Contents
Buyer Confidentiality & Non-Disclosure Agreement (NDA)
Keeping the identity of the selling lawyers and law firms protected from public disclosure is an important aspect of the selling and buying process. Keeping the firm’s identity, the firm’s or ownership’s desire to sell and that any discussions may be occurring help keep operations of the firm from being disrupted or damaged which preserves the overall value of that firm until a deal has been reach and an agreed upon announcement can be made.
Confidentiality Terms & Requirements
Our agreement with the individual selling attorney or the selling law firms requires that we obtain a nondisclosure and confidentiality agreement and potentially evidence of financial ability before disclosing the name and location of such firm, attorneys or other details of the specific opportunity.
In compliance with the above, please read and consent to the following nondisclosure and confidentiality terms and conditions as part of this agreement.
You, as a potential buyer (or representative for) desire to explore potential law firms for sale and opportunities. In exchange for Information on such law firms provided by the principals, associates, agents, or employees of The Law Practice Exchange, LLC, (“LPE”) to you, you understand and agree:
Protecting Confidential Information
- That Information provided on law practices by LPE is sensitive and confidential and that its disclosure to others would be damaging to the specific law practices disclosed and to LPE’s relationship with them.
- You will not disclose any Information regarding any law practices disclosed or shared with you to any other person who has not also signed and dated this agreement, except to secure their confidential advice and counsel, in which case you agree to obtain their consent to maintain such confidentiality.
- “Information” to be protected hereunder includes the identities of the practice, the owners, the fact the law practice is for sale, plus other data shared or otherwise deemed or intended to be confidential. The term “Information” does not include any information, which is, or becomes, generally available to the public or is already in your possession.
- If requested, all Information provided to review any law practice will be returned to LPE without retaining copies, summaries, analyses, or extracts thereof in the event the review is terminated.
Independent Review of Information
- All Information is provided by selling law practice and is not verified in any way by LPE. As such, LPE is relying on the selling law practice for the accuracy and completeness of said Information, has no knowledge of the accuracy of said Information, and makes no warranty, express or implied, as to such Information.
- Prior to finalizing an agreement to purchase or enter into a business relationship, you understand it is your responsibility to perform an independent verification of all Information and that LPE is not responsible for the accuracy of any Information and agree to indemnify and hold LPE harmless from any claims or damages resulting from its use. You will look only to the seller and to your own investigation for all Information regarding any opportunity reviewed.
- LPE does not give tax, accounting, or legal advice and is not engaged by you to do so.
Identification of LPE
- That, should I enter into an agreement with any LPE provided law practice said agreement will acknowledge LPE as the procuring cause of said agreement and LPE’s fees payable by you or selling law practice.
- Additionally, you agree to notify Consultant of the closing agent, date, time and location at least three (3) days prior to any finalization of a relationship with a selling law practice or its lawyers.
Communications
- You will not directly contact the selling law practice, the owners, the practice’s employees, any contract relationships, referrals or clients except through LPE until otherwise authorized by LPE or selling parties.
- That all correspondence, inquiries, offers to purchase, and negotiations relating to the opportunities presented to you, or companies you represent, by LPE, will be conducted exclusively through LPE, unless instructed otherwise.
The terms and conditions of this NDA cannot be modified, amended, supplemented or rescinded except in writing and executed by the parties hereto. This NDA is not subject to the doctrine of construction of ambiguity against the drafter. This NDA is binding on the parties, their heirs, successors and assigns. Venue for any controversy or dispute of this Agreement shall be the courts of Wake County, North Carolina where injunctive relief and reasonable costs as well as other remedies shall be available and terms hereof shall be construed in accordance with the laws of North Carolina.
Buyer Success Fee
LPE’s Buyer Success Fee Explained
LPE not only serves as a broker and/or consultant to lawyers looking to sell their law practices or find continuation or succession partners, but also is focused on growing the overall marketplace for buying and selling law firms through providing law firm listing and other sale or relationship opportunities to potential buyers. As a finder’s fee for presenting such opportunities and to allow LPE to continue to build the overall size of the marketplace a Buyer Success Fee is charged to any party who successfully completes a relationship with a listing or other opportunity provided to Buyer from the LPE website, database or otherwise communicated.
