This Code of Ethics was enacted by the Board of Directors of the Nevada Business Brokers Association (the “Association”) and is a part of the bylaws of the Association. This Code of Ethics is for use by all Business Brokers and Members of the Association as a means of establishing uniform ethical practices when providing business brokerage services for clients and customers.

While the Code of Ethics establishes obligations that may be higher than those mandated by law, in any instances where the Code of Ethics and the law conflict, the obligations of the law must take precedence.

Modifications to this Code of Ethics are approved from time to time by the Association. Readers are cautioned to ensure that the most recent publication is utilized.

Business Brokers and the Association support entrepreneurship, and acknowledge that the investment risks of owning a business deserve a straightforward professional and honest presentation to both seller and buyer.

This Code of Ethics imposes obligations beyond those of ordinary commerce. Business Brokers should be zealous in maintaining and improving ethical practices and sharing with their fellow Business Brokers a common responsibility for integrity and honor in their business transactions.

In recognition and appreciation of their obligations to clients, customers, the public, and each other, Business Brokers should continuously strive to become and remain informed on issues affecting the sale of businesses, and willing to share their experience with others. Business Brokers should strive to eliminate practices which may damage the public or which might discredit or bring dishonor to the business brokerage profession.

Business Brokers should urge sole and exclusive representation of clients, not attempt to gain any unfair advantage over competitors, and refrain from making unsolicited comments about other practitioners.

Business Brokers should pledge to observe the spirit of this Code of Ethics in all of their activities and to conduct their business in accordance with the tenets set forth below:

Article 1

Business Brokers should avoid exaggeration, misrepresentation, or concealment of pertinent facts relating to properties and business transactions; however, nothing herein shall be construed to obligate Business Brokers to discover latent defects, to advise on matters outside the scope of their expertise, or to disclose facts which are confidential under the scope of agency duties owed to their clients.

Article 2

Business Brokers should make a reasonable effort to protect the public and all parties in a transaction against fraud, misrepresentation, or unethical practices in the area of business opportunity transactions.

Article 3

Business Brokers should not discourage or prevent customers and clients from seeking the services of attorneys, accountants or other professional advisors.

Article 4

Business Brokers should keep in a special bank account, separated from their own funds, monies coming into their possessions in trust for other persons.

Article 5

Business Brokers should obtain terms and conditions of agreements in writing regarding business opportunity transactions and ensure that copies of such agreements are given to all parties involved.

Article 6

Business Brokers, in accepting employment as agents, should pledge to protect and promote the interests of their clients. This obligation of absolute loyalty and honesty to the client’s interest is primary, but it does not relieve Business Brokers from the obligation of dealing fairly with all parties to business opportunity transactions.

Article 7

Business Brokers accepting compensation from more than one party, should make disclosure to the principals of the transaction.

Article 8

Business Brokers serving as both an agent and principal, should disclose the duel agency relationship to the principals of the transaction.

Article 9

Business Brokers having a present or contemplated interest concerning a business property or its value should disclose such interest to the principals of the transaction.

Article 10

Business Brokers, acting as an agent, should disclosure and obtain consent from the principal before accepting any commission, rebate, or profit due to expenditures made on behalf of the principal.

Article 11

Business Brokers undertaking to provide specialized services concerning a type of property or a service beyond their experience should disclose the lack of experience or engage the assistance for the specialized services. Anyone engaged to provide such assistance should be identified to the client and their contribution to the assignment should be described to the client.

Article 12

Business Brokers should only advertise business opportunities as being for sale when they have written authority. All offerings or promotions of business opportunities should reflect the terms consistent with those in writing with the client.

Article 13

All written offers shall be submitted to the client unless otherwise directed by the client.

Article 14

Business Brokers shall not engage in the practice of disclosing the terms of one buyer’s offer to another buyer.

Article 15

Business Brokers shall not deny equal access of professional services to any person for reasons of race, color, religion, sex, handicap, familial status, or national origin. Business Brokers shall not be a party to any plan or agreement to discriminate against a person or persons on the basis of race, color, religion, sex, handicap, familial status, or national origin.

1.1   To enhance and maintain the quality of business brokerage for the benefit of the business brokerage profession and users of business brokerage services, the Nevada Business Brokers Association, hereafter known as the NBBA, has adopted a set of Standards for the business brokerage profession.  These Standards are designed to provide guidance to business brokers when conducting business brokerage services through Uniform Practices and Procedures.

1.2   The NBBA has established authoritative principles and a code of professional ethics.  These Standards include guidelines, either explicitly or by reference, which are applicable to the business brokerage industry.

1.3   These Standards incorporate, where appropriate, all relevant business brokerage standards adopted by the NBBA.

1.4   These Standards provide minimum recommended guidelines to be followed by business brokers in the course of providing business brokerage services.

1.5   Deviations from these Standards are not intended to be the basis of any civil liability; and should not create any presumption or evidence that a legal duty has been breached; or create any special relationship between the business broker and any other person.

