Buyer Beware: The Hidden Dangers in Dynasty Business Advisors' NDA

If you are considering purchasing a business through Dynasty Business Advisors in North Carolina (or any state since they are a franchise), you need to understand exactly what you are agreeing to when you sign their Confidentiality/Disclosure/Registration Agreement. This document goes far beyond protecting confidential information. It creates extensive financial liabilities, grants the broker extraordinary powers over your business relationships, and includes provisions that could haunt you for years after you walk away from a potential deal.

I have worked with a group of brokers here in the Charlotte, NC area over the last few years. They recently changed their brokerage from Transworld to Dynasty Business Advisors and with that change, and their refusal to address the updated NDA, we will have to advise all of our clients against reviewing any potential business listings from Dynasty Business Advisors. This article breaks down the specific dangers lurking in the NDA and explains why you should think twice before signing it without substantial modifications.

A copy of the NDA for reference:

Dynasty Business Advisors NDA.pdf

Download PDF • 275KB

Clause 1: The Attorney-in-Fact Lien Provision (Paragraph 7) - Signing Away Your Property Rights

The most alarming provision in Dynasty's NDA appears in paragraph 7. Buried in the middle of a dense paragraph about procuring cause, you will find language stating that you "hereby appoint Broker its attorney-in-fact to execute all documents necessary to perfect such lien" on business assets you may acquire.

Read that again. By signing this NDA, you are giving the broker the legal authority to act on your behalf to place a lien on assets you do not even own yet.

What Is an Attorney-in-Fact?

An attorney-in-fact is someone legally authorized to act on your behalf with binding effect. This authority carries significant weight. When you grant someone power of attorney, they can execute legal documents in your name, make decisions that affect your property rights, and take actions that bind you legally. Courts recognize attorneys-in-fact as fiduciaries who must act in the principal's best interest, but that duty runs to the person who granted the authority, not to someone who obtained it through a pre-printed form buried in an NDA.

The problem here is that Dynasty Business Advisors is not acting in your best interest when placing a lien on your assets. They are acting in their own interest to secure payment of a commission you may not even owe. This creates a fundamental conflict that should immediately raise concerns about the appropriateness of this provision.

The North Carolina Commercial Real Estate Lien Act Framework

North Carolina law does allow commercial real estate brokers to place liens on commercial property under specific circumstances outlined in N.C. Gen. Stat. 44A-24.3. However, that statute requires a written agreement for broker services with the owner of the property and applies specifically to commercial real estate that is the subject of the broker services agreement. The lien must be filed before the conveyance or transfer of the property, with specific notice requirements and timeframes.

Dynasty's NDA attempts to bypass these statutory requirements by having you pre-authorize them to place liens without following the normal legal process. Instead of the broker having to file a notice of lien with the clerk of superior court as required by statute, they claim the authority to perfect liens directly through the power of attorney you granted in the NDA.

Enforceability Questions

This provision raises serious enforceability questions. Courts scrutinize powers of attorney carefully and limit them to the scope explicitly granted. An attorney-in-fact cannot act beyond the authority specifically granted in the document, and they cannot use that authority for purposes that harm the principal. When you sign an NDA to evaluate whether to purchase a business, are you really intending to grant the broker authority to place liens on your future assets? Almost certainly not. You are signing to receive confidential information, not to grant broad property rights to the broker.

Moreover, the provision states that the NDA itself serves as your consent to the lien placement "as required by North Carolina state law." But North Carolina law does not require property owners to consent to broker liens in NDAs. The Commercial Real Estate Broker Lien Act has its own requirements and procedures. Dynasty appears to be attempting to create a shortcut around those statutory protections.

Your Protection If You Have Already Signed

If you have already signed this agreement, document your position that you did not intend to grant power of attorney to place liens on your assets and that you signed the NDA solely to receive confidential information to evaluate a potential purchase. If Dynasty later attempts to use this provision, you would have strong arguments that the power of attorney exceeds reasonable scope, was obtained under circumstances suggesting you did not understand what you were granting, and violates public policy by circumventing statutory lien procedures.