How Does The Buyer Success Fee Work?
There is no initial fee to register as a Buyer with LPE.
A Buyer Success Fee of 2.5% of the transaction value is due to LPE in the event you successfully close a transaction or relationship with any seller or listing provided to you through LPE’s website or other communications, or one that you bring to LPE and ask LPE to assist in achieving a deal.
The Buyer Success Fee is only due and payable upon a final and mutual agreeable relationship or transaction being achieved between you and any Seller and only applies to those opportunities you learn about through the LPE platform and communications.
If you don’t close any opportunity with LPE sellers or through opportunities presented to you by LPE then no fee is payable.
When Would a Fee Be Payable to LPE?
The Buyer Success Fee is only payable if you complete and finalize a business relationship with an attorney, law firm or the lawyers within the firm. It is payable at the commencement of that business relationship or is paid overtime.
As part of this confidentiality please note that we are asking you:
- To not disclose the firm, its interest in selling, retiring or other reason for sale to anyone except your confidential advisors or those that have also signed an NDA.
- To only communicate through The Law Practice Exchange and not call or contact the seller or the seller’s law firm directly unless specifically given approval by The Law Practice Exchange or the seller.
- To do your best to secure any information shared with you in order to keep it confidential and protected.
When Is a Fee Not Payable To LPE?
If you don’t complete any business relationship or never pursue any opportunity then no fee is due – it only becomes payable upon achievement of that business relationship with a party introduced by the LPE platform or team to you. The Buyer Success Fee only applies to opportunities learned about or presented to you directly by LPE, it’s website or through communications with its team, or if you specifically ask LPE to assist you on achieving a deal with the party. If you already know of a certain opportunity or had previous conversations with such party about a business relationship then upon demonstrating such no Buyer Success Fee is due.
LPE Buyer Success Fee Terms & Conditions
The following Terms of Service (collectively with our NDA as the “Terms”) govern your agreement with The Law Practice Exchange, LLC (“LPE”) on use of the LPE website and in any listing opportunities LPE may present. By registering as a Buyer, you acknowledge, accept, and agree to the Terms and all other terms, conditions, procedures and policies that may be published from time to time by LPE, each of which is incorporated by reference, including providing truthful and accurate responses to inquiries by LPE from time to time.
The Terms represent a binding contract between you and LPE, and together with any other agreements between you and LPE that govern any services received by use of LPE website and opportunities searched or presented LPE reserves the right to change the Terms, from time to time, upon notice to users.
You agree to keep business information and trade secrets of LPE, including, but not limited to the terms, process and pricing set forth below and any other proprietary/non-public information confidential until such information becomes known to the public generally without your fault and except to the extent that disclosure may be required by law, regulation or legal process.
As part of the Terms, you are requesting LPE, on a non-exclusive basis, to assist in the promoting of, searching for and/or making introductions or connections with law firms, individual lawyers, and other legal field related advisors and businesses (“Candidate(s)”) to allow you to evaluate a potential opportunity for the purposes of Candidate selling, joining, merging, of counsel, contract, employment, or other relationship with you or your firm.
In consideration of the mutual promises and covenants contained in the Terms set forth below, the adequacy and sufficiency of which is hereby acknowledged, you agree as follows:
- Introduction of Candidate(s). LPE’s services hereunder shall be limited to introduction or making connections (through direct introduction, LPE website and other mediums) of Candidate(s) to you in order for both you and Candidate(s) to explore a business relationship, or any other alliance or structure which provides financial consideration to Candidate(s) (“Services”). As such, LPE will not be responsible for any discovery or screening requirements such as financials review, practice discovery, background checks, law firm audits, conflict checks, case or any specialized audits/testing, or practice area specific checks, nor will it be responsible for negotiations, due diligence, closing or other aspects in order to help complete any relationship. Such duties shall all be your responsibility in exploring any specific opportunity presented.
