Brokerage Agreement

A brokerage agreement engages an intermediary to introduce or negotiate a defined commercial transaction and specifies authority, exclusivity, commission trigger, tail period, and licensing limits.

A useful document turns the parties' actual arrangement into measurable duties, approvals, timing, remedies, and a reliable execution record. Its terms should be reconciled to the transaction rather than copied from an unrelated form.

• A business owner engages a broker to find an asset buyer
• A company appoints a broker to source acquisition targets
• A vendor pays a licensed intermediary to procure a commercial deal

The document name alone does not determine the right structure. Consider a different instrument or qualified legal review when any of these conditions applies:

• Not for securities placement without required broker-dealer analysis
• Not for real estate or freight brokerage without sector-specific licensing and terms

Record exact facts before clauses are written. Names, authority, dates, amounts, defined terms, dependencies, and incorporated materials should be verifiable and consistent.

• Target transaction, territory, and excluded prospects
• Broker authority and permitted communications
• Commission rate, base, earning event, and payment
• Tail period, prior contacts, and licensing status

These decisions shape the allocation of responsibility and should not be left for boilerplate to decide:

• Whether appointment is exclusive
• What counts as a broker-originated transaction
• Whether commission survives termination
• Who bears licensing and conflict-disclosure duties

• Appointment, scope, and no binding authority
• Exclusivity and protected prospects
• Commission trigger, calculation, and tail
• Conflicts, disclosures, and licensing
• Termination and post-term accounting

Every provision should use the same parties, dates, standards, defined terms, and document hierarchy. A clause that is reasonable by itself can still create a conflict when it is not reconciled with payment, default, termination, or another exhibit.

1. 01Describe the intended result and the relationship in plain language.
2. 02Confirm parties, authority, governing jurisdiction, dates, money, property, services, and approvals.
3. 03Resolve the key decisions and identify every schedule, exhibit, disclosure, consent, or filing.
4. 04Draft the provisions as one consistent system, then review the complete execution set before signature.

A poorly defined tail can make unrelated later transactions commissionable. Regulated securities, real estate, insurance, or freight brokerage may require different licensing and documents.

The main agreement may establish the framework while schedules, exhibits, disclosures, consents, or operational records supply transaction-specific details.

• Protected prospect list
• Broker license or exemption support
• Introduction log and closing statement

Each incorporated document should be identified precisely, use the same names and effective date, and follow a stated order of precedence if terms conflict.

Check the applicable sector, verify authority and licenses, establish the prospect baseline, and reconcile commission against the final closing economics.

• Confirm legal names, roles, capacity, addresses, and signing authority
• Reconcile dates, amounts, definitions, cross-references, schedules, and exhibits
• Confirm that duties, deadlines, approvals, acceptance standards, and payment triggers are measurable
• Check that default, termination, remedies, and surviving obligations work together
• Complete jurisdiction-specific forms, notices, witnesses, notarization, filings, or professional review when applicable
• Deliver and preserve the complete signed package with its incorporated documents

These sources provide federal, state-resource, regulatory, or institutional context. They do not replace checking the law and required forms applicable to the parties, transaction, and governing jurisdiction.

1. Source 1

   Delaware Revised Uniform Partnership Act

   Delaware Code Online. Official partnership rights, duties, dissociation, and winding-up statute.

2. Source 2

   Offering Pathways

   U.S. Securities and Exchange Commission. SEC guidance on registration and private offering exemptions.

3. Source 3

   Broker Registration

   Federal Motor Carrier Safety Administration. Official registration guidance for property brokers.