Clause 2: The Two-Year Commission Trap (Paragraph 2) - Paying Broker Fees You Never Agreed To

Paragraph 2 of Dynasty's NDA creates an extraordinarily broad definition of when you owe the broker a commission. The agreement states you will be "obligated to pay Broker its full commission" if you engage in any of the following activities during a two-year period from the date you sign the NDA:

• You buy, lease, receive in trade, or otherwise obtain any part of the business

• You enter into a contract for sale

• You fail or refuse to complete a sale after entering into an agreement

• You do "any act equivalent of a purchase"

• You have "an employment, independent contractor or consulting relationship directly or indirectly" with the seller

The Problem with Sweeping Commission Language

These provisions transform a simple confidentiality agreement into a binding commission agreement covering an enormous range of activities, many of which have nothing to do with actually purchasing the business.

Why the Two-Year Timeframe Is Problematic

The two-year timeframe is particularly problematic. You sign this NDA when you first express interest in seeing information about a business. You may review that information and decide within days or weeks that the business is not right for you. But the commission obligations continue for two full years.

Consider realistic scenarios where this creates unfair liability. You review a restaurant opportunity through Dynasty in January 2025 and decide it does not fit your criteria. You move on to evaluate other businesses. In June 2026, eighteen months later, you happen to meet the former business owner at an industry conference. You strike up a conversation about industry trends. Under Dynasty's NDA, you have just violated the agreement by having contact with the seller without broker authorization, and Dynasty could claim you owe them a full commission.

Or suppose you evaluate a business, decide not to purchase it, and the seller later reaches out to you directly because they are having difficulty finding a buyer. You negotiate a purchase at a significantly lower price than originally listed. Dynasty claims you owe them a commission on the full amount under the procuring cause doctrine.

Understanding the Procuring Cause Doctrine

The procuring cause doctrine is a legal principle stating that a broker earns a commission when they bring the buyer and seller together and a sale results from continuous negotiations that the broker initiated or maintained. Courts have recognized this doctrine for over a century as a way to protect brokers from sellers who try to avoid paying commissions by completing transactions after listing agreements expire.

However, the doctrine has important limitations. The broker must be more than a remote or indirect cause of the sale. The broker must initiate negotiations and remain involved, or at minimum create an "amicable atmosphere" that leads to the transaction. If negotiations are abandoned and later resumed without broker involvement, or if an independent intervening cause leads to the sale, the procuring cause doctrine does not apply.

Dynasty's Attempted Override of Legal Protections

Dynasty's NDA attempts to override these limitations by having you contractually agree that the broker is the procuring cause regardless of the actual facts. Paragraph 7 states that you "hereby recognize Broker as the procuring cause" and agree not to deal with the seller for two years without broker consent. This language tries to make procuring cause a contractual presumption rather than a factual determination.

North Carolina courts have not definitively ruled on whether such provisions are enforceable, but general contract principles suggest problems. A broker cannot use a contract to claim they earned a commission when they objectively did not perform the services required under procuring cause doctrine. If you viewed some basic information, decided the business was not suitable, and had no further contact with Dynasty for eighteen months before independently negotiating a purchase, Dynasty did not bring the parties together in any meaningful sense. They provided access to preliminary information and then disappeared from the transaction.

The Employment and Consulting Trap

The provision stating that you owe a commission if you have an employment, independent contractor, or consulting relationship with the seller is particularly overreaching. Suppose you evaluate a business, decide not to buy it, but later accept a consulting contract to help the seller with a specific project. That has nothing to do with a business sale, yet Dynasty claims you owe them a full commission.

The Real Purpose Revealed

These provisions reveal the NDA's true purpose. It is not primarily about protecting confidential information. It is about locking you into a long-term commission relationship that extends far beyond any services the broker actually provides.

Clause 3: The Procuring Cause Presumption and Contact Restrictions (Paragraph 7) - Two Years of Broker Control

Paragraph 7 extends the commission obligations by prohibiting you from dealing "directly or indirectly" with the seller, its agents, representatives, or assigns for two years without prior written consent from the broker. This provision goes beyond commission protection and becomes a restraint on your business relationships.

The Scope of the Restriction

The language is remarkably broad. You cannot deal with the seller "directly or indirectly" for "any reason whatsoever." This means you cannot have any business relationship, transaction, or even casual contact with anyone associated with the seller without Dynasty's written permission.

What North Carolina Law Says About Business Restrictions

North Carolina law treats restrictions on business relationships as restrictive covenants subject to careful scrutiny. To be enforceable, a restrictive covenant must be in writing, supported by consideration, reasonably limited in time and territory, designed to protect a legitimate business interest, and not against public policy.

Enforceability Concerns

Dynasty's two-year contact restriction raises enforceability concerns under these standards. First, what consideration are you receiving for agreeing to this restriction? You receive access to confidential information to evaluate a potential purchase. But that consideration relates to the evaluation period, not to a two-year prohibition on future business relationships. Once you decide not to purchase the business, what ongoing benefit justifies restricting your freedom to engage in business for two more years?

Second, the time period is lengthy for an NDA-related restriction. North Carolina courts have held that five years is the outer boundary for restrictive covenants, and even that duration is permitted only in extreme circumstances. A two-year restriction in an NDA evaluating a single business opportunity appears excessive when the broker's legitimate interest is in preventing direct circumvention during active negotiations, not controlling your business relationships years after you have moved on.

Third, the restriction extends far beyond what is necessary to protect the broker's commission interests. A broker's legitimate concern is that you will contact the seller directly to complete a transaction without paying commission. That interest could be protected by a narrowly tailored provision prohibiting you from purchasing the business without broker involvement during the negotiation period.

How the Restriction Interferes with Legitimate Business Activities

But Dynasty's provision prohibits all contact and all business relationships with the seller, the seller's agents, employees, officials, customers, suppliers, and/or competitors. If you later decide to pursue a business in the same industry, the seller's suppliers and customers are part of the industry ecosystem. A blanket restriction on contacting anyone connected to that business could effectively prevent you from engaging in legitimate business activities that have nothing to do with the transaction you evaluated.

Consider a concrete example. You sign Dynasty's NDA to evaluate a landscaping business in Charlotte. You decide not to purchase it. Six months later, you start your own landscaping business in the same area. You naturally encounter the same suppliers, customers, and even former employees of the business you evaluated. Under Dynasty's NDA, any of these contacts could be characterized as dealing "indirectly" with the seller's business relationships, potentially triggering commission liability.

The Perpetual Leverage Problem

The provision also requires the broker's written consent for any contact, giving Dynasty perpetual leverage over your business decisions. Even if you have a legitimate reason to contact the seller or someone associated with the business, you must ask Dynasty's permission. If Dynasty refuses or simply does not respond, you cannot proceed without risking a breach of contract claim.

This transforms the NDA from a confidentiality protection into a control mechanism that restricts your economic freedom long after the original business evaluation has ended. Courts scrutinize such provisions as unreasonable restraints on trade, particularly when they extend beyond the period necessary to protect legitimate business interests.

Clause 4: The Indemnification Trap (Paragraph 3) - You Guarantee Broker Payment to Everyone

Paragraph 3 contains an indemnification provision that shifts enormous risk onto you as the prospective buyer. The provision states that you "agree to indemnify and hold Broker harmless from any claims or damages from its use and/or reliance" on information received about the business.

What Indemnification Means

Indemnification clauses require one party to compensate another for losses, damages, or liabilities arising from specified circumstances. They are common in commercial contracts, but the terms matter enormously. Indemnification can be mutual, where both parties protect each other, or one-sided, where only one party provides protection.

Dynasty's Aggressively One-Sided Approach

Dynasty's indemnification clause is aggressively one-sided. You indemnify the broker, but the broker provides no reciprocal protection to you. This allocation is particularly unfair because the broker is the party providing the information to you, yet you must hold them harmless from your use of that information.

The Troubling Scope

The scope is also troubling. You must indemnify the broker from "any claims or damages" related to your use or reliance on the information. This language is extremely broad. It covers not just third-party claims, but potentially any damages the broker suffers, regardless of who caused them or why.

Real-World Scenarios of Unfair Liability

Suppose you receive financial information about a business from Dynasty, rely on that information to make a purchase decision, and later discover the information was materially inaccurate. The seller misrepresented revenues, and you suffer significant losses. Under typical legal principles, you might have claims against both the seller for misrepresentation and potentially the broker if they knew or should have known about the inaccuracies. But Dynasty's indemnification provision attempts to shift liability back to you. If the seller sues Dynasty claiming that Dynasty shared confidential information improperly, you must defend Dynasty and pay any resulting damages, even though Dynasty was the one who disclosed the information.

Or suppose Dynasty faces a regulatory investigation about their business practices, and your transaction becomes part of that investigation. The indemnification language is broad enough that Dynasty could argue you must indemnify them for legal fees and damages related to claims arising from the transaction, even if you did nothing wrong.

Expanded Liability Through Third Parties

The provision also "inures to the benefit of Broker's agents," meaning Dynasty's employees and affiliated brokers can all claim indemnification from you personally. This multiplies your exposure significantly.

The Bargaining Power Problem

One-sided indemnification provisions like this are particularly problematic when there is unequal bargaining power. When you are a prospective buyer who wants to see information about a business, you have little leverage to negotiate better terms. Dynasty presents this as a standard form, and most buyers sign without fully understanding the liability they are accepting.

In commercial transactions between sophisticated parties with relatively equal bargaining power, one-sided indemnification might be justified when one party has greater knowledge or control over the risks. But in this NDA, you as the buyer have less knowledge and less control than the broker. You are receiving information from the broker. You are not creating the information or vouching for its accuracy. Yet you are the one providing indemnification.

What Fair Indemnification Should Look Like

Fair indemnification provisions in NDAs typically make indemnification mutual and limited to breaches of the agreement itself. Both parties indemnify each other for breaches of their confidentiality obligations. That allocation makes sense because each party controls whether they breach. But Dynasty's provision goes far beyond breach of confidentiality and extends to any claims related to use or reliance on information, which is not something you can reasonably control or predict.

Clause 5: The Disclaimer of Broker Liability (Paragraphs 3 and 6) - No Verification, No Responsibility, No Recourse

Paragraphs 3 and 6 work together to eliminate virtually all broker responsibility for the accuracy of information they provide. Paragraph 3 states that the broker "makes no representations or warranties whatsoever, expressed or implied" about the business or confidential information. Paragraph 6 reinforces that the broker is "merely acting as a conduit of information and has not made any independent investigation" and "has not made nor will it make any verification or warranty regarding any information provided."

The Contradiction: Commission Without Accountability

These disclaimers attempt to position the broker as a passive conduit with no responsibility for what they tell you, even while they claim substantial commissions for their services.

The disclaimers raise immediate questions about what service the broker is actually providing. Brokers claim to earn commissions by bringing qualified buyers together with suitable businesses and facilitating transactions. If the broker does no verification, makes no investigation, and provides no warranty about the information they give you, what exactly are they doing beyond handing you papers the seller gave them?

Attempting to Eliminate Fraud Protection

More concerning, these disclaimers attempt to eliminate broker liability even for information the broker knows or should know is false or misleading. Suppose Dynasty provides you with a confidential information memorandum stating that the business generates specific revenues, and Dynasty knows from prior conversations with the seller that these figures are inflated. Under general legal principles, a broker who knowingly provides false information could face liability for fraud or negligent misrepresentation. But Dynasty's disclaimer attempts to eliminate that liability by stating they make "no representations" and you cannot rely on anything they say.

What North Carolina Law Actually Protects

North Carolina law recognizes that disclaimers cannot eliminate liability for fraud or intentional misrepresentation. You cannot disclaim responsibility for your own intentional wrongdoing. But Dynasty's disclaimer might make it harder for you to prove reliance, which is an element of fraud claims. If the NDA says you cannot rely on anything the broker tells you and you must independently verify everything, Dynasty will argue you cannot claim you relied on their statements, even if they deliberately misled you.

The Transaction Broker Conflict

The disclaimers also conflict with Dynasty's characterization of itself as a "transaction broker" under North Carolina law in paragraph 5. Transaction brokers in some states are characterized as neutral facilitators with reduced fiduciary duties. However, North Carolina follows a fiduciary model for real estate agents, requiring agents to act in the best interest of their clients. Even transaction brokers must follow professional and ethical standards and cannot simply act as passive conduits while collecting substantial commissions.

The Risk Allocation Problem

The disclaimers combined with the indemnification provision create a remarkable arrangement. Dynasty provides you information without verifying it, disclaims all responsibility for its accuracy, yet you must indemnify them if anything goes wrong with your use of that unverified information. This allocation places all risk on you while Dynasty collects commissions risk-free.

Compare this to how brokers in other contexts handle information. Real estate brokers listing residential property in North Carolina owe fiduciary duties including disclosure of material information and reasonable care and skill. Business brokers facilitating sales of much more complex businesses should arguably have higher standards, not lower ones. Yet Dynasty's NDA attempts to eliminate even basic responsibility for the accuracy of information they provide.

Clause 6: The Seller as Third-Party Beneficiary (Paragraph 4) - Two Parties Can Sue You for One Breach

Paragraph 4 adds another layer of liability by making the seller an intended third-party beneficiary of the NDA. This provision states that the seller "has the right to protect the Confidential Information and to obtain the benefits hereunder" and can enforce the NDA's terms even though the seller did not sign it.

What Third-Party Beneficiary Status Means

Third-party beneficiary status allows someone who is not a party to a contract to enforce it if the contracting parties intended to benefit that person. In this case, Dynasty and you are the contracting parties, but the seller can sue you for breaching the NDA.

Multiplied Liability Exposure

This provision multiplies your liability exposure. If you allegedly breach the NDA by disclosing confidential information or contacting the seller without authorization, both Dynasty and the seller can sue you. You face potential damages to Dynasty for breaching the contract, potential damages to the seller for improper disclosure, potential commission obligations to Dynasty, and potential claims by the seller for interference with Dynasty's commission rights.

Loss of Important Practical Limitations

The provision also eliminates an important practical limitation on NDA enforcement. Typically, only the party to a contract can sue for its breach. If Dynasty wants to enforce the NDA, they must decide whether pursuing a claim is worth their time and expense. But by making the seller a third-party beneficiary, Dynasty gives the seller independent enforcement rights. The seller might pursue claims even if Dynasty would not, or the seller and Dynasty might coordinate to put maximum pressure on you.

Overreach Beyond Reasonable Scope

Third-party beneficiary provisions in NDAs are not inherently improper. If the NDA is primarily designed to protect the seller's confidential information, it makes sense that the seller should be able to enforce confidentiality obligations. But Dynasty's NDA extends far beyond confidentiality. It includes commission obligations, procuring cause provisions, contact restrictions, and indemnification. By making the seller a third-party beneficiary to all provisions, not just confidentiality, Dynasty potentially gives the seller claims related to commissions and business relationships that have nothing to do with protecting the seller's information.

Clause 7: The Venue and Attorney Fee Provisions (Paragraphs 10 and 11) - Forcing Expensive Litigation Far From Home

Paragraphs 10 and 11 contain procedural provisions that significantly increase your litigation risk if any dispute arises. Paragraph 10 requires that all proceedings related to the agreement must occur in Pitt County, North Carolina, and you waive all objections to that venue. Paragraph 11 requires you to pay Dynasty's attorney fees if they prevail in any dispute.

The Unfair Venue Requirement

Venue provisions determine where lawsuits can be filed. Dynasty's provision requires all proceedings to occur in Pitt County, North Carolina, regardless of where you live, where the business is located, or where the alleged breach occurred. Pitt County is in eastern North Carolina, home to Greenville. If you live in Charlotte, Asheville, or anywhere outside North Carolina, you must travel to Pitt County to defend any claim Dynasty brings.

Creating Leverage Through Inconvenience

This creates significant practical leverage for Dynasty. If Dynasty claims you owe them a commission or breached the NDA, they can file suit in Pitt County knowing that defending the case will require you to hire a North Carolina attorney, travel to North Carolina for depositions and hearings, and incur substantial expenses even if you ultimately win. Many buyers facing these costs will settle even dubious claims rather than spend tens of thousands of dollars litigating far from home.

The One-Sided Attorney Fee Provision

The attorney fee provision in paragraph 11 compounds this problem. North Carolina generally follows the "American Rule" that each party pays their own attorney fees unless a contract or statute provides otherwise. Dynasty's NDA shifts that rule by requiring the losing party to pay the winner's attorney fees.

How Attorney Fee Provisions Create Unfair Advantages

Attorney fee provisions can be mutual, where either party can recover fees if they prevail, or one-sided, where only one party can recover. Dynasty's provision appears to be mutual on its face, stating "the prevailing party" shall recover fees. However, the practical effect is one-sided because Dynasty is far more likely to sue you than you are to sue Dynasty.

Unlimited Scope Creates Further Problems

The provision covers "any dispute or litigation arising out of or relating to this Agreement." Combined with the broad scope of the agreement covering commissions, confidentiality, contact restrictions, and indemnification, virtually any interaction with the seller or dispute about the business could potentially be characterized as relating to the NDA.

The "Chilling Effect" on Legitimate Conduct

This creates what lawyers call a "chilling effect" on legitimate conduct. If you are unsure whether you can contact the seller about a different business matter, or whether helping a friend evaluate a similar business might be construed as an indirect violation, you will likely avoid the conduct rather than risk a lawsuit where you must pay Dynasty's attorney fees if you lose.

Clause 8: The Unreasonable Financial Disclosure Requirements - Exposing Your Personal Finances

The "Buyer Profile" section attached to Dynasty's NDA requires you to disclose extensive personal financial information before you can view information about any business. You must provide your total cash, investments, retirement funds, home equity, other assets, other liabilities, net worth, current annual income, and credit score.

Privacy and Practical Concerns

These financial disclosures raise significant privacy and practical concerns. You are being asked to provide intimate details about your financial situation to a broker you just met, before you know anything about whether the business opportunity is legitimate or suitable for you.

The Timing Problem

Brokers often justify these requirements by claiming they need to verify that prospective buyers are financially qualified. But the timing and scope here are excessive. Before you have seen any information about the business, its asking price, or its financial performance, you are exposing your complete financial profile.

How This Information Disadvantages You

This information can be used against you in negotiations. If Dynasty knows your exact net worth and cash position, they have significant leverage in structuring a deal. They know your limits and can pressure you accordingly. They can also share this information with the seller, further eroding your negotiating position.

Invasive Questions Beyond Necessity

The Buyer Profile also asks about your previous business ownership, occupation, motivation for buying, and even whether you are purchasing for visa purposes. These questions go far beyond what is necessary to evaluate whether you are a serious buyer. They appear designed to gather information that Dynasty can use for their own purposes, including potentially steering you toward businesses that maximize their commissions rather than fit your needs.

Clause 9: The Driver's License or EIN Number Requirement - Identity Theft Risk

The NDA requires you to provide your driver's license number or EIN number on the first page. This requirement should immediately raise red flags.

Why This Information Is Dangerous

Your driver's license number is a key piece of identifying information that can be used for identity theft. Combined with your name, address, email, and phone number (all of which are also required on the NDA), someone with your driver's license number has most of what they need to open accounts, apply for credit, or engage in other fraudulent activities in your name.

Lack of Legitimate Business Purpose

Brokers have no legitimate need for your driver's license number to provide you with confidential information about a business. They need to know who you are and have your contact information, but a driver's license number serves no purpose at this stage of the relationship.

When EIN Information Might Be Necessary

If you are evaluating a business through an entity, providing an EIN might be appropriate. But requiring this information before you have seen anything about the business opportunity is premature and creates unnecessary risk.

Clause 10: The Transaction Broker Representation (Paragraph 5) - The Empty Neutrality Claim

Paragraph 5 states that "Broker is a transaction broker as defined in North Carolina state law. As such, Broker is not a single agent or representative of Seller or Prospect."

What Transaction Broker Status Actually Means

This provision attempts to use transaction broker status to justify Dynasty's minimal responsibilities under the agreement. However, transaction broker status under North Carolina law does not mean the broker has no obligations. It means the broker owes limited fiduciary duties to both parties, but still must follow professional standards and cannot act against the interests of either party.

The Contradiction with Other Provisions

The transaction broker claim contradicts other provisions in the NDA. If Dynasty is truly a neutral transaction broker, they should not be able to place liens on your assets, demand two-year commission exclusivity, or claim broad procuring cause rights. These provisions align Dynasty's interests with the seller, making Dynasty something other than a neutral broker.

Why This Matters

Dynasty's claim of neutrality is used to justify disclaiming responsibility for information accuracy and shifting all risk to you. But a neutral transaction broker should still provide accurate information and should not use their position as information gatekeeper to place buyers at disadvantage.

What You Should Do If Presented With This NDA

If Dynasty Business Advisors or any broker presents you with an NDA containing these provisions, you should take the following steps to protect yourself.

Request Substantial Modifications

Do not sign this agreement as written. Request that Dynasty remove or significantly modify the most problematic provisions. Specifically:

1) Remove the attorney-in-fact provision entirely. You should never grant a broker power of attorney to place liens on your assets through an NDA. If Dynasty wants lien rights, they must follow the proper statutory procedures under North Carolina law.

