Home Contract Samples B Business Opportunity Agreement

Business Opportunity Agreement: Definition, Terms, Example

Jump to Section

What is a Business Opportunity Agreement?

A business opportunity agreement is a contract that transfers ownership of a business, which is packaged and ready for the buyer to enter the market. This agreement is entered into by the buyer and the seller and once the agreement is signed, the relationship between the two parties is terminated. In some cases, a business opportunity agreement can be drawn up for the purchase of services or equipment that will allow the purchaser to start a new business.

The importance of business opportunity agreement documents lies in protecting both parties by ensuring they understand their roles before completing the agreement.

Common Sections in Business Opportunity Agreements

Below is a list of common sections included in Business Opportunity Agreements. These sections are linked to the below sample agreement for you to explore.

Business Opportunity Agreement Sample

EXHIBIT 10.13
BUSINESS OPPORTUNITY AGREEMENT
     THIS BUSINESS OPPORTUNITY AGREEMENT (this “Agreement”), dated as of June 26, 2008 is entered into by and among CRUSADER ENERGY GROUP INC., a Nevada Corporation (the “Company”), and the parties to this Agreement listed on Exhibit A hereto (each a “Designated Party” and collectively the “Designated Parties").
RECITALS
     A. Each of the Designated Parties engages, directly or indirectly, in the E&P Business.
     B. In recognition that certain Designated Parties and their respective Affiliates (other than the Company and its Subsidiaries) may engage, directly or indirectly, in the same or similar activities or lines of business and have an interest in the same or similar areas of business as the Company and its Subsidiaries, and in recognition of the benefits to be derived by the Company and its Subsidiaries through their continued contractual, corporate and business relations with each Designated Party (including services of employees, officers and directors of each Designated Party as directors and officers of the Company), this Agreement is set forth to regulate and define the conduct of certain affairs of the Company and its Subsidiaries as they may involve each Designated Party, and, as applicable, its employees, officers and directors, and the powers, rights, duties, liabilities and expectations of the Company and its Subsidiaries in connection therewith.
     C. The law relating to fiduciary and other duties that certain Designated Parties may owe to the Company is not clear. The application of such law to particular circumstances is often difficult to predict, and, if a court were to hold that any Designated Party breached any such duty, such Designated Party could be subject to claims for damages or other remedies in a legal action brought by or on behalf of the Company.
     D. In order to induce the Designated Parties to serve as directors of the Company, the Company is willing to enter into this Agreement, consistent with Section 78.070 of the Nevada Revised Statutes and other applicable provisions of law of the State of Nevada, in order to renounce, effective upon the date hereof, any interest or expectancy it may have in the classes or categories of business opportunities specified herein that are presented to or identified by any Designated Party, as more fully described herein. As a result of this Agreement, each Designated Party, as applicable, may continue to conduct her, his or its business and to pursue certain business opportunities as described herein without an obligation to offer such opportunities to the Company or any of its Subsidiaries, and any Designated Party, as applicable, may continue to discharge his, her or its responsibilities as a director or employee of such Designated Party or any company in which such Designated Party has an interest.
     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants, rights and obligations set forth in this Agreement and the benefits to be derived herefrom and other good

1


 

