Minnesota Finder's Fee Agreement


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                             This Finder's Fee Agreement is entered into between a company and an individual having
                             access to business associates. The company agrees to pay a fee to the individual if such
                             potential business associates introduced to the company enter into a transaction or deal
                             with the company. This document sets forth the terms and conditions of the agreement
                             including the fee schedule, the types of business opportunities which the company is
                             seeking, and an independent contractor provision. It can be customized to address the
                             specific needs of the drafting parties. This agreement should be used by companies
                             located in Minnesota when engaging the services of a finder for potential business

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be m odified by you or your
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                                     FINDER’S FEE AGREEMENT

THIS FINDER’S FEE AGREEMENT (hereinafter "Agreement") is made as of ____ [Month]
____ [Date], 20____, by and between                 _______________________________ [Instruction:
Insert the name of company], with its principal office at _______________________________
[Instruction:      Insert     the     address       of    company]         (hereinafter   “Company”),   and
________________________ [Instruction: Insert name of finder], with registered address
at_________________________ [Instruction: Insert address of finder] (hereinafter “Finder”).
The Company and the Finder may individually be referred to as “Party”, or, collectively as

        WHEREAS, the Company is engaged in a continuous effort to identify prospective
sponsors and prospective marketing and advertising partners and associations for consolidating
its business position; all of those efforts, and any others specifically identified in Schedule A, are
collectively referred to herein as “Business Opportunities”.

        WHEREAS, the Company desires to be introduced to prospective business associates so
that the Company can execute a contract or agreement with such business associate to effect a
particular Business Opportunity included in Schedule B hereto (hereinafter “Approved Business

        WHEREAS, the Finder is desirous of acting for the purpose of finding and introducing
qualified business associates to the Company for the purpose of effecting one or more Approved
Business Opportunities;

    NOW, THEREFORE, in consideration of the premises and of the mutual representations,
warranties and covenants herein contained and intending to be legally bound hereby, the Parties
hereby agree as follows:

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    The Finder shall seek to find and introduce the Company to one or more prospective business
    associates which would materialize into a specific Business Opportunity including a signed
    contract with the Company.              The specific Business Opportunity shall be included in
    Schedule A attached hereto and hereby made a part hereof, as such Schedule A may be
    amended, revised or supplemented from time to time only by a writing executed by the
    Parties. This writing can be a fax or can be an email that is acknowledged by all parties to
    this Agreement. The Finder agrees that he is not an agent of the Company and may not bind
    or obligate the Company.            The Company is not obligated nor required to accept any
    Approved Business Opportunity of any prospective business associate produced by the
    Finder, and the Company may refuse in its sole discretion to enter into, negotiate, execute,
    perform (in whole or in any part), conclude, or consummate any Approved Business
    Opportunity with a prospective business associate produced by the Finder who appropriately
    becomes an "Introduced Party" under this Agreement.

    a. The Finder total compensation from the Company for all of his efforts and services
        hereunder shall be a fee based on the amounts paid in connection with prospective
        business associates introduced to the Company by the Finder and included in Schedule C
        attached hereto (collectively the "Introduced Parties") with whom the Company
        consummates an Approved Business Opportunity. The fee shall be paid only if, as and
        when the Business Opportunity is finally consummated. The fee shall be computed as a
        percentage of the Consideration (as defined below) paid to the Company. The Finder
        shall receive a fee equal to an amount determined as follows:

        If any Introduced Parties first introduced to the Company by the Finder consummate an
        Approved Business Opportunity with the Company, the Company shall pay to the Finder
        a fee (the "Finder's Fee) equal to ___________ percent (___%) [◊ Ten (10)] of all monies
        received from the Finder’s Business Opportunity including any and all renewals and shall
        be paid within ___________ (___) [Ten (10)] days of receipt of cleared funds from the
        Company. Finder may assign a portion of this fee allocation to be paid directly to one or

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         more finder contacts, instead of to Finder, in order to compensate finder contacts for
         assisting with the Approved Business Opportunity.

    b. The Finder agrees to secure written approval for all expenses incurred in connection with
         Finder efforts prior to incurring them.

    c. The Finder may retain or distribute further the monies received from the Company as he
         may deem fit and proper to assistant finders (hereinafter “Assistant Finders). The Finder
         agrees to notify the Company about the way monies are distributed by him.
    d. Definitions

       i.    "Consideration" means the cash paid or committed to be paid by the Introduced Party
             to the Company for the Business Opportunity.

      ii.    "Closing" shall be defined at the time when a final, definitive agreement regarding a
             Business Opportunity is executed by the Company and a specified Introduced Party.
             All related transactions shall be deemed a single closing for calculation of the
             Finder’s fee, percentage payments of which to the Finders or Assistant Finders will
             coincide with the payments made to the Company by the Introduced Party.

    The Finder agrees to notify any potential business associate that Finder is entitled to receive a
    Finder's fee for introducing them to the Company. Further, the Finder agrees that no person
    (individual or entity) shall be deemed to be an Introduced Party hereunder until and unless
    the name of the Introduced Party is added to Schedule D by a writing signed by the Parties
    hereto, or acknowledged by email or other writing between the Parties, and only in
    connection with an Approved Business Opportunity as also set forth, or to be set forth, in
    Schedule B. To avoid any doubt, while it is intended that an entity that is owned by, or that
    owns, an Introduced Party shall be deemed to be an Introduced Party hereunder, no other
    person (individual or entity) that may have a relationship with, or that the Company might
    meet as a result of, an Introduced Party shall constitute an "Introduced Party" hereunder.

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    Once Schedule A is acknowledged by all parties to this Agreement in writing by fax or by
    email that constitutes an approval to the Finder of that Business Opportunity.