2) Reduce the commission obligation period from two years to the active negotiation period. Once you notify Dynasty in writing that you are no longer interested in the business, or once 90 days pass without any active negotiations, the commission obligations should terminate. Two years is unreasonably long for an NDA evaluation.

3) Eliminate the employment and consulting relationship provisions. You should not owe Dynasty a commission for accepting an employment or consulting arrangement with the seller. Those relationships have nothing to do with purchasing the business.

4) Narrow the contact restrictions to the seller and only during active negotiations. You should not be prohibited from contacting the seller's employees, customers, vendors, or suppliers. You should not be restricted after you have decided not to purchase the business or after negotiations have ended.

5) Make the indemnification provision mutual. If Dynasty wants you to indemnify them for claims related to your breach of confidentiality, they should reciprocally indemnify you for their breaches and for providing inaccurate information.

6) Remove the disclaimer language suggesting Dynasty has no responsibility for the information they provide. Brokers facilitating business sales should verify basic information and should be responsible if they knowingly provide false or misleading information.

7) Limit the third-party beneficiary provision to confidentiality obligations only. The seller should be able to enforce the confidentiality provisions to protect their information, but should not have rights to enforce commission obligations or other provisions that benefit Dynasty.

8) Modify the venue provision to allow proceedings in the county where you reside or where the business is located. At minimum, add language allowing you to challenge venue if Pitt County would be unreasonably inconvenient given the circumstances.

9) Limit the attorney fee provision to breaches of confidentiality obligations. You should not face attorney fee liability for disputes about commissions, which often involve complex factual questions about procuring cause.

10) Remove the driver's license number requirement. Provide only the information necessary for Dynasty to contact you and verify your identity through other means.

11) Reduce financial disclosure requirements to baseline qualification information. You should provide enough information to demonstrate you have capacity to purchase, but not your complete financial picture until later stages of a transaction.

Evaluate the Broker's Response to Your Concerns

How Dynasty responds to your requested modifications will tell you a great deal about whether you want to work with them. A professional broker who is primarily interested in facilitating legitimate business transactions should be willing to discuss reasonable modifications that protect both parties' interests.

If Dynasty refuses to modify any provisions and insists you must sign the form agreement as written, that is a significant red flag. It suggests Dynasty views the NDA primarily as a tool to maximize their leverage over buyers rather than as a fair framework for evaluating business opportunities.

A broker who is confident in the value they provide should not need two-year commission obligations, attorney-in-fact lien provisions, and broad indemnification clauses to protect their interests. These provisions suggest Dynasty expects disputes and is positioning themselves to win those disputes through procedural advantages rather than on the merits.

Consult an Attorney Before Signing

Paragraph 6 of the NDA ironically advises you to consult an attorney before proceeding. Take that advice seriously. Have a North Carolina attorney experienced in business transactions review this NDA before you sign it.

An attorney can identify additional concerns specific to your situation, negotiate modifications on your behalf, and help you understand the full scope of what you are agreeing to. The cost of an hour or two of attorney time to review an NDA is minimal compared to the potential liability you could face under these provisions.

Your attorney can also help you understand whether the provisions are likely to be enforceable under North Carolina law. As discussed throughout this article, many of these provisions raise serious enforceability questions. But challenging unenforceable provisions after the fact requires expensive litigation. It is far better to address problems before signing.

Consider Walking Away

If Dynasty refuses to modify the most egregious provisions and insists on the attorney-in-fact clause, two-year commission obligations, and one-sided indemnification, you should seriously consider walking away.

There are business brokers in North Carolina who use reasonable, balanced NDAs that protect confidential information without creating unfair long-term liabilities for buyers. Dynasty's aggressive provisions suggest a broker who views buyers as sources of liability and commission revenue to be maximally extracted rather than as clients to be served professionally.

The businesses listed with Dynasty may also be listed with other brokers or could be approached directly if you can identify the seller through other means. Signing an unfair NDA with Dynasty could prevent you from pursuing those alternatives due to the two-year restrictions.

Document Everything

If you do sign this NDA, document every interaction with Dynasty and the seller. Keep copies of all information you receive, all communications, and all advice or representations Dynasty makes. If a dispute later arises about commissions or alleged breaches, this documentation will be essential to defending yourself.