and valuable consideration, the receipt and sufficiency of which each of the undersigned acknowledges and confesses, the undersigned agree as follows:
     1. Renouncement of Business Opportunities. The Company, for itself and each Subsidiary of the Company, hereby renounces any interest or expectancy in any Renounced Business Opportunity and waives any claim that such potential Renounced Business Opportunity should have been presented to the Company or any Subsidiary of the Company. No Designated Party shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any Subsidiary of the Company, and any Designated Party may develop, pursue, conduct or consummate a Renounced Business Opportunity for the benefit of such Designated Party or any Third Person, provided that such Renounced Business Opportunity is developed, pursued, conducted and/or consummated, as applicable, by such Designated Party in accordance with the standard set forth in Section 2. Neither the Company nor any Subsidiary of the Company shall be prohibited from pursuing any Business Opportunity with respect to which it has renounced any interest or expectancy as a result of this Section 1.
     2. Standards for Separate Conduct of Renounced Business Opportunities. A Designated Party may pursue a Renounced Business Opportunity for the benefit of such Designated Party or any Third Person if such Renounced Business Opportunity is developed, pursued, conducted and/or consummated, as applicable, solely through the use of personnel and assets of the Designated Party (including, as applicable, such Designated Party in his capacity as a director, officer, employee or agent of the Designated Party) or any other Third Person.
     3. Liability. Provided a Renounced Business Opportunity is developed, pursued, conducted and/or consummated, as applicable, by a Designated Party in accordance with the standards set forth in Section 2 hereof, no Designated Party shall be liable to the Company, any Subsidiary of the Company or any Stockholder for breach of any fiduciary or other duty by reason of such Renounced Business Opportunity. In addition, no Designated Party shall be liable to the Company, any Subsidiary of the Company or any Stockholder for breach of any fiduciary duty as a director or controlling Stockholder, as applicable, by reason of the fact that such Designated Party develops, pursues, conducts or consummates such Renounced Business Opportunity for itself, directs such Renounced Business Opportunity to any Third Person or does not communicate information regarding such Renounced Business Opportunity to the Company or any Subsidiary of the Company.
     4. Disclosing Conflicts of Interest. Should any director of the Company have actual knowledge that he or she or his or her Affiliates (other than the Company or any Subsidiary of the Company) is pursuing a Renounced Business Opportunity also pursued by the Company (or any Subsidiary of the Company), he or she shall disclose to the Company’s board of directors that he or she may have a conflict of interest, so that the board of directors may consider requesting his or her withdrawal from discussions in board deliberations, or abstention from voting on a particular matter before the board, as appropriate.
5. Interpretation.
  (a)   For purposes of this Agreement, “Designated Parties” shall include all Subsidiaries and Affiliates of each Designated Party and all investment

2


 

      funds now or hereafter sponsored by a Designated Party and its Subsidiaries and Affiliates (other than the Company and its Subsidiaries).
 
  (b)   As used in this Agreement, the following definitions shall apply:
(i) “Affiliate” means with respect to a specified Person, a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified, and any directors, officers, partners or 5% or more owners of such Person.
(ii) “Business Opportunity” means any potential business opportunity, transaction or other matter of which any Designated Party acquires knowledge or otherwise becomes aware, or in which any Designated Party is offered a right to participate or otherwise desires or seeks to participate.
(iii) “E&P Business” means the oil and gas exploration, exploitation, development and production business and includes without limitation (a) the ownership of oil and gas property interests (including working interests, mineral fee interests and royalty and overriding royalty interests), (b) the ownership and operation of real and personal property used or useful in connection with exploration for Hydrocarbons, development of Hydrocarbon reserves upon discovery thereof and production of Hydrocarbons from wells located on oil and gas properties and (c) debt of or equity interests in corporations, partnerships or other entities engaged in the exploration for Hydrocarbons, the development of Hydrocarbon reserves and the production and/or sale, transportation and marketing of Hydrocarbons.
(iv) “Hydrocarbons” means oil, gas or other liquid or gaseous hydrocarbons or other minerals produced from oil and gas wells.
(v) “Person” means an individual, corporation, partnership, limited liability company, trust, joint venture, unincorporated organization or other legal or business entity.
(vi) “Renounced Business Opportunity” means (a) any Business Opportunity (x) that neither the Company nor any of its Subsidiaries are financially able, contractually permitted or legally able to undertake, (y) that does not involve any aspect of the E&P Business or otherwise is of no practicable advantage to the Company or any of its Subsidiaries or (z) in which neither the Company nor any Subsidiary of the Company has any interest or reasonable expectancy, and (b) any other Business Opportunity other than a Business Opportunity that (y) is first presented to a Designated Party solely in such Person’s capacity as a director or officer of the Company or its Subsidiaries and with respect to which, at the time of such presentment, no other Designated Party has independently received notice of or otherwise identified such Business Opportunity or (z)