    This Agreement does not limit the authority of the Company to enter into other contracts
    with other finders.

    Company agrees that as soon as it becomes aware that it has previous knowledge of any
    prospective business associate submitted by the Finder, it will notify the Finder promptly and
    thereupon the Company will be relieved of liability to the Finder hereunder in connection
    with such business associate; provided, however, that in all events no business associate shall
    be deemed to be an Introduced Party hereunder until and unless Schedule D shall have been
    supplemented by a writing executed by both of the Parties hereto, or confirmed by a writing
    among the Parties. A signature of acceptance or an exchange of emails in Schedule D to
    Finder supersedes paragraph 9.

    Both the Company and the Finder agree that the Finder will act as an independent contractor
    in the performance of his duties under this Agreement. The Parties to this Agreement
    recognize that this Agreement does not create any actual or apparent agency, partnership,
    franchise, or relationship of employer and employee between the Parties. The Finder is not
    authorized to enter into or commit the Company to any agreements, and the Finder shall not
    represent himself as the agent or legal representative of the Company. Accordingly, the
    Finder shall be responsible for payment of all taxes including State and local taxes arising out
    of the Company’s activities in accordance with this Agreement.

    The Company will indemnify and hold the Finder harmless from and against any and all loss,
    liability, claim and expense, including all court costs and expenses and attorneys' fees and

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    expenses, which the Finder suffers as a result of a violation of this Agreement or any other
    agreement entered between the Company and Business Opportunities.

    The Company and Finder have discussed the risks and rewards associated with this project,
    as well as Finder’s fee for services. The Company and Finder agree to allocate certain of the
    risks so that, to the fullest extent permitted by law, Finder’s total aggregate liability to the
    Company and all third-parties is limited to ________ ($____) [Instruction: Insert the limit
    of Finder’s total aggregate liability] for any and all injuries, damages, claims, losses,
    expenses, or claim expenses (including attorneys’ fees) arising out of this Agreement from
    any cause or causes. Such causes include, but are not limited to, Finder’s negligence, errors,
    omissions, strict liability, breach of contract, or breach of warranty.

    The term of this Agreement (the "Term") shall be for ___________ (___) [Eight (8)] months
    commencing upon full execution of this Agreement unless terminated earlier as provided

    Either Party may terminate this Agreement on ___________ (___) [◊ Thirty (30)] days prior
    written notice for any reason or no reason at all. In case of default of the other party, any
    party may terminate this Agreement if such default is not cured within ___________ (___)
    [Ten (10)]      days of written notice of such default to the defaulting Party. This Agreement
    will automatically terminate upon the event of the death, disability, bankruptcy, or
    insolvency of either Party. If Termination is upon death, then any compensation that may be
    due to the Finder(s) shall automatically go to their family.

    In the event that the Finder, during the term of this Agreement, introduces a prospective
    business associate to the Company and such person or entity is appropriately included as an
    Introduced Party in Schedule C and, as a result thereof, an Approved Business Arrangement

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    involving Consideration shall take place with such Introduced Party during the term of this
    Agreement or within a [6-month] period thereafter, even if the Agreement has been
    terminated for any reason provided herein, the Finder shall be entitled to the fee in an amount
    provided above.

    This Agreement will be governed by the laws of the state of Minnesota without regard for
    conflicts of laws principles. Finder hereby expressly consents to the personal jurisdiction of
    the state and federal courts located in the state of Minnesota.

    The Parties hereby agree that this document contains the entire agreement between the
    Parties and this Agreement shall not be modified, changed, altered or amended in any way
    except through a written amendment signed by the Parties hereto.

    In the event legal proceedings arising out of or relating to this Agreement are initiated by
    either Party against the other, the prevailing Party shall be entitled to recover its expenses and
    costs, including attorney’s fees, in such amount as the court shall deem reasonable.

    No claim or right arising out of a breach of this Agreement can be discharged in whole or in
    part by a waiver of the claim or right unless it is in writing and signed by the aggrieved Party.

    All notices and other communications required herein shall be in writing and shall be either
    delivered personally or be dispatched by commercial telex or sent by certified mail, postage
    prepaid, return receipt requested. Items delivered personally shall be deemed delivered one
    day after dispatch; items sent by certified or registered mail shall be deemed delivered
    ___________ (___) [three (3)] days after mailing. The addresses of the parties for purposes
    of this provision are:

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      If to Company:

      If to Finders:

Either Party may change its address by giving notice thereof as required herein.
    This Agreement is not assignable by either Party, except that Finder may assign parts of the
    commission to Assistant Finders as specified in this Agreement.

    This Agreement and schedules attached constitute the entire agreement between the Parties
    hereto, and shall supersede the terms and conditions of any and all prior agreements,
    understanding, promises, representations and writings made by either Party to the other
    concerning the subject matter and the terms and conditions hereof.

    If one or more of the provisions in this Agreement are deemed void by law then the
    remaining provisions will continue in full force and effect and shall be interpreted so as best
    to effect the intent of the Parties hereto.

    This Agreement may be executed in any number of counterparts, each of which shall be
    enforceable, and all of which together shall constitute one agreement.

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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first
above written.

COMPANY                                                       FINDER

_______________________                                       _______________________
Name:                                                         Name:
Title:                                                        Title:

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                                                SCHEDULE A

                                      BUSINESS OPPORTUNITIES

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                                                SCHEDULE B

                             APPROVED BUSINESS OPPORTUNITIES

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                                                SCHEDULE C

                                              FEE SCHEDULE

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                                                SCHEDULE D

                                         INTRODUCED PARTIES

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