Acquisition Partner Engagement Agreement
This Acquisition Partner Engagement Agreement (the "Agreement") is entered into as of the date of electronic signature below (the "Effective Date") by and between The Car Wash Doc / Buy The Car Wash and its owner and affiliates (collectively, the "Advisor"), and the individual or entity accepting this Agreement and enrolling in the Acquisition Partner program (the "Client"). Advisor and Client are each a "Party" and together the "Parties."
By typing your name, checking the acknowledgment boxes, and clicking to accept below, you agree to be legally bound by this Agreement. If you do not agree, do not enroll in the Acquisition Partner program.
1. Nature of the Engagement
Advisor provides education, coaching, analysis, and strategic advisory services to help Client evaluate and pursue the acquisition of self-serve, in-bay automatic, and similar car wash businesses and related real estate (each, an "Opportunity"). Services may include, as Advisor deems appropriate: deal sourcing guidance, opportunity screening, underwriting and financial analysis review, site and equipment evaluation guidance, negotiation strategy and coaching, financing and capital-structure guidance, budgeting and rehabilitation planning, diligence support, and a step-by-step walkthrough toward closing (the "Services").
The Services are advisory and educational in nature. Advisor advises and assists; Client decides. Client at all times retains sole and complete authority and responsibility for every decision, offer, contract, payment, financing commitment, and closing.
2. What the Advisor Is Not
Client acknowledges and agrees that Advisor is NOT, and is not acting as: (a) a licensed real estate broker, salesperson, or the Client's real estate agent; (b) a business broker acting as Client's agent; (c) an attorney or provider of legal advice; (d) a certified public accountant or provider of tax or accounting advice; (e) a licensed investment adviser, broker-dealer, or provider of securities or investment advice; or (f) a fiduciary of the Client.
Advisor does not represent the Client as an agent in any transaction, does not have authority to bind the Client, and does not act on the Client's behalf with sellers, brokers, lenders, or any third party. Client represents itself and acts on its own behalf in all dealings. Client is solely responsible for engaging its own licensed attorney, CPA, lender, inspectors, and other professionals, and for conducting its own independent due diligence before entering into any transaction.
3. Engagement Fee
In consideration of Advisor reserving capacity for Client and providing the Services, Client shall pay a one-time engagement fee of $4,500 (the "Engagement Fee"), due in full upon enrollment.
The Engagement Fee is fully earned upon enrollment and is NON-REFUNDABLE, in whole or in part, regardless of whether Client closes any Opportunity, the extent to which Client uses the Services, or Client's satisfaction with any outcome. The Engagement Fee is separate from, and is not a credit against, the Success Fee described below.
4. Success Fee
In addition to the Engagement Fee, Client shall pay Advisor a performance-based success fee for each Covered Transaction (the "Success Fee"). The Success Fee for each Covered Transaction is the GREATER of (a) $15,000, or (b) 1% of the Total Transaction Value of that Covered Transaction.
The Success Fee is earned upon the closing of a Covered Transaction and is due and payable at closing, from closing or escrow proceeds where permitted, and otherwise within ten (10) business days of closing. Client authorizes and shall instruct the applicable escrow or closing agent to disburse the Success Fee to Advisor at closing where such instruction is permitted, and shall remain personally and directly liable for the Success Fee regardless of any escrow instruction.
A Success Fee is payable for each Covered Transaction separately, including multiple Covered Transactions.
5. Definitions
"Covered Transaction" means any acquisition, lease-to-own, or controlling investment in a car wash business, its assets, or its real estate (whether structured as an asset purchase, equity or membership-interest purchase, real property purchase, merger, or otherwise) that Client, or any Client Affiliate, closes, where the Opportunity was sourced, identified, introduced, presented, analyzed, negotiated, or advised upon with Advisor's involvement at any time during the Engagement Period or the Fee Tail Period.
"Total Transaction Value" means the aggregate gross consideration for the Covered Transaction, including without limitation cash paid, the principal amount of any debt or seller financing assumed or issued, the value of any real estate, equipment, inventory, and assumed liabilities, earn-outs, and any other consideration, determined without deduction for fees, costs, or financing.
"Client Affiliate" means any entity or person controlling, controlled by, or under common control with Client, and any spouse, family member, partner, co-investor, nominee, or entity formed or used by or for Client to effect or hold a Covered Transaction.
"Engagement Period" means the period beginning on the Effective Date and continuing through the completion of the program plus 3 months of continued advisory availability.
"Fee Tail Period" means the period of 24 months immediately following the end of the Engagement Period.
6. Non-Circumvention
Client agrees that it shall not, and shall cause each Client Affiliate not to, directly or indirectly circumvent, avoid, bypass, or attempt to circumvent Advisor's right to the Success Fee, including by: (a) delaying, restructuring, renaming, reassigning, or routing a Covered Transaction through a Client Affiliate or third party; (b) terminating this Agreement or the engagement and thereafter closing an Opportunity that was sourced, identified, or advised upon during the Engagement Period or Fee Tail Period; or (c) concealing a closing.
Any Opportunity that was sourced, identified, introduced, analyzed, or advised upon with Advisor's involvement during the Engagement Period, and that closes during the Engagement Period or the Fee Tail Period, is a Covered Transaction and triggers the Success Fee, whether or not Advisor was involved in the final stages of that transaction.
7. Client Obligations
Client shall: (a) provide accurate, complete, and timely information; (b) reasonably cooperate with Advisor; (c) promptly notify Advisor in writing of each offer submitted, each Opportunity placed under contract, and each closing of any car wash Opportunity during the Engagement Period and the Fee Tail Period; and (d) obtain and rely on its own licensed attorney, CPA, lender, and inspectors for all legal, tax, financial, environmental, and diligence matters.
8. No Guarantee; Assumption of Risk
Advisor makes no guarantee, representation, or warranty of any kind regarding results, revenue, profit, savings, financing, appraised value, deal availability, or the success of any acquisition or operation. Buying and operating a business and real estate involves substantial risk, including the risk of losing capital. Any figures, ranges, examples, or outcomes discussed are illustrative and are not a promise of results. Client's results depend on factors outside Advisor's control, including Client's own decisions, effort, market conditions, and financing.
Client is capable of evaluating and bearing the economic risks of a potential acquisition and is not relying on Advisor to guarantee any outcome.
9. Confidentiality
Each Party shall keep confidential the non-public information of the other Party, including Advisor's materials, templates, analyses, methods, and deal information, and shall not disclose them except to its own professional advisors on a need-to-know basis or as required by law. Advisor's course materials, templates, and tools are licensed to Client for Client's own use only and may not be resold, redistributed, or shared.
10. Limitation of Liability
To the maximum extent permitted by law, Advisor's total cumulative liability arising out of or relating to this Agreement or the Services shall not exceed the amount of the Engagement Fee actually paid by Client. In no event shall Advisor be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost opportunities, or diminution in value, even if advised of the possibility. The Services are provided "as is" and Advisor disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.
11. Indemnification
Client shall indemnify, defend, and hold harmless Advisor and its owner, affiliates, and representatives from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Client's acquisitions, operations, decisions, offers, transactions, financing, or breach of this Agreement, or any third-party claim relating to a transaction Client pursued or closed.
12. Independent Contractor; No Partnership
Advisor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, fiduciary, or brokerage relationship between the Parties. Neither Party may bind the other. Advisor may advise and work with other clients, including on similar Opportunities and in the same markets.
13. Term and Termination
This Agreement begins on the Effective Date and continues through the Engagement Period unless terminated earlier by either Party on written notice. Termination does not relieve Client of any obligation that has accrued, including the Engagement Fee and any Success Fee, and does not shorten the Fee Tail Period or the non-circumvention obligation. Sections concerning fees, non-circumvention, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination.
14. Dispute Resolution; Governing Law
This Agreement is governed by the laws of the State of Arizona, without regard to conflicts-of-law principles. The Parties shall first attempt in good faith to resolve any dispute through mediation. Any dispute not resolved by mediation shall be finally resolved by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, seated in Arizona. The prevailing Party is entitled to recover its reasonable attorneys' fees and costs. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
15. Electronic Signature and Records Consent
Client consents to transact electronically and agrees that typing its name and clicking to accept constitutes Client's electronic signature, legally equivalent to a handwritten signature under the U.S. E-SIGN Act and applicable state law. Client agrees that Advisor may retain this Agreement, the signature, and associated metadata (including the date, time, and IP address) as a business record, and that a stored or printed copy is admissible as an original.
16. Miscellaneous
This Agreement, together with the tier description at the point of sale, is the entire agreement between the Parties regarding its subject matter and supersedes prior discussions. It may be amended only in a writing agreed by both Parties, except that Advisor's published program logistics may change. If any provision is held unenforceable, the remainder stays in effect and the unenforceable provision is modified to the minimum extent necessary to make it enforceable. Advisor may assign this Agreement to a successor or affiliate; Client may not assign without Advisor's written consent. No waiver is effective unless in writing. Notices may be given by email to the addresses associated with the Parties.
17. Independent Counsel
Client acknowledges that this Agreement has significant legal and financial consequences, that Client has had the opportunity to consult its own independent legal and tax counsel before signing, and that Client enters into this Agreement voluntarily and with full understanding of its terms.