Fillable Printable Business Listing Contract

Business Listing Contract

WB-6 BUSINESS LISTING CONTRACT – EXCLUSIVE RIGHT TO SELL

SELLER GIVES BROKER THE EXCLUSIVE RIGHT TO SELL THE ASSETS ON THE FOLLOWING TERMS:

Business Name (includeboth legal and any trade name): _______________________________________________________________________

____________________________________________________________________________________________________________________

Type of Business Entity (e.g., corporation, LLC, partnership, sole proprietorship, etc.):_________________________________________________

____________________________________________________________________________________________________________________

Business Description and Current Location of Assets: __________________________________________________________________________

____________________________________________________________________________________________________________________

(lines 2-8 hereinafter referred to as the “Business”). Insert additional description, if any, at lines 291-293 or attach as an addendum per line 294.

■LIST PRICE:____________________________________________________________ Dollars ($ _________________________________).

■INCLUDED IN LIST PRICE:Seller shall include in thelist price (unless excluded at lines 32-35) and transfer, freeand clear of encumbrances, the

Assets of the Business including all goodwill, stock-in-trade, trade fixtures, accounts receivable,Business PersonalProperty, the interest in Real

Estate (if included on lines 22-31), Fixtures (if interest in Real Estate is included), and the following additional property: _______________________

____________________________________________________________________________________________________________________

__________________________________________________STRIKE AND COMPLETE AS APPLICABLE(hereinafter collectively the “Assets”).

Seller shall convey Business Personal Property and any otherpersonal property by Billof Sale or___________________________________

__________________________________, free and clear of all liens and encumbrances except ________________________________________

___________________________________________________________________________________________________________________.

■INTEREST IN REAL ESTATECHECK BOX ON LINE 21or22, ASAPPLICABLE

 NO INTEREST IN REAL ESTATE INCLUDED IN LIST PRICE

 DESCRIPTION OF INTEREST IN REAL ESTATE INCLUDED IN LIST PRICE:

Street address is:___________________________________________________________________________________________________

____________________________________ in the ___________________________________ of ___________________________________

________________________________, County of ________________________________________________, Wisconsin (the “Real Estate”).

The Real Estate is owned by: _________________________________________________________________________________________.

The Real Estate is leased to: ____________________________________________________________________________. (see lines 92-96)

The interest in the Real Estate included in the list price is:ownershipleasehold assignment of existing lease

other:_________________________________________________________________________________________________________.

Insert any additional description, including furtherdescriptionof thetype of interest in theReal Estate that is included in list price, at lines 291-293

or attach as an addendum per line 294.

■NOT INCLUDED IN LIST PRICE:_______________________________________________________________________________________

____________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________.

CAUTION: Identify any Fixtures, trade fixtures and Business Personal Property to be excluded by Seller (see lines 230-237and 240-249)

MARKETINGSeller authorizesand Broker agrees to use reasonable efforts to procurea buyer for the Assets. Broker’s marketing may include:

____________________________________________________________________________________________________________________

__________________________________________________________________________________________________________. Broker may

advertise thefollowing special financingand incentives offered by Seller: ________________________________________________________

_________________________________________________________________________________. Sellerhas a duty to cooperate with Broker’s

marketing efforts. See lines 56-61regarding Broker’s role as marketing agent and Seller’s duty to notify Broker of any potential buyers known to

Seller. Seller agrees that Broker may market other assets and properties during the term of this Listing.

COOPERATION, ACCESS TOPROPERTYOROFFERPRESENTATIONThe parties agree that Brokerwill work and cooperatewith other

brokers in marketing theAssets, including brokers fromother firms acting as subagents (agents fromothercompanies engaged by Broker- seelines

168-170) and brokers representing buyers. Cooperationincludes providing accessto theAssets forshowing purposes and presentingoffers and

other proposals from these brokers to Seller. Note any brokerswithwhom Broker shall not cooperate, any brokers or buyerswho shall not be allowed

to attend showings, and the specific terms of offers which should not besubmitted to Seller:____________________________________________

___________________________________________________________________________________________________________________.

CAUTION: Limiting Broker's cooperation with other brokers may reduce the marketability of the Assets.