- When a Buyer Success Fee is Payable. You shall pay LPE, in cash or immediately available funds a “Buyer Success Fee” (defined below) upon the occurrence of any “Achieved Relationship” (defined below) with a Candidate, whether you complete the Achieved Relationship yourself, or through your firm or a newly created entity, or other structure, or alliance, or affiliation. LPE shall not be entitled to any Buyer Success Fee when you can demonstrate two-way direct communication with Candidate regarding pursuit of an Achieved Relationship prior to such Candidate being introduced to you by LPE. Additionally, for clarification purposes as Success Fee shall be earned for any Achieved Relationship where the Client has introduced the Candidate to LPE and requested LPE’s time and assistance in advising and completing such Achieved Relationship.
- Achieved Relationship means the earlier of the (i) finalization of the relationship agreements, (ii) closing of a purchase/acquisition or any other business agreement or structure with Candidate, or (iii) the initial payment of any consideration to Candidate. For illustrative purposes, an Achieved Relationship shall include an acquisition or acquisition equivalent, merger, partnership, employment, contract, co-counsel, affiliated relationship, strategic alliance, business relationship, business arrangement, or portion or similar relationship as Achieved Relationship is intended to include any and all financial or business relationships between Candidate and you made or entered into after introduction by LPE.
- Buyer Success Fee means 2.50% of the “Achieved Relationship Value”, or a minimum fee of $10,000 whichever is greater.
- Achieved Relationship Value shall be the greater of: (1) The total of any amount of money or other consideration earned or to be earned by the Candidate, or on behalf of the Candidate, individually, or to their law firm, plus any liabilities and/or obligations assumed or entered into by a Candidate which includes, without limitation: cash, current assets or other assets delivered to Candidate in, stock, bonds, indentures, debentures, promissory notes and related interest, negotiable instruments, personal property, letters or lines of credit, loans, employment and consulting agreements, originations, wages, bonuses, earn-outs, contingent payments, non-investments, receivables, cash, revenue, the assumption or discharge of liabilities, or any combination of the above or other items of consideration or value which are exchanged. Achieved Relationship Value shall include any and all compensation arrangements with Candidate(s) of any kind, or (2) the total of Candidate’s reported Gross Revenues for its firm or practice from the most recently completed previous fiscal year as reported on Candidate’s tax return, or profit and loss statement.
- Achieved Relationship means the earlier of the (i) finalization of the relationship agreements, (ii) closing of a purchase/acquisition or any other business agreement or structure with Candidate, or (iii) the initial payment of any consideration to Candidate. For illustrative purposes, an Achieved Relationship shall include an acquisition or acquisition equivalent, merger, partnership, employment, contract, co-counsel, affiliated relationship, strategic alliance, business relationship, business arrangement, or portion or similar relationship as Achieved Relationship is intended to include any and all financial or business relationships between Candidate and you made or entered into after introduction by LPE.
- Providing Notice to LPE. You agree to notify LPE within five (5) business days via website or email (info@TheLawPracticeExchange.com) when any of the following events have occurred: (1) You have submitted or entered into any preliminary agreement, terms or other understanding of the intended Achieved Relationship with Candidate and (2) the completion of an Achieved Relationship with Candidate. This notice requirement shall include providing updates on timelines for completion of any Achieved Relationship, and if necessary any offer terms, letters of intent, employment letters, agreements, financials, records, or other relevant materials related to the Achieved Relationship, the Achieved Relationship Value and/or LPE’s Buyer Success Fee determination. In the event you fail to notify LPE of any Achieved Relationship being completed then LPE reserves the right to double the Buyer Success Fee.