3


 

is identified by a Designated Party solely through the disclosure of information by or on behalf of the Company.
(vii) “Third Person” any Person other than a Designated Party, the Company and Subsidiaries of the Company.
(viii) “Stockholder” a holder of outstanding capital stock of the Company.
(ix) “Subsidiary” or “Subsidiaries” shall mean, with respect to any Person, any other Person the majority of the voting securities of which are owned, directly or indirectly, by such first Person.
6. Miscellaneous.
(a) The provisions of this Agreement shall terminate and be of no further force and effect at such time as no Designated Party serves as a director (including Chairman of the Board) or officer of the Company or its Subsidiaries.
(b) This Agreement does not prohibit or impact the Company’s ability to participate in any Business Opportunity.
(c) This Agreement may be signed by facsimile signature and in any number of counterparts, each or which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts of laws principles.
(d) In the event that any provision of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect under present or future laws effective during the effective term of any such provision, such invalid, illegal or unenforceable provision shall be fully severable, this Agreement shall then be construed and enforced as if such invalid, illegal, or unenforceable provision had not been contained in this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
(e) This Agreement may not be amended or modified otherwise than by a written agreement executed by the Company and each Person listed as a Designated Party on Exhibit A; provided that the Company may (i) amend Exhibit A of this Agreement at any time and from time to time without the consent or approval of any Designated Party to add any Person who becomes a

4


 

director of the Company after the date of this Agreement and Affiliates of such Person and to remove any Designated Party at any time after such Designated Party no longer serves as an officer or director of the Company and all Affiliates of such Person (provided that the removal of such Designated Party shall not affect the application of this Agreement to any such Designated Party so removed prior to such removal) and (ii) amend or waive the application of any provision of this Agreement to any Designated Party with, and not without, the prior written consent of such Designated Party.
[SIGNATURES ON FOLLOWING PAGE]

5


 

     IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.
         
  COMPANY:

CRUSADER ENERGY GROUP INC., a Nevada corporation
 
 
  By:   /s/ DAVID D. LE NORMAN    
    David D. Le Norman   
    President and Chief Executive Officer   
 
 
 
DESIGNATED PARTIES:
 
 
 
/s/ ROBERT J. RAYMOND
 
 
 
Robert J. Raymond
 
 
 
/s/ JOE COLONNETTA
 
 
 
Joe Colonnetta
 
 
 
/s/ JAMES C. CRAIN
 
 
 
James C. Crain
 
 
 
/s/ PHIL D. KRAMER
 
 
 
Phil D. Kramer
 
 
 
/s/ ROBERT H. NIEHAUS
 
 
 
Robert H. Niehaus
 
 
 
/s/ SHIRLEY A. OGDEN
 
 
 
Shirley A. Ogden

6


 

EXHIBIT A
Designated Parties
Robert J. Raymond
Joe Colonnetta
James C. Crain
Phil D. Kramer
Robert H. Niehaus
Shirley A. Ogden
and all investment funds now or hereafter sponsored by any such Person and any such Person’s Subsidiaries and Affiliates (other than the Company and its Subsidiaries)

 


Reference:
Security Exchange Commission - Edgar Database, EX-10.13 16 d58022exv10w13.htm BUSINESS OPPORTUNITY AGREEMENT, Viewed August 11, 2022, View Source on SEC.

Who Helps With Business Opportunity Agreements?

Lawyers with backgrounds working on business opportunity agreements work with clients to help. Do you need help with a business opportunity agreement?

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate business opportunity agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Business Opportunity Agreement Lawyers

William W. on ContractsCounsel
View William
5.0 (1)
Member Since:
September 29, 2023

William W.

General Counsel
Free Consultation
Miami, Florida
17 Yrs Experience
Licensed in FL
St. Thomas University

An entrepreneurial, results-oriented advocate, legal and compliance professional with a successful track record of providing strategic legal advice and operational support to high growth national companies. Well established expertise in commercial transactions, acquisitions, and compliance oversight and policy development, including specialized expertise in sales, marketing and advertising compliance.

Elexius E. on ContractsCounsel
View Elexius
4.9 (8)
Member Since:
November 20, 2023

Elexius E.

Legal Specialist
Free Consultation
Marietta, GA
10 Yrs Experience
Licensed in GA
Georgia State University College of Law

My name is Elexius. I’ve been practicing since 2016. I began my career doing defense work for insurance companies. I handled worker’s compensation cases, insurance subrogation claims and a number of related employment issues including wage and hour disputes, resignation, termination and release of claims. I also handled employee contract matters and revised contracts as needed for my clients. In my current role I draft contracts and related agreements, including cease and desist, letters of understanding, and various notices. I also handle contractual interference issues.

Recent  ContractsCounsel Client  Review:
5.0

"Great work! Elexius identified areas in the document that I hadn’t noticed and highlighted the risks involved if I proceed with executing the property management contract — it was absolutely worth the cost."

Jarrid C. on ContractsCounsel
View Jarrid
Member Since:
September 25, 2023

Jarrid C.