■ EXCLUSIONS:All persons who may acquire an interest in the Assets as a Protected Buyer under a prior listing contract are excluded from this

Listing to the extent of the prior broker's legal rights, unless otherwise agreed to in writing. Within seven days of the date of this Listing, Seller agrees

to deliver to Broker a written list of all such prospectivebuyers. The followingother buyers are excluded from this Listing until

____________________________ [INSERT DATE]: _________________________________________________________________________.

These other buyers are nolonger excluded from this Listing after the specified date unless, on orbefore the specified date,Seller has either

accepted an offer from the buyer or sold the Assets to the buyer.

Approved by the Wisconsin Real Estate Examining BoardPage 1 of 6, WB-6

11-1-14 (Optional Use Date) 1-1-15 (Mandatory Use Date)

Page 2 of 6, WB-6

SELLER COOPERATION WITHMARKETING EFFORTSSeller agrees to cooperatewith Broker in Broker’s marketing efforts and to provide

Broker with all records, documents and othermaterial in Seller's possession or control which are required in connection withthe sale. Seller

authorizes Broker to do those acts reasonably necessary to effect a sale and Seller agrees to cooperate fully with these efforts which may include

Internet advertising or a lockbox system on the Real Estate. Seller shall promptly notify Broker in writingof the names and contact information of any

potential buyers known toSeller, who contact Seller or with whomSeller negotiates during theterm of this Listing and shall promptly refer all such

potential buyers and all persons making inquiries concerning the Assets to Broker.

SELLER AUTHORITY TO SELLSellerrepresents that Seller hasauthority to convey theAssets. If the owner is an entity, Seller agrees, within ten

days of theexecutionof thisListing, to provide Broker with a copy ofdocuments evidencing that the sale of theAssets hasbeen properly authorized.

DOCUMENTS AND RECORDSSeller agrees topromptly deliverall financial,business or other records, documents or materials related to the

Assets or transaction which are required in connection with the marketing or sale. Seller warrants that all written documents and records given

to Broker in conjunction with the marketing or sale of the Assets shall be true and accurate. Seller agrees to hold Broker harmless from loss

or liability resulting from Broker’s use of these documents and records, including but not limitedto, thepayment of costs and reasonable attorney

fees in theevent of any suit against Broker arising out of the useof these documents and records. Sellerauthorizes Broker to distribute any or all of

the documents and records given to Broker to prospective buyers and their business, legal or tax counsel.

SELLER RESPONSIBILITIESSelleragrees to hold Broker harmless as toanylossessuffered byBroker becauseof anybreach ofcontract by

Seller where Brokerhas acted as agent for Seller according to terms and conditions set forth in this Listing, including but not limited to, thepayment

of costs and reasonable attorney fees required to defend Broker fromclaims by a buyer of the Assets. Seller is aware that there is a potential risk of

injury, damage, loss or theft involving persons attending a showing of the Assets. Seller accepts responsibility for preparing the Assets to minimize

the likelihood of personal injury, property damage, loss or theft. Seller agrees to hold Broker harmless forany losses or liability resulting from

personal injury, propertydamage, loss ortheft occurring during theterm of this listing, other than those caused by Broker’s negligence or intentional

wrongdoing. Seller acknowledges that showings may beconductedby licensees other than Broker, that appraisers and inspectors may conduct

appraisals and inspections without being accompanied by Broker or other licensees, and that buyers or licensees may be present at allinspections

and testing and may photograph or videotape the Assets unless otherwise provided for in additional provisions at lines 291-293 or in an addendum

per line 294.

SELLER’S DISCLOSURE REPORT(S)Wis.Admin.Code ChapterREEB 24requires listing brokersto makeinquiriesof theselleronthe condition

of real estate and request that the Seller provide a writtenresponse to thebroker’s inquiry. If there is an interest in Real Estate included in the list

price, Seller agrees to complete and provide the Brokerwith a written property condition report orvacant land disclosure report asapplicable or

required by law. Broker may also request that Seller complete disclosure report(s) pertaining to Assets other than Real Estate and Seller agrees to

complete and providesuch writtenreport(s). Seller agrees to complete all reports to the best of Seller’s knowledge. Seller agrees to promptly amend

the report(s) to include any information that would changea response if Seller learns of such information aftercompletion of thereport(s), but before

acceptance of abuyer’s offertopurchase. Seller authorizes Brokerto distribute any report(s) completed by Seller regardingthe Real Estateor

Assets other than Real Estate to all interested parties and their agents inquiring about the Assets. Seller acknowledges that Broker has a duty to

disclose all Material Adverse Facts, as required by law.