I.  PREAMBLE

1. In the interest of promoting cooperation among Business Brokers, this standard shall serve as a guideline to be followed in the course of serving as an Intermediary in the transfer of business ownership interests.
2. The purpose of this standard is to:
   1. Define and describe the general guidelines for Business Brokers when dealing with other Business Brokers involving the transfer of business ownership interests;
   2. Encourage greater understanding and cooperation among Business Brokers,
   3. Encourage sharing experience and knowledge among Business Brokers for the benefit of the business brokerage profession, clients, customers and the public good.
3. This standard is an integral and inseparable part of the General Preamble to the Business Brokerage Standards of the Nevada Business Brokers Association.

II.  GENERAL GUIDELINES FOR COOPERATING RELATIONSHIPS

Business Brokers should:

1. Utilize their abilities, talents and shared commitments to professional standards for the benefit of the business brokerage profession, clients, customers and the public good,
2. Obtain agreements of terms and conditions for compensation in writing,
3. Treat all proprietary information about clients and customers confidentially and not disclose such information to others without prior written consent.,
4. Not solicit a client who has an Exclusive Agreement with another Business Broker,
5. Have the right to refuse to cooperate with other Business Brokers.

III.  CO-BROKERING RELATIONSHIPS

Business Brokers should:

1. Obtain terms and conditions of Co-Brokering Agreements in writing,
2. Not advertise or market another Business Broker’s listing without prior written consent,
3. Obtain prior consent from the cooperating Business Broker before presenting any Offer, to the Seller.
4. Disclose and/or provide material information including documentation, of which they are aware, to facilitate the transaction,
5. Keep each other informed about the status of the transaction on a timely basis.

IV.  REFERRAL RELATIONSHIPS

Business Brokers should:

1. Obtain terms and conditions of Referral Agreements in writing.
2. Upon request, agree to provide the Referring Business Broker the status of a specific transaction and notification of closing.

I.  PREAMBLE

1. In the interest of promoting a greater understanding and awareness of the duties and responsibilities of Business Brokers to their clients, this standard shall serve as guidelines to be followed when serving as an Intermediary in the transfer of business ownership interests.
2. For purposes of this Standard, a client is defined as an entity with whom a Business Broker has a fiduciary relationship.
3. The purpose of this standard is to:
   1. Define and describe the general guidelines for Business Brokers when dealing with their clients         involving the transfer of business ownership interests;
   2. Define the minimum responsibilities of Business Brokers to their clients.
4. This standard in an integral and inseparable part of the General Preamble to the Business Brokerage Standards of the Nevada Business Brokers Association.

II.  GENERAL GUIDELINES FOR DEALING WITH CLIENTS

When dealing with clients, a Business Broker should:

1. Pledge to protect and promote the best interests of the client,
2. Perform all services with integrity, honesty, care, good faith and fair dealing,
3. Seek to obtain reliable information,
4. Maintain confidentiality of client’s proprietary information,
5. Obtain terms and conditions of agreements in writing,
6. Be willing to take the necessary steps to complete an assignment competently or decline the engagement.

III.  DUTIES AND RESPONSIBILITIES

When dealing with clients, Business Brokers should:

1. Offer the client objective advice, opinions and recommendations,
2. Advise the client to make full disclosure, where appropriate, to prospective buyers of all information   which may materially impact the transaction,
3. Conduct all negotiations on behalf of the client in good faith,
4. Keep the client informed of the status of all negotiations,
5. Work with client’s other professional advisors to structure a transaction in the client’s best interest,
6. Maintain a record of contacts with clients and customers,
7. Keep informed of trends in the transfers of business ownership interests such as: marketing techniques, national and local economic conditions, technological developments, financing methods and market values.

I.  PREAMBLE

1. In the interest of promoting a greater understanding and awareness of the duties and responsibilities of Business Brokers to customers, this standard shall serve as guidelines to be followed when serving as an intermediary in the transfer of business ownership interests.
2. For purposes of this Standard, a customer is defined as an entity to a transaction who receives services and benefits, but has no fiduciary relationship with the Business Broker.
3. The purpose of this standard is to:
   1. Define and describe the general guidelines for Business Brokers when dealing with customers involving the transfer of business ownership interests,
   2. Define the minimum responsibilities of Business Brokers to customers.
4. This standard is an integral and inseparable part of the General Preamble to the Business Brokerage Standards of the Nevada Business Brokerage Association.

II.  GENERAL GUIDELINES FOR DEALING WITH CUSTOMERS

In dealing with customers, Business Brokers should:

1. Disclose whom they represent,
2. Avoid exaggeration, misrepresentation or concealment of pertinent facts relating to a business or transaction,
3. Fully disclose all material facts of which they have knowledge which could affect the transfer of an ownership interest or the price being offered,
4. Advise customers to seek their own professional guidance from attorneys, accountants and other specialists.

