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1. General Terms and Conditions / Scope

1.1 All legal transactions between the Principal and the Agent (Management Consultant) shall be subject to these General Terms and Conditions exclusively. The version valid at the time the Contract is concluded shall be applicable.
1.2 These General Terms and Conditions shall also apply to any future contractual relationships even if these General Terms and Conditions are not expressly referred to in collateral contracts.
1.3 Any conflicting General Terms and Conditions on the part of the Principal shall be invalid unless they have been explicitly accepted in writing by the Agent (Management Consultant).
1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts concluded pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a provision which best corresponds to the intention and economic purpose of the invalid provision.

2. Scope of Consulting Assignments / Representation
2.1 The scope of each particular consulting assignment shall be individually agreed by contract.
2.2 The Agent (Management Consultant) shall be entitled to subcontract, in whole or in part, the services for which the Agent is responsible to third parties. Payment of said third parties shall be effected exclusively by the Agent (Management Consultant). No contractual relationship of any kind shall exist between the Principal and said third party.
2.3 During the validity of this Contract and for a period of three years after termination thereof, the Principal shall agree not to enter into any kind of business transactions with persons or organisations the Agent (Management Consultant) employs to perform the Agent’s contractual duties. In particular, the Principal shall not employ said persons or organisations to render consulting services the same or similar to those offered by the Agent (Management Consultant).

3. Principal’s Obligation to Provide Information / Declaration of Completeness
3.1 The Principal shall ensure that during the performance of the consulting assignment, organisational conditions in the Principal’s place of business allow the consulting process to proceed in a timely and undisturbed manner.
3.2 The Principal shall also inform the Agent (Management Consultant) in detail about previously conducted and/or currently active consulting projects, including those in other areas of competency.
3.3 The Principal shall, in a timely manner and without special request on the part of the Agent, provide the Agent (Management Consultant) with all documents necessary to fulfil and perform the consulting assignment and shall inform the Agent of all activities and conditions pertinent to the performance of the consulting assignment. This includes all documents, activities and conditions that become known or available during the performance of the consulting assignment.
2 3.4 The Principal shall ensure that all employees as well as any employee representation (works council) provided by law, if established, are informed of the Agent’s consulting activities prior to the commencement of the assignment.

4. Maintenance of Independence
4.1 The contracting parties shall be committed to mutual loyalty.
4.2 The contracting parties shall be obligated to take all necessary measures to ensure that the independence of all persons working for the Agent (Management Consultant) and/or of any third parties employed by the Agent is not jeopardized. This applies particularly to any employment offers made by the Principal or the acceptance of assignments on their own account.

5. Reporting / Obligation to Report
5.1 The Agent (Management Consultant) shall be obligated to report to the Principal on the progress of services performed by persons working for the Agent and/or any third parties employed by the Agent.
5.2 The Agent (Management Consultant) shall deliver the final report in a timely manner, i.e. depending on the type of assignment, two to four weeks after completion of the assignment.
5.3 The Agent (Management Consultant) shall not be bound by directives while performing the agreed service and shall be free to act at the Agent’s discretion and under the Agent’s own responsibility. The Agent shall not be required to work in a particular place or to keep particular working hours.

6. Protection of Intellectual Property
6.1 The Agent (Management Consultant) shall retain all copyrights to any work done by the Agent and/or by persons working for the Agent and/or by third parties employed by the Agent (including but not limited to tenders, reports, analyses, expert opinions, organization charts, programmes, performance descriptions, drafts, calculations, drawings, data media, etc.). During the contract period and after termination thereof, the Principal may use these materials exclusively for the purposes described under the Contract. Therefore, the Principal shall not be entitled to copy or distribute these materials without the explicit consent of the Agent (Management Consultant).
6.2 Any violation of this provision by the Principal shall entitle the Agent (Management Consultant) to prematurely terminate the Contract and to enforce other legal claims, in particular for restraint and/or damages.

7. Warranties
7.1 The Agent (Management Consultant) shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the Agent’s work which have become known subsequently. The Agent shall immediately inform the Principal thereof.
7.2 This right of the Principal expires six months after completion of the respective service.

8. Confidentiality / Data Protection
8.1 The Agent (Management Consultant) shall be obligated to maintain complete confidentiality concerning all business matters made known to the Agent in the course of services performed, especially trade and company secrets and any other information concerning type and/or scope of business and/or practical activities of the Principal.
8.2 Furthermore, the Agent (Management Consultant) shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Principal’s clients.
8.3 The Agent (Management Consultant) shall not be obligated to maintain confidentiality towards any person working for the Agent or representatives of the Agent. The Agent is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if the Agent had breached confidentiality.
8.4 The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract.
8.5 The Agent (Management Consultant) shall be entitled to use any personal data entrusted to the Agent for the purposes of the services performed. The Agent (Management Consultant) shall guarantee the Principal that all necessary measures will be taken, especially those regarding data protection laws, e.g. that declarations of consent are obtained from the persons involved.