WARNING: IFSELLER REPRESENTATIONSAREINCORRECTOR INCOMPLETE,SELLERMAY BE LIABLEFORDAMAGESAND COSTS.

OCCUPANCYUnless otherwise provided, Seller agrees to give buyer occupancy of the Real Estate at time of closing and to have the Real Estate

free of all debris and personal property except for personal property belonging to current tenants, sold to buyer or left with buyer's consent.

LEASED PROPERTYIf any Assets are currently leased to third parties and the lease(s) will extend beyond closing, Seller shall assign Seller’s

rights under the lease(s) andtransfer all security depositsand prepaid rents (subject to agreed-upon prorations) thereunderto buyer at closing.

Seller acknowledges that Seller remains liable under the lease(s) unless released by tenants.

CAUTION: Seller should consider obtaining an indemnification agreement from buyer for liabilities under the lease(s)unless released by

tenants.

NOTICE ABOUT SEX OFFENDER REGISTRYYou may obtain information about the sex offender registry and persons registered with the registry

by contacting the Wisconsin Department of Corrections on the Internet at //www.doc.wi.gov or by telephone at (608) 240-5830.

NON-DISCRIMINATIONSeller and Broker agree that they willnot discriminate againstany prospective buyer on account of race, color,

sex, sexual orientation as defined in Wis. Stat. § 111.32(13m), disability, religion, national origin, marital status, lawful source of income,

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age, ancestry, familial status or in any other unlawful manner.

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EXTENSION OFLISTINGThe Listing term is extended for a period of one year as to any Protected Buyer. Upon receipt of a written request from

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Seller or a broker who has listed the Assets, Broker agrees to promptly deliver to Seller a written list of those buyers known by Broker to whom the

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extension period applies. Shouldthis Listing be terminatedby Seller prior to the expirationof theterm stated in this Listing, thisListingshallbe

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extended for Protected Buyers, on the same terms, for one year after the Listing is terminated.

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TERMINATION OFLISTINGNeither Seller nor Brokerhave thelegal right to unilaterally terminate this Listing absent a material breachof contract

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by the other Party. Seller understands that the Parties to the Listing are Seller and the Broker (firm). Agents (salespersons) for Broker (firm) donot

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have theauthority to enterinto amutual agreement to terminate the Listing, amend the commission amount or shorten the termof this Listing,

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without the written consent of theagent’s supervising broker.Seller and Broker agree that any termination of this Listing by either party before the

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date stated on line 296 shall be indicated to the other Party in writing and shall not be effective until delivered to the other Party in accordance with

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lines 271-290.

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CAUTION: Early termination of this Listing maybe a breach of contract, causing the terminatingparty to potentially be liable for

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damages.

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Page 3 of 6, WB-6

EARNEST MONEYIf Broker holds trust funds in connection with the transaction, they shall be retained by Brokerin Broker’s trust account. Broker

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may refuse to hold earnest money or other trust funds. Should Broker hold theearnest money, Broker shall hold and disburse earnest money funds

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in accordance with Wis. Stat. Ch.452 and Wis. Admin. Code Ch. REEB 18. If the transactionfails to close and the earnest money is disbursed to

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Seller, then upon disbursement to Seller the earnest money shall be paid first to reimburse Broker for cash advances made by Broker on behalf of

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Seller and one half of the balance, but not in excess of theagreed commission, shall be paid to Broker as Broker’s full commission inconnection with

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said purchase transaction and the balance shall belong to Seller. This payment to Broker shall not terminate this Listing.

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BROKER DISCLOSURE TO CLIENTS

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UNDER WISCONSIN LAW, A BROKER OWES CERTAIN DUTIES TO ALL PARTIES TO A TRANSACTION:

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(a)The duty to provide brokerage services to you fairly and honestly.

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(b)The duty to exercise reasonable skill and care in providing brokerage services to you.

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(c)The duty to provide youwith accurate information about market conditions within a reasonable time if you request it, unless

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disclosure of the information is prohibited by law.

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(d)The duty to disclose to you in writing certain material adverse facts about a property, unless disclosure of the information is

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prohibited by law (see lines 250-252).

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(e)The duty to protect your confidentiality. Unless the law requires it, the broker will not disclose yourconfidential information orthe

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confidential information of other parties (see lines 175-187).

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(f)The duty to safeguard trust funds and other property the broker holds.

