If you are an M&A advisor, it is important to have a comprehensive advisory agreement in place before engaging any clients. This agreement should outline the scope of your services, fees, termination rights, and other important terms and conditions.

To help you get started, we’ve put together a sample M&A advisory agreement that you can use as a template for your own agreements. This sample agreement is intended to provide guidance only and should be customized to fit the specific needs of your firm.

Scope of Services

As the M&A advisor, you agree to provide the following services to the client:

1. Identify potential acquisition targets or merger partners based on the client’s objectives and parameters.

2. Conduct due diligence on the target companies, including financial and legal due diligence.

3. Negotiate the terms of the transaction with the target company and its advisors.

4. Assist with the preparation of all necessary documentation for the transaction, including the purchase agreement and ancillary agreements.

5. Assist with the closing of the transaction and the transfer of ownership.

Fees

The fees for your services will be based on a percentage of the transaction value, as outlined in Schedule A attached hereto. This fee will be due upon the closing of the transaction and shall be paid in accordance with the terms set forth in Schedule A.

Expenses

You agree to bear all of your own expenses incurred in connection with the performance of your services, including without limitation, travel expenses, legal fees, and accounting fees. You will obtain the client’s prior written approval for any expenses beyond $10,000.

Term and Termination

This agreement shall remain in effect until the closing of the transaction or until terminated by either party upon notice to the other party. If terminated by the client, you will be entitled to receive fees and expenses for services performed up to the date of termination.

Confidentiality

You agree to maintain the confidentiality of all information disclosed to you by the client in connection with the transaction, and to use such information only for the purpose of providing your services under this agreement.

Limitation of Liability

Your liability under this agreement shall be limited to the fees paid to you by the client. You shall not be liable for any indirect, incidental, consequential, punitive, or special damages arising out of or related to this agreement.

Governing Law and Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the state of ___________. Any disputes arising out of or related to this agreement shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

Conclusion

A well-drafted M&A advisory agreement is key to a successful transaction. This sample agreement provides a framework for your own agreement, but be sure to customize it to fit your firm’s specific needs. Remember, the agreement should be comprehensive and address all of the key terms and conditions of your engagement with the client.