Also document your reasons for signing. If you later need to argue that certain provisions are unenforceable, evidence that you signed under time pressure, that Dynasty represented the form as non-negotiable, or that you did not understand certain provisions could support claims of unconscionability or lack of mutual assent.

The Broader Problem: Broker Overreach in Business Sales

Dynasty's NDA reflects a broader problem in the business brokerage industry where brokers use one-sided agreements to shift risk onto buyers and create long-term commission obligations that extend far beyond the services actually provided.

Unlike residential real estate, where license law, standard forms, and industry practices create substantial protections for buyers and sellers, business brokerage in many states operates with minimal regulation and oversight. Brokers can draft their own forms, set their own terms, and use their leverage as gatekeepers to information to force buyers to accept unfair provisions.

Many buyers sign these agreements without fully reading or understanding them because they want access to business listings and do not realize they are agreeing to years of potential liability. Brokers present these forms as standard and necessary, discouraging negotiation.

The result is an imbalance where brokers collect substantial commissions while assuming minimal risk or responsibility for the accuracy of information they provide, the suitability of businesses they recommend, or the fairness of transactions they facilitate.

Buyers need to push back against these practices by refusing to sign unreasonable NDAs, demanding modifications that create balanced rights and obligations, and walking away from brokers who insist on one-sided terms. As more buyers insist on fair agreements, brokers will be forced to adopt more balanced practices.

Understanding Your Rights and Protections

Even if you have already signed Dynasty's NDA, you are not without recourse if disputes arise. North Carolina contract law provides several protections against unconscionable or unreasonable contract terms.

Courts will not enforce contract provisions that are contrary to public policy, unconscionable, or obtained through fraud or unequal bargaining power. Restrictive covenants that exceed what is necessary to protect legitimate business interests can be found unenforceable. Indemnification provisions that are grossly one-sided may be limited or rejected.

Attorney-in-fact provisions that exceed the scope reasonably contemplated or that are used to circumvent statutory protections may be challenged. Powers of attorney can be revoked or limited when they are being abused or used for purposes beyond what the principal intended.

If Dynasty claims you owe commissions under circumstances where they clearly were not the procuring cause of any transaction, you can defend on grounds that they did not perform the services required to earn a commission. The fact that you contractually agreed to recognize them as procuring cause does not automatically mean they earned a commission if the objective facts show they provided no meaningful services.

However, asserting these defenses requires litigation, which is expensive and time-consuming. It is far better to negotiate fair terms upfront than to rely on challenging unfair terms later.

Protect Yourself Before You Sign

Dynasty Business Advisors' Confidentiality/Disclosure/Registration Agreement is not a standard NDA designed primarily to protect confidential business information. It is a comprehensive contract that creates extensive financial obligations, grants the broker extraordinary powers over your assets and business relationships, and shifts virtually all risk onto you while insulating the broker from responsibility.

The attorney-in-fact lien provision, two-year commission obligations, broad contact restrictions, one-sided indemnification, and disclaimer of broker responsibility combine to create an agreement that heavily favors the broker at your expense.

Before signing this or any similar broker NDA, read it carefully, understand what you are agreeing to, request substantial modifications to the most problematic provisions, and consult with an attorney experienced in North Carolina business transactions. If the broker refuses to negotiate reasonable terms, consider that a warning sign about how they will treat you throughout the transaction process.

Buying a business is one of the most significant financial decisions you will make. Do not let eagerness to see business listings pressure you into signing an agreement that could haunt you for years. Protect yourself by insisting on fair terms before you sign anything.

Important Legal Disclaimer: This article is for general educational purposes only and is not legal advice. It reflects perspectives from experienced North Carolina business attorneys and M&A advisors at Howard Law regarding documented cases of business broker misconduct and regulatory failures. This is not legal advice for any specific jurisdiction. Reading or relying on this article does not create an attorney-client relationship with Howard Law. Case information is based on publicly available court records and regulatory filings.

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Howard law is a legal and M&A advisory firm providing experienced representation for buyers and sellers navigating business transactions nationwide. We specialize in protecting client interests from unqualified or unethical intermediaries while ensuring successful deal completion with appropriate professional standards. Contact us at www.ehowardlaw.com for consultation on your business acquisition needs.