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(g)The duty, whennegotiating, to present contract proposals in an objective and unbiased manner and disclose the advantages

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and disadvantages of the proposals.

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BECAUSE YOU HAVE ENTERED INTO AN AGENCY AGREEMENT WITH A BROKER, YOU ARE THE BROKER'S CLIENT. A BROKER

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OWES ADDITIONAL DUTIES TO A CLIENT:

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(a)The broker will provide, atyour request, information and adviceon real estate mattersthat affectyour transaction, unless you

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release the broker from this duty.

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(b)The broker must provide you with all material facts affecting the transaction, not just adverse facts.

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(c)The broker will fulfill thebroker's obligations under the agency agreement and fulfill your lawful requests that are within thescope

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of the agency agreement.

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(d)The broker will negotiate for you, unless you release the broker from this duty.

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(e)The brokerwill not place thebroker's interests ahead of your interests. Thebroker will not, unless requiredby law, give

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information or advice to other parties who are not the broker's clients, if giving the information or advice is contrary to your interests.

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If you become involved in a transaction in which another party is also the broker's client (a "multiple representation relationship"), differentduties may

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apply.

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■MULTIPLE REPRESENTATION RELATIONSHIPS AND DESIGNATED AGENCY:

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■ A multiple representationrelationship exists if a broker has an agency agreement with more than one client who is a party in thesame transaction.

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In a multiple representation relationship, if all of the broker's clients in the transaction consent, the broker may provide services to the clients through

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designated agency.

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■ Designated agency means that different salespersons employed by the broker will negotiate on behalf of you and the other client or clients in the

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transaction, and the broker's duties will remain the same. Each salesperson will provide information, opinions, and advice to the client for whom the

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salesperson is negotiating, to assist the client in the negotiations. Each client will be able to receive information, opinions, and advice that will assist

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the client, evenif the information, opinions, or advicegivesthe clientadvantages in thenegotiations over the broker's other clients.Asalesperson will

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not reveal any of your confidential information to another party unless required to do so by law.

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■ If a designatedagency relationship is not in effect you may authorize or reject a multiple representation relationship. If you authorize a multiple

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representation relationship the broker may provide brokerage services to more than one client in a transaction but neither the broker nor any of the

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broker's salespersons may assist any client with information, opinions, and advice which may favor theinterests of one client over any other client. If

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you do not consent to a multiple representationrelationship the broker will not be allowed to provide brokerage services to more than one client in the

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transaction.

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Property Address: ________________________________________________________________________________________________________________________________________Page 4 of 6,WB-6

INITIAL ONLY ONE OF THE THREE LINES BELOW:

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_____________________ I consent to designated agency.

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_____________________ I consent to multiple representation relationships, but I do not consent to designated agency.

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_____________________ I reject multiple representation relationships.

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NOTE: YOU MAY WITHDRAW YOUR CONSENT TO DESIGNATED AGENCY OR TO MULTIPLE REPRESENTATION RELATIONSHIPS BY

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WRITTEN NOTICE TO THE BROKER AT ANY TIME. YOUR BROKER IS REQUIRED TO DISCLOSE TO YOU IN YOUR AGENCY

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AGREEMENT THE COMMISSION OR FEESTHAT YOU MAYOWETO YOUR BROKER. IF YOU HAVEANY QUESTIONS ABOUT THE

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COMMISSIONORFEES THAT YOU MAYOWE BASED UPON THETYPE OFAGENCY RELATIONSHIP YOU SELECT WITH YOUR BROKER

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YOU SHOULD ASK YOUR BROKER BEFORE SIGNING THE AGENCY AGREEMENT.

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■SUBAGENCY: The broker may, withyour authorizationin theagency agreement, engage otherbrokers who assistyour broker by providing

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brokerage services for your benefit. A subagent will not put the subagent's own interests ahead of your interests. A subagent will not, unless required

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by law, provide advice or opinions to other parties if doing so is contrary to your interests.

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PLEASE REVIEW THIS INFORMATION CAREFULLY. A broker or salesperson can answer your questionsabout brokerage services, but if

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you need legal advice, taxadvice, or a professional home inspection, contact an attorney, tax advisor, or home inspector. This disclosure

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is required by section452.135of the Wisconsin statutes andis for informationonly. It is a plain-language summary ofa broker's dutiesto

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you under section 452.133(2) of the Wisconsin statutes.