9. Website
9.1 The Agent (Management Consultant) can cooperate with partners, subcontractors, affiliate which are not employed by Agent. Agent can show those non employees on the about us Page of this website. To know more about the type and kind of relationship between Agent and those Parties, client can reach Agent and request more information. Agent will provide those information which are not covered by any NDA Agreement.
9.2 The listings (Properties) available on this website are the result of exclusive negotiation between Agent and Clients and also between third Parties (Associate, Partners, etc) and the final Clients.
9.3 FORCE MAJEURE.  Agent (Management Consultant) shall  not  be  liable  for  any  failure  to  perform  its  obligations  under  this Agreement due to causes beyond Agent (Management Consultant)’s control, including, but not limited to: acts of God, fire, flood, drought, earthquake, volcanic eruption or other catastrophes or calamities, strikes or combination of workmen, lockouts or  other  labor  disturbances; any  law,  order,  regulation, or  governmental action, national emergencies, insurrections, rebellions, riots, wars (declared or not), hostilities or belligerence, blockade, revolution or any other public disorder; unavailability of internet connectivity; however, Agent (Management Consultant) shall use commercially reasonable efforts to eliminate such event whenever practicable.

Limitation of Warranty and Liability: the Services Are Provided on an “as Is” and “as Available” Basis. Except as Set Forth Herein, Agent (Management Consultant) Disclaims All Representations and Warranties, Express or Implied Arising by Operation of Law or Otherwise, Including but Not Limited to Implied Warranties of Merchantability, Fitness for a Particular Purpose, Non- Infringement, and Title, as Well as Any Warranties Arising From a Course of Dealing, Usage or Trade Practice. Agent (Management Consultant) Does Not Warrant or Guaranty That Its Services Will Result in the Sale of the Company. Seller’s Sole and Exclusive Remedy for Agent (Management Consultant) ’s Failure to Provide the Services Promised Herein Is to Terminate This Agreement. the Liability of Agent (Management Consultant) for Damages Arising Out of the Furnishing of Services Pursuant to This Agreement, Including but Not Limited to Mistakes, Omissions, Interruptions, Delays, Tortious Conduct, Errors or Other Defects, Representations, or Arising Out of the Failure to the Furnish Services, Whether Caused by Acts of Commission or Omission, or Any Other Damage Occurring Shall Be Limited to the Agent (Management Consultant) Fee Paid by Seller to Agent (Management Consultant) and to Agent (Management Consultant) Pursuant to This Agreement and in No Way Shall Agent (Management Consultant) ’s Liability Exceed the Agent (Management Consultant) Fee. Agent (Management Consultant) Shall Not Be Liable for Any Indirect, Incidental, Special, Consequential or Punitive Damages (Including but Not Limited to Damages for Lost Profits or Lost Revenues), Whether Caused by the Acts or Omissions of Agent (Management Consultant) ’s Employees or Representatives or Culpable Negligence, Regardless of Whether Seller Has Been Informed of the Likelihood of Such Damages.

10. Remuneration
10.1 After completion of the services agreed upon, the Agent (Management Consultant) shall receive remuneration agreed upon in advance between the Agent (Management Consultant) and the Principal. The Agent (Management Consultant) shall be entitled to render intermediate accounts and to demand payment on account as required by the 4 progress of the work. Remuneration shall be due and payable immediately after rendering accounts by the Agent.
10.2 The Agent (Management Consultant) shall render accounts which entitle to deduct input tax and contain all elements required by law.
10.3 Any cash expenditures, expenses, travel expenses, etc. shall be reimbursed to the Agent (Management Consultant) by the Principal separately, upon submission of the appropriate receipts.
10.4 In the event that the work agreed upon is not completed due to reasons on the part of the Principal, or due to a premature termination of contract by the Agent (Management Consultant) for cause, the Agent (Management Consultant) shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred. In the event that an hourly fee had been agreed upon, the Principal shall pay for the number of hours expected to be required for the entire contracted assignment, less expenses not incurred. Expenses not incurred shall be calculated as a lump sum consisting of 30% of the fee required for those services that the Agent did not perform by the date of termination of the agreement.
10.5 In the event that intermediate invoices are not paid, the Agent (Management Consultant) shall be released from the Agent’s commitment to provide further services. This shall not apply to any further claims resulting from default of payment.

11. Electronic Invoicing
11.1 The Agent (Management Consultant) shall be entitled to transmit invoices electronically. The Principal agrees explicitly to accept invoices transmitted electronically by the Agent (Management Consultant).

12. Duration of the Agreement
12.1 This Contract terminates with the completion of the project.
12.2 Apart from this, this Contract may be terminated for good cause by either party at any time without notice. Grounds for premature termination include the following: – one party breaches major provisions of the Contract
– one party opens insolvency proceedings or the petition for bankruptcy is denied because of insufficient assets to cover expenses.

13. Final Provisions
13.1 The contracting parties declare that all information contained herein is accurate and made in good conscience. They shall be mutually obligated to immediately inform the other party of any changes.
13.2 Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing. This shall also apply to a waiver of this requirement in written form.
13.3 This Contract is governed by the substantive law of the Republic of Austria excluding the conflict-of-law rules of international private law. Place of fulfilment is the registered business establishment of the Agent (Management Consultant). Jurisdiction in all disputes is the court in the place where the Agent (Management Consultant) is based.

NDA Agent Vs Potential Buyer

In consideration of MergersCorp M&A International’s providing such information, the Buyer hereby accepts, acknowledges and agrees:

1. Any and all information MergersCorp M&A International provides about a business was provided to MergersCorp M&A International and/or MergersCorp M&A International Partners by the business owner, and MergersCorp M&A International makes no representations or warrantees as to its accuracy or completeness. Buyer is solely responsible for investigating all aspects of the business and obtaining any legal, tax or other advice Buyer deems necessary, prior to purchasing the business. Should any representations of Seller be untrue, Buyer agrees to look solely to Seller for relief and shall release, hold harmless, indemnify, and defend the Broker from any claims and causes of action arising out of any alleged injury or damage which is or may be claimed to have been sustained.

2. Any information Buyer is given about a business, including, especially, its availability for acquisition, shall be treated as strictly confidential and proprietary. Buyer shall not directly or indirectly disclose, without MergersCorp M&A International’s and/or MergersCorp M&A International Partners prior written consent, any such information to any third party except Buyer’s representatives/affiliates engaged in evaluating the information, and shall obtain the agreement of such third parties to maintain such confidentiality. If Buyer decides not to purchase the business, Buyer shall promptly notify MergersCorp M&A International of this fact and shall promptly delete and destroy all documentation, including, without limitation, summaries, analyses or extracts. Any unauthorized disclosure shall constitute a material breach of Buyer’s duty to the Seller and MergersCorp M&A International, and could result in legal recourse against the Buyer. Buyer shall indemnify, defend and hold MergersCorp M&A International harmless from and against any liability resulting from such unauthorized disclosure.

3. The Seller of each business about which a Buyer shall be given information by MergersCorp M&A International has entered into an agreement providing that Seller shall pay a fee to MergersCorp M&A International if, during the term of that agreement or within 36 months thereafter, the business is directly or indirectly transferred to a Buyer introduced by MergersCorp M&A International. Should Buyer, a member of Buyer’s family, or anyone with whom Buyer is directly or indirectly affiliated acquire any interest in, or become affiliated in any capacity with such a business, Buyer shall protect and indemnify MergersCorp M&A International’s right to a fee from the Seller. Buyer agrees that any transaction will be closed through a licensed independent escrow company. Buyer agrees that Broker will be a party to said escrow and an irrevocable assignee of the sale proceeds to the extent of any fee owed broker by seller.

4. Buyer shall conduct all inquiries into any business about which MergersCorp M&A International provides information and discussions with its owner(s) and/or management solely through MergersCorp M&A International and/or MergersCorp M&A International Partners, and shall not directly or indirectly contact the owner, employees or other representatives of the business except by prior written consent from MergersCorp M&A International and/or MergersCorp M&A International Partners.

5. If Buyer breaches the terms of this Agreement or in any way interferes with MergersCorp M&A International’s right to a fee, Buyer shall be liable for such fee and any other damages, including reasonable attorney’s fees and litigation costs. All parties to the Agreement shall mediate any dispute or claim between them arising out of this Agreement or any resulting relationship or transaction between such parties.
6. This agreement contains the sole and entire agreement between the parties regarding its subject matter. The parties acknowledge and agree that neither of them has made any representations or promises with respect to the terms and conditions of this agreement or any representations or promises inducing the execution and delivery hereof, except such representations and promises which are expressly stated herein. Each party acknowledges its reliance on its own judgment in entering into this agreement and having the opportunity to have the agreement reviewed by others, including legal counsel. The parties further acknowledge that any statements or representations previously made by either of them to the other are void and of no effect and that neither of them has relied thereon in connection with their dealings with the other. Any amendment or modification to this agreement shall be valid only if the parties have duly executed such modification, in writing, and it has been signed by the party against whom enforcement may be sought.
7. Business opportunities by their very nature carry risk including obsolescence or reduced demand for service or product, regulatory laws, ineffective management, changes in the local or national economic condition, and many others. Due to the risks inherent in business opportunities, a Purchaser could incur a loss, including but not limited to their entire investment. Purchaser acknowledges that they understand these risks and that MergersCorp M&A International cannot and does not in any way warrant or guaranty the future vitality or prospects of any business.
By signing below the prospective Purchasers acknowledge that they have read and understood the disclosures stated above.

RECEIPT OF A COPY AND ACCEPTANCE OF THE TERMS OF THIS KNOWLEDGEMENT AND AGREEMENT IS HEREBY ACKNOWLEDGED AND CONFIRMED.

 

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