I would like to reply to the issues “TM” raises in regards to using a broker or a lawyer to sell your security business. I should disclose that I am a broker and work mostly in Canada.
    Ideally a Seller should use both a broker and a lawyer to complete a deal but I know that deals are completed in Canada without the services of either or with just one or the other - and for the most part these deals seem to get done without adverse consequences. Of course without a broker canvassing the market, most sellers will never know if they got the best deal they could.
    I tend to think that  a good broker is essential for even the smallest deal. Why? Because if the broker is doing their job , they will find the best possible deal for their client regarding both the price and the rest of the terms. Most owners of a security business are not likely capable of doing this. A good lawyer or a good accountant cannot replace a good broker’s knowledge of values in the industry or who the best buyers are. Also if the broker has worked in the field for some time, they may will have some knowledge about the typical terms that show up in any standard purchase and sale agreement and will be able to comment on them to the Seller. However although deals are completed without a lawyer, ideally a Seller should never close a deal without a lawyer looking at the purchase agreement.
    Let me address another important issue that TM raised. Are there any situations where a broker can work for or get paid by both the seller and the buyer on the same deal. My quick answer is that on very rare occasions this can happen but only if everything is disclosed up front to all parties including the amount that the broker is getting from the buyer. However in my 8 years acting as an independent broker I have never asked or been paid by both sides. It looks greedy and bad and there is just too much of a chance of a conflict of interest.  
    Frankly I am shocked that there are brokers that have the nerve to regularly ask for deals to be done this way. I am also disappointed that Buyers agree to pay these top up fees and finally amazed that a Seller allows this practice to happen. Regardless of what they say to you, a broker cannot serve 2 masters. There are lots of good brokers in the US. If you are told or suspect that your broker is doing this, I suggest you say thanks very much and go elsewhere.  
Victor Harding
Harding Security Services Inc
    I have a few fire and security alarm in Ohio with three different Townships. I had two of them sign the all in one fire alarm monitoring and testing agreement and security system monitoring agreements without batting an eye or raising a question. Recently, another township has said that their law director talked with the township Attorney who advised that townships in Ohio cannot sign a contract that has an indemnification clause in it. Is this true? and if so how can I modify the language so that I can still have some protection from claims that might arise either from the township or employees of the township?
    Municipalities have statutes affecting contracts they enter into.  Prohibiting indemnity is pretty common so don't be surprised when you are asked to omit the Indemnity Provision.  It's only one sentence in the All in One Forms.