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■CONFIDENTIALITY NOTICE TO CLIENTS:Broker will keep confidential any information given to Broker in confidence, or any information

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obtained by Broker that heor sheknows a reasonable person would want to bekept confidential, unless the information must be disclosed by law or

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you authorize the broker to disclose particular information. A Broker shall continue to keep the information confidential after the Broker is no longer

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providing brokerage services to you. The following information is required to be disclosed by law:

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1) Material adverse facts, as defined in section 452.01(5g) of the Wisconsin statutes (see lines 250-252).

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2) Any factsknown bythe broker that contradict any information included in a written inspection report on the property or realestate that is the

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subject of the transaction.

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To ensure that Broker is aware ofwhat specific information you consider confidential, you may list that information below (see lines 184-185). At a

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later time, you may also provide Broker with other information you consider to be confidential.

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CONFIDENTIAL INFORMATION: ________________________________________________________________________________________

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____________________________________________________________________________________________________________________

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NON-CONFIDENTIAL INFORMATION (The following may be disclosed by Broker): __________________________________________________

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____________________________________________________________________________________________________________________

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COMMISSIONBroker’s commission shall be ________________%or_________________________________whicheveris greater

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____________________________________________________________________________________________________________________

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___________________________________________________________________________________________________________________.

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Seller shall pay Broker’s commission, which shall be earned if, during the term of this Listing:

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1) Seller sells or accepts an offer which creates an enforceable contract for the sale of all or any part of the Assets;

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2) Seller grants an option to purchase all or any part of the Assets which is subsequently exercised;

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3) Seller exchanges or enters into a binding exchange agreement on all or any part of the Assets;

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4) A transactionoccurs which causes an effective changeof ownership, management or control ofall or any part ofthe Assets from Seller to a third

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party, other than in the ordinary course of business;

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5) A transfer or sale of any stock, shares, membershipor partnership interest of the Business Entity occurs which results in an effective change of

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ownership, management or control of the Business;

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6) A buyer is Procuredfor the Assets by Broker, by Seller, orby any other person, at noless than the price and onsubstantiallythesame terms set

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forth in this Listing and the standard provisions of the current WB-16 OFFER TO PURCHASE -BUSINESS WITH REAL ESTATE (if real property

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is included inthe listprice)or WB-17 OFFER TO PURCHASE -BUSINESS WITHOUT REAL ESTATE, even if Seller doesnot accept this buyer’s

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offer;

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7) Seller enters into a management contract involving all or any part of the Assets during the term of this Listing;

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8) Seller enters into lease(s) involving all or any part of the Assets during the term of this Listing, other than in the ordinary course of business.

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NOTE: Each item on lines 192-204 is a commissionable event and the commission due shall be the aggregate of the amounts earned for

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all commissionable events. This may require allocation of list price or fair market value among Assets.

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A percentage commission, if applicable, shall becalculatedbased on the purchase price if commission is earned under1)or2)above, or calculated

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based onthe list priceunder3) (if anexchange of all Assets), 4), 5), 6), 7)or 8). A percentagecommission shallbe calculated onthefairmarket value

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of the Assets exchangedunder 3) if the exchange does not involve all Assets. “Purchase price” shall include all consideration received by Seller

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including, but not limited to, buyer assumptions of debt, any Seller provided financing and all consideration received by other selling or transferring

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parties, as the case may be. Once earned, Broker’s commission is due and payable in full at the earlierof closing or the date set for closing, unless

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otherwise agreed in writing. Broker’s commission shall be earned if, during the termof the Listing, one owner of theAssets sells, conveys, exchanges

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or options an interest in all or any part of the Assets to another owner, except by divorce judgment.

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NOTE: A sale,option, exchange or Procurement of a buyer for a portion of the Assets doesnotterminate the Listing ofremaining Assets.

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■ COMPENSATION TO OTHERS: Broker offers the following commission to cooperatingbrokers: ______________________________________

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________________________________. (Exceptions if any): ___________________________________________________________________.

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Page 5 of 6, WB-6

NOTICE:Broker has the authority under section 779.32 of the Wisconsin Statutes to file a broker lien for commissions or compensation

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earned but not paid when due againstthe commercial real estate, or the interest in the commercial real estate, ifany, that is the subject of

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this Listing. “Commercial real estate”includes all real estate except (a)real property containing 8 or fewer dwelling units, (b) real

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property that is zoned for residential purposes and that does not contain any buildings or structures, and (c) real property that is zoned

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for agricultural purposes.

