this Agreement.
(b) During the Term and for 12 months after it ends, the Advisor will not, without the Client's prior written consent: (i) introduce or present a Sourced Company to any other buyer or client while the Client is actively pursuing it, and in any case within 90 days of first presenting it to the Client; or (ii) solicit, introduce, or provide services to the Client's capital partners, lenders, co-investors, or investors whose identity the Advisor learned through this engagement, for the benefit of any other buyer or client.
Each Party will keep the other's confidential information confidential and use it only for the purposes of this Agreement, except where disclosure is required by law. This obligation continues for two (2) years after the Agreement ends. Target lists, the Cleared List, and deal information are confidential information.
The Advisor provides sourcing and corporate development support only. The Advisor does not provide legal, accounting, tax, or investment advice, and the Client is responsible for obtaining its own professional advice and for all final decisions. The Advisor makes no guarantee that any Transaction will be identified or completed.
Securities note: The Parties intend the Services to relate to acquisitions of operating businesses and not to activities requiring registration under applicable securities laws. If a Transaction is structured in a way that could engage securities-registration requirements, the Parties will adjust the arrangement so that the Advisor is not required to be registered, or the fee will not be payable in that form.
Except for a Party's breach of confidentiality or its indemnity obligations, neither Party is liable to the other for indirect, incidental, or consequential damages, and the Advisor's each Party's total liability under this Agreement is limited to the fees actually paid to the Advisor in the 12 months before the claim.the greater of (a) the fees paid or payable to the Advisor in the 12 months before the claim and (b) $25,000.
Because the Advisor may communicate under the Client's name at the Client's request (Section 2.3), the Client will indemnify the Advisor against claims arising from those communications, except to the extent the claim results from the Advisor's gross negligence, wilful misconduct, or breach of this Agreement.
(a) The Client will indemnify the Advisor against third-party claims arising from communications sent under the Client's name that conform to the messaging approved by the Client under Section 2.3.
(b) The Advisor will indemnify the Client against third-party claims, regulatory penalties, and losses arising from (i) communications that deviate from the messaging approved under Section 2.3, (ii) the Advisor's violation of any applicable anti-spam or telemarketing law (including CASL, CAN-SPAM, or the TCPA), or (iii) the Advisor's misrepresentation, gross negligence, or wilful misconduct.
Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, the State of Delaware (or, alternatively, Minnesota), and the Parties submit to the courts of Ontario.that jurisdiction.
Dispute resolution. The Parties will first attempt to resolve any dispute through good-faith discussion before commencing proceedings.
Entire agreement. This Agreement is the entire agreement between the Parties on its subject matter and replaces any prior understanding.
Amendment & waiver. Any change must be in writing and signed by both Parties. A waiver is effective only if in writing.
Assignment. Neither Party may assign this Agreement without the other's written consent, except the Advisor may assign to an entity it controls.
Notices. Notices are valid if sent to the email or address each Party uses for this Agreement.
Severability. If any provision is unenforceable, the rest remains in effect.
Counterparts & e-signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.
Agreed and accepted as of the Effective Date.
ADVISOR
______________________________
Vedang Rakhra, Advisor
Date:
CLIENT
______________________________[Name / Title][Client entity, by its authorized signatory]
Date: