A commercial mortgage broker fee agreement documents the scope of the engagement, how compensation is calculated, when it is earned, who pays it, and what happens if the transaction changes or does not close. A residential state form or generic commission template may not address a commercial transaction, and no national form is automatically valid for every state, borrower, property, program, or fee structure. The outline below is an educational issue checklist. It is not a legal form, is not ready for signature, and must not be used as a substitute for advice from qualified counsel.
Core Agreement Topics
- Correct legal names, entities, addresses, and authorized signers
- Defined financing request, property or business purpose, and broker services
- Fee amount or calculation method and any minimum fee
- Whether compensation may be paid by borrower, lender, or another party
- The event that earns the fee and the event that makes it payable
- Retainer, application, due diligence, and third party expense treatment
- Exclusivity, noncircumvention, tail period, and introduced lender definitions
- Termination, confidentiality, privacy, notices, governing law, and signatures
Questions the Agreement Should Answer
- What work is the broker agreeing to perform?
- Which transaction, borrower, affiliates, properties, and capital sources are covered?
- How is the fee calculated if the loan amount or structure changes?
- Is the fee due at commitment, closing, funding, or another defined event?
- What happens if the borrower withdraws, changes lenders, refinances, or closes later?
- Which provisions survive termination and for how long?
Educational Agreement Outline
1. Parties and transaction. Identify the broker, borrower, related entities, authorized representatives, financing purpose, requested amount or range, and property or business involved.
2. Services and authority. Describe the broker's role in intake, packaging, lender outreach, term comparison, and coordination. State that the broker cannot bind a lender or guarantee approval, pricing, timing, or funding.
3. Compensation and expenses. State the fee method, payer, calculation base, earning event, payment event, permitted lender compensation, retainers, refunds, and treatment of third party costs.
4. Exclusivity and introduced sources. If used, define the scope, exceptions, introduced lender, noncircumvention obligations, and any tail period precisely.
5. Borrower duties. Address accurate information, timely documents, authorization to share information, notice of direct lender contact, and responsibility for independent legal, tax, and financial advice.
6. Term, termination, and survival. State the effective date, termination process, treatment of active submissions, fees that may remain due, and provisions that survive.
7. General terms. Address confidentiality, privacy, electronic communications, assignment, notices, dispute provisions, governing law, amendments, counterparts, and signatures as counsel advises.
Fee Trigger and Disclosure Review
A clear agreement separates when a fee is earned from when it must be paid. It should also explain whether a fee changes if the loan amount, lender, property, borrower entity, or financing structure changes.
Some programs and jurisdictions impose additional disclosure, licensing, or fee rules. SBA transactions, residential elements, consumer purpose, securities activity, and state specific commercial finance laws can change the analysis. Counsel should review the actual transaction and current law.
Important Information
NOT LEGAL ADVICE. This page is an educational issue checklist, not a contract or signature ready template. It has not been tailored to any jurisdiction or transaction. Do not copy, sign, distribute, or rely on it as a legal agreement. A qualified attorney must draft or approve the agreement and confirm current licensing, disclosure, fee, privacy, and enforceability requirements.
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