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■DEFINITIONS:

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ADVERSE FACT: "Adverse Fact" means any of the following:

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(a)A condition or occurrence that is generally recognized by a competent licensee as doing any of the following:

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1)Significantly and adversely affecting the value of the property;

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2)Significantly reducing the structural integrity of improvements to real estate; or

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3)Presenting a significant health risk to occupants of the property.

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(b) Information that indicatesthat a party to atransaction is notable to ordoesnot intendto meet his or her obligations under a contract or

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agreement made concerning the transaction.

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BUSINESS PERSONAL PROPERTY:“Business PersonalProperty” isdefined as all tangible and intangible personal property and rights in personal

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property owned by Sellerand used in theBusiness, including, but not limited to, furniture, trade fixtures and equipment, tools used in business,

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telephone numbers and listings if transferable, customer lists, trade names, intellectual property, Internet domain names, digital media, digital

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marketing, databases, business records, supplies, leases, advancelease deposits, customerdeposits, signs, all other personal property used in the

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Business, and if transferable, allpermits, special licenses and franchises, except those assets disposed of in the ordinary course of business or as

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permitted by the offer.

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CAUTION: Identify on lines 32-34 Business Personal Propertynot included inthe list price or not exclusively ownedby Seller, suchas

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licensed or rented personal property, tenants’ personal property and tenants’ trade fixtures.

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DEADLINES –DAYS: Deadlinesexpressed asa number of "days" froman eventare calculated by excludingthe day the event occurred and by

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counting subsequent calendar days.

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FIXTURES:“Fixture” is an item of property which is physically attached to or so closely associated with land or buildings so as to be treated as part

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of the real estate, including, without limitation,physicallyattacheditems not easily removable without damage to the premises, items specifically

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adapted to the premises, and items customarily treated as fixtures, including, but notlimited to, all: garden bulbs; plants; shrubs andtrees; screen

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and storm doors and windows; electric lighting fixtures; window shades; curtain and traverse rods; blinds and shutters; central heating and cooling

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units and attached equipment; water heaters and treatment systems; sump pumps; attached or fitted floor coverings; awnings; attached antennas,

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garage door openersand remote controls; installed security systems; central vacuum systems and accessories; in-ground sprinklersystems and

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component parts; built-in appliances; ceiling fans; fences; storage buildings on permanent foundations anddocks/piers on permanent foundations. A

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Fixture does not include trade fixtures owned by tenants of the Real Estate.

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CAUTION: Ifan interest in real estate is included inthe list price, identify on lines32-34 Fixtures not included in the list price or not

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exclusively owned by Seller, such as rented Fixtures.

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MATERIAL ADVERSE FACT: "Material Adverse Fact" means an Adverse Fact that a party indicates is of such significance, orthat is generally

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recognized by a competent licensee as being ofsuch significancetoa reasonable party, that it affects or would affect theparty's decision to enter into

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a contract or agreement concerning a transaction or affects or would affect the party's decision about the terms of such a contract or agreement.

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PERSON ACTING ON BEHALF OFBUYER:"Person Acting on Behalf of Buyer" shall mean any person joined in interest with buyer, or otherwise

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acting onbehalf of buyer, including but not limited to buyer's immediate family, agents, servants,employees, directors, managers, members, officers,

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owners, partners, incorporators and organizers, as well as any and all corporations, partnerships, limited liability companies, trusts or other entities

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created or controlled by, affiliated with or owned by buyer, in whole or in part whether created before or after expiration of this Listing.

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PROCURE:A buyer is procuredwhen during theterm of theListing, an enforceable contract of sale is entered intobetween theSeller and thebuyer

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or when a ready, willing and able buyer submits to the Seller or theListing Broker a written offer at the price and on substantially theterms specified

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in this Listing. A buyer is ready, willing and able whenthe buyer submitting the written offer has the ability to complete thebuyer's obligations under

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the written offer. See lines 199-202.

