Seller Listing Agreement
Version 2026-10b. Accepted electronically by checking the box and typing your name on the SellSideTrades valuation page.
This agreement is between the business owner identified on the signature record ("Seller") and SellSideTrades ("SST").
1. Engagement
Seller engages SST on a non exclusive basis to market Seller's business (the "Business") to prospective buyers through the SST marketplace and SST's buyer network, and to assist in introducing, qualifying, and communicating with buyers. Seller remains free to sell the Business through other channels, subject to Section 3.
2. Success fee
If a Transaction closes with any buyer that was introduced to Seller or the Business by SST, or that first learned the Business was for sale through SST (an "SST Buyer"), Seller will pay SST a success fee (the "Success Fee") calculated on the Total Consideration as a marginal sliding scale:
| Portion of Total Consideration | Rate |
|---|---|
| Up to $1,000,000 | 8% |
| $1,000,000 to $3,000,000 | 6% |
| Above $3,000,000 | 4% |
subject to a minimum fee of $25,000. Example: on a $1,500,000 Transaction the Success Fee is $80,000 plus $30,000, or $110,000.
"Transaction" means any sale, merger, recapitalization, or other transfer of all or a material part of the equity or assets of the Business, in one or a series of related steps. "Total Consideration" means everything of value paid or payable to Seller or its owners in connection with the Transaction, including cash, promissory notes at face value, equity in the buyer at agreed value, earn outs and contingent payments when paid, assumed or refinanced interest bearing debt, payments for non compete, consulting, or employment arrangements above market rates, and real estate if it is sold with the Business.
The Success Fee is earned at closing and is paid at closing from the closing proceeds. Seller authorizes the closing agent, escrow, or buyer to pay the Success Fee directly to SST. Fee amounts on contingent consideration are paid within ten days of Seller receiving each payment. SST does not charge SST Buyers a success fee; buyers pay SST a membership fee that is not credited against the Success Fee.
3. Tail period
Seller owes the Success Fee for any Transaction with an SST Buyer that closes within 24 months after this agreement ends, for any reason. SST will provide a list of SST Buyers on request at termination.
4. Listing visibility
Seller selects one of the following at signing and may change it by written notice to SST:
Members only. Information about the Business is shown only to buyers who have paid for SST membership and signed the SST Buyer Agreement.
Members plus public teaser. In addition, a blind summary (industry, general region, revenue and earnings ranges, and non identifying highlights) is shown on the public SST website. Asking price, financial detail, and all identifying information still require paid membership and a signed Buyer Agreement.
In either case SST will not disclose Seller's name, the Business name, or Seller's contact information to any buyer except through SST's introduction process, or as Seller separately authorizes.
5. Seller information
Seller represents that the financial documents and figures provided to SST are true and complete to the best of Seller's knowledge, and will promptly update SST on material changes. SST may share Seller's information with SST Buyers who have signed the Buyer Agreement. Seller acknowledges the SST valuation snapshot is an estimate, not an appraisal, and that final price and terms are set by negotiation.
6. Confidentiality
SST will keep Seller's documents confidential, use them only to market the Business and compute valuation figures, store them encrypted, and delete uploaded documents after the retention period stated on the SST website unless Seller asks SST to keep them for an active sale process.
7. Term and termination
This agreement runs for twelve months from signing and renews month to month after that. Either party may end it on thirty days written notice (email is sufficient). Sections 2, 3, 6, 9, and 10 survive termination.
8. SST's role
SST is an intermediary and marketplace. SST is not a licensed attorney, accountant, securities broker dealer, or real estate broker, and does not give legal, tax, or investment advice. Seller will use its own advisors. Where a Transaction is structured as a sale of securities, the parties intend SST to act within the M&A broker exemption under Section 15(b)(13) of the Securities Exchange Act, and SST will not hold funds or securities or provide financing.
9. Non circumvention
Seller will not attempt to avoid the Success Fee by structuring a Transaction through affiliates or related parties, by delaying closing past the tail period, or by having an SST Buyer transact with a related business. Any such Transaction owes the Success Fee as if it were a direct sale.
10. General
This agreement is governed by the laws of the State of Texas with venue in Collin County, Texas. The prevailing party in any dispute recovers reasonable attorney fees. This is the whole agreement on its subject and may be amended only in writing signed by both parties.
11. Electronic signature
Checking the acceptance box, typing Seller's full legal name, and submitting the form constitutes Seller's electronic signature under the federal E-SIGN Act and the Texas Uniform Electronic Transactions Act. SST records the date, time, IP address, agreement version, and fee terms in force at signing, and emails Seller a copy.
Template for attorney review. Confirm fee structure, licensing, and the securities exemption language with counsel before relying on it.