Business Broker & M&A Advisor Agreements
The short answer
A broker agreement, also called a mandate or engagement letter, appoints a broker to find a buyer for your business and sets out when the broker gets paid. In iGaming there are two main types. Under a non-exclusive mandate the broker earns a fee only if a buyer it introduced completes the deal, and you remain free to use other brokers and marketplaces. Under an exclusive mandate one broker runs the whole sale for a fixed period, and the fee applies to any sale in that period, except to buyers you named before signing.
The headline commission gets most of the attention. The clauses that decide what you actually owe are the definition of the price, the tail period, the excluded-buyers list, the term and how you can end it. This guide goes through each of them.
Which mandate fits which seller
The choice is less about the fee and more about how you want the sale run.
Non-exclusive suits you if:
- You already list the asset on marketplaces or work with other introducers, and want one more channel
- The asset is small and standard, such as an affiliate site with clean traffic, and buyers are easy to reach
- You want to test the market before committing to a full process
Exclusive suits you if:
- The business is a licensed operator, a platform or a multi-brand portfolio, where confidentiality and a controlled process matter
- You want one party to produce the teaser and CIM, run buyer outreach, manage NDAs and negotiate on your behalf
- You want to avoid the same asset appearing on several listings at different prices, which makes buyers suspicious and weakens your negotiating position
A non-exclusive broker competes with every other channel you use, so it will usually put in less work before a buyer shows interest. An exclusive broker carries the full cost of the process up front, which is why exclusive terms include a fee on any sale during the mandate and a minimum fee.
Clause by clause
Most iGaming broker agreements follow the same structure. This is what each clause does and what to check before you sign.
| Clause | What it does | What to check |
|---|---|---|
| Appointment and scope | Names the business being sold and whether the mandate is exclusive | That the asset is described precisely: which brands, domains and entities are included |
| Term and renewal | Sets how long the mandate runs and whether it renews automatically | The notice needed to stop renewal, and whether exclusivity also renews. Exclusive terms of 6–12 months are common |
| Commission | Sets the fee and what it is calculated on | The definition of the price, how earnouts are treated, and any minimum fee. See our broker fees guide |
| Excluded buyers | Lists people you were already talking to, who carry no fee | That you can name them before signing, and that the list cannot be changed later without both sides agreeing |
| Tail period | Lets the broker claim a fee on sales shortly after the mandate ends | Its length (often 6–12 months) and whether it is limited to a written list of buyers actually introduced |
| Reserve price and authority | Sets the minimum price the broker may market at, and what the broker can and cannot do on your behalf | That the broker cannot accept an offer or sign anything for you, and that you keep the final decision |
| Expenses | Sets who pays for marketing and other costs | That no expense is charged to you without your written approval in advance |
| Confidentiality | Commits the broker to protect your information, including after the mandate ends | That buyers must sign an NDA before receiving anything that identifies the business |
| Seller obligations | Lists what you must provide and promise | That the information requested is reasonable, and that your warranties match what you can actually stand behind |
| Termination | Sets how either side can end the agreement | Notice periods, any minimum period on an exclusive mandate, and what survives termination |
| Payment and escrow | Sets how the purchase price and the commission are paid | Whether funds go through escrow, and when the commission is deducted |
| Governing law and disputes | Sets which law applies and where disputes go | That you understand the jurisdiction, and whether there is a step for settling disputes amicably first |
Red flags to push back on
These terms are not always unfair, but each one shifts risk to the seller and deserves a clear explanation before you sign.
- A tail with no list. A clause that charges a fee on any sale to “a party introduced or contacted” during the mandate, with no closed list, can catch buyers the broker never worked with.
- Fees on consequential introductions. If a buyer the broker introduced passes you to a third party who then buys, the agreement should not treat that third party as introduced by the broker.
- Withdrawal or break fees. Some agreements charge a fee if you decide not to sell, or decline an offer at or above the asking price. You should always be free to say no.
- Authority to accept offers. A broker should present and negotiate offers, never accept or sign on your behalf.
- Open-ended expenses. Marketing, travel or data-room costs charged to you without prior approval.
- Commission on the headline price at closing. A fee on the full price, including earnout money you may never receive, all payable on day one.
- Silent auto-renewal of exclusivity. An exclusive period that rolls over automatically with a long notice requirement you may miss.
- Retention of your documents. A clause that lets the broker hold your data until disputed amounts are paid is common; check that it cannot be used to delay a deal.
If a broker will not explain or soften a term like these, treat that as information about how the rest of the process will go.
What the seller commits to
A broker agreement puts obligations on you as well. Expect to agree to the following.
- Provide information. Monthly P&L for at least the last two or three years, platform and PSP reports, traffic data and the answers buyers need. In iGaming that means GGR/NGR by month and by market, not just annual totals.
- Respond promptly. Buyer interest fades quickly, and a week without answers can be enough for a buyer to move on to another asset.
- Give warranties. You confirm that the business is genuine and trading as described, that the information you provide is accurate, that the licences you claim are valid, and that you have the right to sell. If a warranty proves untrue, the broker can usually end the agreement and recover its costs.
- Confirm authority. If a company is selling, the person signing must be authorised, usually shown with a board resolution or registry extract.
- Refer approaches. Under an exclusive mandate, you pass any enquiry from a potential buyer to the broker. You can still talk to that person directly, provided the broker is kept informed.
- Tell the broker about a sale. If you sell without the broker’s involvement, you say so within a short period, so any fee due can be settled.
- Allow use of your brand, with limits. The broker may need your logo or screenshots for the CIM. Good agreements make this subject to your approval case by case.
How our agreements handle the key points
We offer both exclusive and non-exclusive mandates. On the points sellers ask about most, our terms work like this:
- Fees. A success fee, typically 5–10% of the consideration depending on the mandate type and deal size, with a minimum fee on exclusive mandates. Commission on earnouts and deferred payments is due only when you receive the money.
- No withdrawal fee. You can decline any offer for any reason, including price, structure or the buyer’s identity. Under an exclusive mandate, if you take the business off the market, you reimburse only marketing costs you approved in writing beforehand.
- Excluded buyers. On exclusive mandates you list everyone you were already talking to before signing. No fee applies to a sale to any of them.
- Closed tail list. When an exclusive mandate ends, we give you a dated list of the buyers we introduced. Only those buyers can trigger a fee during the tail period, and if we do not deliver the list on time, the tail does not apply.
- No authority to bind you. We present and negotiate offers. We cannot accept an offer, sign anything or make commitments on your behalf, and we tell every buyer that.
- NDAs first. No buyer receives information that identifies the business until it has signed a confidentiality agreement.
- Expenses. We cover marketing costs on a sale mandate, and no other expense is charged without your prior written approval.
- Escrow. We coordinate escrow, so the purchase price and our commission move through a controlled process rather than direct transfers.
Our agreements are governed by Romanian law, with an amicable settlement step before any court action. If you have a lawyer, ask them to read the agreement before you sign; we would rather answer their questions at the start than during a deal.
FAQ
How long does an iGaming broker agreement last?
Exclusive mandates commonly run 6–12 months and may extend for shorter periods unless either side gives notice. Non-exclusive agreements often run longer, because they cost the seller nothing while no buyer appears.
Can I cancel a broker agreement?
Usually yes, on written notice. Exclusive mandates often set a minimum period before you can terminate without cause, because the broker has front-loaded the work. Either side can normally end the agreement early if the other breaches it and does not put it right.
Can I list my casino on a marketplace while under an exclusive mandate?
No. Exclusivity means one channel for the agreed period. If you want to keep marketplace listings, a non-exclusive mandate is the right choice.
What happens to buyers I was already talking to?
Under an exclusive mandate, name them on the excluded-buyers schedule before you sign. A sale to any of them should carry no fee.
Does the broker sign an NDA with every buyer?
It should. Buyers sign before receiving the CIM or anything else that identifies the business. Your agreement with the broker should require this.
Do I still need a lawyer if I use a broker?
Yes, for the purchase agreement and any licence or tax questions. A broker runs the sale and negotiates the commercial terms; a lawyer drafts and reviews the legal documents.
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