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PROTECTED BUYER: “Protected Buyer”means a buyer who personally, or through any Person Acting on Behalf of Buyer, during the term of this

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Listing: 1) delivers to Seller or Broker a written offer to purchase, exchange or option on the Assets; 2) negotiates directly with Seller by discussing

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with Seller the potential terms upon which buyer might acquire an interest inthe Assets; or 3) attends an individual showing oftheAssets or

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discusses with Brokeror cooperating brokers the potential terms upon which buyer might acquire an interest in theAssets,but only ifBroker delivers

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the buyer’s name to Seller, in writing,nolater than threedays afterthe expiration of the Listing. Therequirement in 3), to deliver the buyer’s name to

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Seller in writing, may be fulfilledas follows: a) If the Listing iseffective only as tocertain individuals who are identified in theListing, by the

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identification of the individuals in the Listing; or b)if a buyer has requested that the buyer’s identity remain confidential, by delivery of a written notice

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identifying the broker with whom the buyernegotiated and the date(s) of any showings orothernegotiations. A Protected Buyer also includes any

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Person Acting onBehalf of Buyer joined in interest with or otherwise acting on behalf of a ProtectedBuyer, whoacquires aninterest in the Assets

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during the extension of listing period as noted on lines 102-105.

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Property Address: ________________________________________________________________________________________________________________________________________Page 6 of 6, WB-6

DELIVERY OFDOCUMENTS AND WRITTENNOTICESUnless otherwise stated in this Listing, delivery of documents and written notices to a

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Party shall be effective only when accomplished by one of the methods specified at lines 273-290.

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(1) Personal Delivery: givingthe document or written noticepersonally tothe Party, or the Party'srecipient fordelivery if named atline274or275.

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Seller’s recipient for delivery (optional):____________________________________________________________________________________

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Broker’s recipient for delivery (optional): ____________________________________________________________________________________

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(2) Fax: fax transmission of the document or written notice to the following telephone number:

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Seller: (__________) _______________________________________ Broker: (___________) _________________________________________

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(3) Commercial Delivery: depositing the document or written notice fees prepaid orcharged to anaccount witha commercialdelivery service,

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addressed either to the Party, orto theParty's recipient for delivery if namedat line 274or 275,fordelivery to the Party's delivery address at line 283

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or 284.

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(4) U.S. Mail: depositing thedocument or written notice postage prepaid in theU.S. Mail, addressed either to theParty, or to the Party's

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recipient for delivery if named at line 274 or275, for delivery to the Party's delivery address at line 283 or 284.

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Delivery address forSeller: ______________________________________________________________________________________________

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Delivery address for Broker: _____________________________________________________________________________________________

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(5) E-Mail:electronically transmitting the document or written notice tothe Party’s e-mail address, if given below atline289or290. If this isa

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consumer transaction where the property being leasedor purchased orthe proceedsare used primarily for personal,family orhousehold purposes,

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each consumerproviding an e-mail address below has first consentedelectronically to the use of electronic documents, e-mail delivery and

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electronic signatures in the transaction, as required by federal law.

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E-Mail address for Seller: _______________________________________________________________________________________________

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E-Mail address for Broker: ______________________________________________________________________________________________

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ADDITIONAL PROVISIONS ____________________________________________________________________________________________

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____________________________________________________________________________________________________________________

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____________________________________________________________________________________________________________________

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ADDENDAThe attached ______________________________________________________________________ is/are made part of this Listing.

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■TERM OF THE CONTRACT:From the ________________ dayof ________________________________________, ________________ up to

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and including midnight of the ________________day of __________________________________________________, ___________________.

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■ READING/RECEIPT: THIS LISTING CONTRACT IS FOR SALE OF BUSINESS ASSETS. CONSULT APPROPRIATE ADVISORS FOR TAX,

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LICENSING, LIABILITY OR RELATED ISSUES. IFSIGNED, THIS LISTING CAN CREATE A LEGALLY ENFORCEABLE CONTRACT. BY

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SIGNING BELOW, SELLER ACKNOWLEDGES RECEIPT OF A COPY OF THIS LISTING CONTRACT AND THAT HE/SHE HAS READ ALL 6

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PAGES AS WELL AS ANY ADDENDA AND ANY OTHER DOCUMENTS INCORPORATED INTO THE LISTING.

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All persons signing below on behalf of a Seller Entity represent that they have legal authority to sign for and bind the Entity.

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NOTE: If signing for an entity use an authorized signature line and print your name and title.

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Seller Entity Name (if any): ______________________________________________________________________________________________

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(x)__________________________________________________________________________________________________________________

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Authorized Signature ▲ Print Name & Title Here ► Date ▲

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(x)__________________________________________________________________________________________________________________

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Individual Seller’s Signature ▲ Print Name Here ► Date ▲

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