III.  DUTIES AND RESPONSIBILITIES

When dealing with customers, Business Brokers should:

1. Maintain a record of all contacts,
2. Obtain terms and conditions of agreements in writing,
3. Process all earnest money received according to the terms of agreements,
4. Keep customers informed about the status of their transactions on a timely basis,
5. Return all earnest money according to the terms of the agreements, if an offer is not accepted.

I.    PREAMBLE

1. In the interest of promoting a greater sensitivity, understanding and awareness of duties and responsibilities of Business Brokers to the brokerage profession, clients, and customers and to the public good, this standard shall serve as a guideline to be followed in the course of serving as an intermediary in the advertising and promotion of:
   1. Their firms
   2. For the Business Brokerage industry
   3. The purchase, sale and exchange of business ownership interests; and
   4. Other business services.
2. The purpose of this standard is to define the minimum responsibilities of Business Brokers for establishing standards in advertising and promotion.

II.  GENERAL GUIDELINES FOR BUSINESS BROKERS IN ADVERTISING AND PROMOTING

When advertising and promoting, a Business Broker should:
1. Insure that any earning and other claims are based on verifiable facts;
2. Insure that no subjective superlatives which tend to mislead are used;
3. Insure that any testimonials or endorsements are truthful;
4. Conform to the laws and legal regulations of governing bodies and agencies;
5. Identify clearly the Business Brokering company or agency relation.

III. MINIMUM RESPONSIBILITIES OF BROKERS

When advertising and promoting, a Business Broker should:

1. Assume responsibility for truthful and non-deceptive advertising;
2. Be prepared to substantiate any claims or offers to inquirers prior to publicizing;
3. Avoid untrue, misleading, deceptive, fraudulent, false or disparaging statements about competitors;
4. Avoid misleading statements, about material facts the Business Brokerage industry; professional certifications, and client relationships.
5. A Business Broker should accentuate the features, skill, and benefits of their firm, rather than making disparaging, misleading, or false statements about competitors.

IV.  ELECTRONIC MEDIA GUIDELILNES

When creating and revising a website for a business brokerage company, management for the company should:

1. Take full responsibility for the web site content regardless as to whether the web site content is developed in house or by an outsourcing venue.
2. Insure that the web site content does not contain information that is untrue, misleading, deceptive or fraudulent.
3. Insure that the web site content  does not include terms, names, logos, or remarks that are the property rights of other business brokerage firms.
4. Avoid the use of web site content, including meta tags and repetitive use of proprietary terms and names of other business brokerage companies, that may cause the diversion of web site searchers from their intended web site results.

I.  PREAMBLE

1. In the interest of promoting a greater understanding and awareness of the duties and responsibilities of Business Brokers, this standard shall serve as guidelines in establishing and record retention policy.
2. The purpose of this standard is to define the category of the documents which should be retained.
3. This standard is an integral and  inseparable part of the General Preamble to the Business Brokerage Standards of the Nevada Business Brokerage Association.
4. A members will comply with the Rules and Regulations of the Nevada Real Estate Division and Commission at all times.

II.  GENERAL GUIDELINES FOR RECORD RETENTION

The recommendations herein are subject to regulations promulgated by federal, state and local governments or other regulatory agencies.

1. A business brokerage firm should establish a written policy covering documents to be retained and their retention periods.
2. All personnel of a business brokerage firm should be given a copy of the document retention policy.
3. Documents to be retained should include but not be limited to the following:
   1. Documents relating to closed transactions:
      • Listing Agreements and Amendments
      • Correspondence
      • Recasted Financial Statements
      • Marketing Packages, Business Profiles and related  items prepared by the business brokerage firm
      • Advertising Copy
      • Buyer Profiles or Registration Forms
      • Buyer Nondisclosure Agreements
      • Appraisals of the business, machinery & equipment and/or real estate
      • Earnest Money Agreements, Letters of Intent, and Offers to Purchase
      • Any Closing Documents prepared by and/or signed by the business brokerage firm
      • All Closing Documents prepared by escrow agents or attorneys
      • Telephone and Appointment logs
      • Any document prepared or signed by the broker or persons under the broker’s direction.
   2. Documents relating to expired or terminated transactions:
      • Listing Agreements
      • Correspondence
      • Recasted Financial Statements
      • Marketing Packages
      • Business Profiles and related items prepared by the business brokerage firm
      • Advertising Copy
      • Buyer Profiles or Registration Forms
      • Buyer Nondisclosure Agreements
      • Appraisals of the business, machinery & equipment and/or real estate Earnest Money
      • Agreements, Letters of Intent and Offers to Purchase Telephone and Appointment logs
   3. Documents relating to Listing:
      • Property Leases
      • Property Deeds
      • Financial Statements
      • Tax Returns
      • Business Ownership Records
      • Payroll Records
      • Fixed Asset Records and Appraisals
      • Bank Statements