- Continuing Obligation of Confidentiality. You agree to take any and all actions to protect “Confidential Information” of any and all Candidate(s), LPE and information provided to you as part of the Services hereunder which are not otherwise publicly available or you did not have prior knowledge of before any disclosure herein. Confidential Information shall include any proprietary information, in whatever form, that: (a) is provided to You, including information regarding identification of any Candidate(s), the purpose of the discussions and the Candidate’s finances, prospects, operations, products, employees, technologies, contact lists, and financial models (including not only written information but also information transferred verbally, visually, electronically or by any other means); or (b) concerns any discussions and/or agreements that you and Candidate may enter into; or (c) consists of any proprietary information of Candidate or LPE. Confidential Information shall not include any information that: (i) is already known to you at the time of its disclosure; (ii) is or becomes publicly known through no wrongful act of you; (iii) is communicated to a third party with the express written consent of Candidate or LPE; or (iv) is lawfully required to be disclosed, provided that before making such disclosure, you shall immediately give LPE and Candidate written notice and cooperate in the Candidate’s or LPE’s actions to assure confidential handling of such information. Furthermore, you agree to not utilize any Confidential Information or to otherwise solicit clients or employees of Candidate. You understands the terms hereof shall be in addition to and not as replacement of any terms or obligations under any separate confidentiality or non-disclosure agreement agreed to by you. As well, you agree that in order to maintain confidentiality of the information and purposes of this Agreement you shall not contact any Candidate directly (unless otherwise discussed and approved by LPE and/or Candidate) or have discussions with any party which has not signed a confidentiality agreement.
- Active Recruitment or Search by LPE. In the event you engage LPE to actively search and/or recruit prospective Candidates to discuss a potential Achieved Relationship then you also agree to compensated LPE such separately agreed upon Active Search Fee in addition to the Success Fee. Client may cancel such active recruitment and search services by LPE by giving 30 days prior notice.
- Other Terms & Conditions
- Limitation of Services. These Terms do not involve broker–dealer security services, real estate brokerage services, certified appraisals, accounting, tax or legal services and LPE is not being engaged to serve in any such capacity on your behalf. As such, LPE will not be involved with any legal drafting of agreements, tax advising or services which fall under professional licensure of those required professionals. You acknowledge being advised by LPE to have an independent business valuation and/or perform an independent analysis of any and all opinions of value or otherwise provided by LPE and to seek advice of legal counsel and tax advice related to any Achieved Relationship.
- Termination. These Terms and the agreement herein may be terminated by providing notice to LPE (info@TheLawPracticeExchange.com). Termination shall not alter or change any terms regarding Buyer Success Fee or other compensation that LPE may be owed for any Candidate(s) provided or which You became aware through the Services hereunder.
- Indemnification. Each party agrees to indemnify and hold the harmless with respect to any and all losses, damages or expenses (including reasonable attorney’s fees) which either party shall sustain as a result of the other’s negligent acts, errors, or omissions in carry out the responsibilities in these Terms. The indemnified Party shall provide the indemnifying Party with prompt written notice of any such indemnification claim.
- No Waiver. The failure of any party hereto at any time to require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party hereto of any condition, or of the breach of any term, provision, warranty, representation, agreement or covenant contained in these Terms, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other terms, provision, warranty, representation, agreement or covenant herein contained.
- Entire Agreement/Amendment. The Terms hereof constitutes the entire agreement among the parties hereto with respect to the transactions contemplated and supersedes all prior agreements, understandings, letter of intent and negotiations, both written and oral, among the parties with respect thereto. These Terms may not be altered or amended except in writing and acknowledged by You and LPE. These Terms is not subject to the doctrine of construction of ambiguity against the drafter. These Terms are binding on the parties, their heirs, successors and assigned.
- Governing Law/Venue & Jurisdiction. These Terms shall be construed and enforced in accordance with the laws of the State of North Carolina, without regard to its conflicts of laws rules. You and LPE hereby irrevocably submit to the sole and exclusive venue and jurisdiction of the courts sitting in Wake County, North Carolina for any suit, action or proceeding arising out of or relating to these Terms or any related transaction between You and LPE. You and LPE hereby irrevocably waive, to the fullest extent permitted by law, any objection which may now or hereafter be made to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.
- E-Signature. An e-signature or copy of these accepted Terms is legal and binding and it may be signed in counterparts.