Managing Partner
Free Consultation
Mobile, AL
11 Yrs Experience
Licensed in AL
Birmingham School of Law

I’m the Managing Attorney at The Coaxum Firm LLC, a small firm located in Alabama that handles Family Law, Criminal Defense, and Personal Injury cases. My law partner is my older brother, Louis Coaxum, and we’ve been practicing together as a firm for over 8 years.

Raquel G. on ContractsCounsel
View Raquel
Member Since:
September 26, 2023

Raquel G.

IP/Contacts/Entertainment/General Law Practitioner
Free Consultation
Bryans Road, Maryland
24 Yrs Experience
Licensed in MD
Catholic University of America Columbus School of Law (J.D.)

I have practiced law for 20+ years. I am knowledgeable, skilled, and experienced in IP related matters; contract drafting and revisions; trial preparation (including ITC Section 337 trials); and many other legal areas. Further, I earned a bachelor of science degree in electrical engineering and worked as a junior and primary patent examiner for over a decade. Furthermore, I have produced a feature film and set up and maintained the production office before, during, and after filming.

Kimm M. on ContractsCounsel
View Kimm
Member Since:
September 28, 2023

Kimm M.

Attorney at Law
Free Consultation
Maryland/District of Columbia
33 Yrs Experience
Licensed in DC, MD
Harvard Law School

Kimm Massey, Esq. is a graduate of Harvard Law School, who has almost thirty years of experience practicing law. Her background includes litigation work for large multinational corporate law firms, the federal government, and the District of Columbia government. She founded Massey Law Group a decade ago. Attorney Kimm Massey has been admitted to the Bars of Washington DC, Maryland, Pennsylvania, Florida, the U.S. District Court for the District of Columbia, the U.S. District Court for the District of Maryland, the United States Court of Federal Claims, the United States Court of Appeals for Veterans’ Claims, and the United States Court of Appeals for the Fourth Circuit.

Andreas M. on ContractsCounsel
View Andreas
Member Since:
September 29, 2023

Andreas M.

Managing Partner
Free Consultation
Atlanta, Georgia
4 Yrs Experience
Licensed in GA
Atlanta John Marshall

Throughout his career, Mr. Mettler gained significant experience negotiating and documenting large-scale international transactions, managing legal and regulatory compliance, and collaborating with legal teams to ensure business activities aligned with contract terms, commercial objectives, relevant laws, and government regulations. This experience exposed him to the intersection of business and law, and he became increasingly interested in the law and its workings. As a result, after spending over 20 years in the technology industry as a successful executive, Mr. Mettler decided to transition into the legal industry to expand his skill set and pursue his passion for law. Mr. Mettler believes that his strong business acumen, attention to detail, and ability to simplify complex projects and issues into manageable components and easy-to-read terminology, is a valuable assets in the legal industry. * 20+ years sales and account executive for technology companies, focusing on international enterprise transactions, with deep experience in sales, international expansion, negotiating SaaS agreements, and account management. * Extensive experience working closely with legal teams to negotiate and draft complex large-scale international enterprise contracts, including SaaS agreements, with a keen focus on commercial, legal, and regulatory compliance across multiple jurisdictions. * Proficient in identifying legal risks and opportunities in business transactions and developing strategies to mitigate risks (and work contract language around such risk) while maximizing value for the company and its customers.

William H. on ContractsCounsel
View William
Member Since:
September 29, 2023

William H.

Nevada
Free Consultation
Las Vegas
15 Yrs Experience
Licensed in MD
Sandra Day O'Connor College of Law at Arizona State

Diligent attorney and skilled government contracts professional with extensive experience in supply chain management, procurement, business process and procedure, regulatory compliance, intellectual property protection, and complex contract arrangements. With over 20 years of contracts and operations experience, I have handled domestic and international transactions for the sale and purchase of goods and services including construction, engineering, and R&D – in the Defense, IT, Mining, and Aerospace industries. I am accustomed to building and leading global and diverse teams; designing and implementing new processes and systems; and working in close collaboration with broad stakeholder populations, including executive management and other attorneys.

Find the best lawyer for your project

Browse Lawyers Now

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities
See All Business Lawyers
Business Opportunity Agreement lawyers by city
See All Business Opportunity Agreement Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

View Trustpilot Review

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

View Trustpilot Review

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

View Trustpilot Review

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city