Finder’s Fee Agreement
ocstoc Legal Agreements
This Finder’s Fee document is an agreement entered into between a
Company seeking to be introduced to prospective investors and an
individual having access to sophisticated investors. The Company
agrees to pay a fee to the individual if such potential investors
introduced to the Company by the individual enter into a transaction
or deal with the Company.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
®
modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own
risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other
kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms
are not a substitute for the advice of your own attorney. Subject to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here
(http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. This document is
not approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
Entire document Docstoc Inc. registered
© Copyright 2011© Docstoc, Inc., 2010, 2011document proprietary, copy not 1
Attorney Drafted
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
“Parties”.
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
Opportunities);
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:
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 2
1. ENGAGEMENT OF THE FINDER
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.
2. FEE SCHEDULE
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
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 3
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.
3. ACKNOWLEDGMENT OF INTRODUCED PARTIES
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.
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 4
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.
4. NON-EXCLUSIVE CONTRACT
This Agreement does not limit the authority of the Company to enter into other contracts
with other finders.
5. PRIOR INVOLVEMENT
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.
6. INDEPENDENT CONTRACTOR
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.
7. INDEMNIFICATION
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
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 5
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.
8. LIMITATION OF LIABILITY
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.
9. TERM OF AGREEMENT
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
herein.
10. EARLY TERMINATION
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.
11. EXTENDED TERM OF AGREEMENT
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
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 6
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.
12. GOVERNING LAW
This Agreement will be governed by the laws of the state of Montana 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 Montana.
13. MODIFICATION
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.
14. ATTORNEYS FEES
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.
15. WAIVER MUST BE IN WRITING
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.
16. NOTICE
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:
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 7
If to Company:
_________________________
_________________________
_________________________
If to Finders:
_________________________
_________________________
_________________________
Either Party may change its address by giving notice thereof as required herein.
17. ASSIGNMENT
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.
18. ENTIRE 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.
19. SEVERABILITY
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.
20. COUNTERPARTS
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.
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 8
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first
above written.
COMPANY FINDER
_______________________ _______________________
Name: Name:
Title: Title:
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 9
SCHEDULE A
BUSINESS OPPORTUNITIES
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 10
SCHEDULE B
APPROVED BUSINESS OPPORTUNITIES
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 11
SCHEDULE C
FEE SCHEDULE
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 12
SCHEDULE D
INTRODUCED PARTIES
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 13
Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state
◊Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your use of this document is deemed to be your agreement to the foregoing, the disclaimers on the cover page,
and that you have read and agree to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
legal advice, and the important content available here: Read More
(http://www.docstoc.com/popterm.aspx?page_id=114)
"Docstoc is unable to and does not provide legal advice, and please further note that laws change and are
regularly amended, therefore, the names and section numbers of statutes within this document may not be
100% correct as they may be partially or wholly out of date and some relevant ones may have been omitted or
misinterpreted. You may wish to consult with your own attorney practicing in your state to confirm the
accuracy of statutory references."
© Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 14