VIEWS: 60 PAGES: 12 CATEGORY: Equity Financing POSTED ON: 12/20/2011
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 South Dakota when engaging the services of a finder for potential business opportunities.
Docstoc Legal Agreements 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 South Dakota when engaging the services of a finder for potential business opportunities. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. 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This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity. Entire document copyright © Docstoc®, Inc., 2010 - 2013. All Rights Reserved 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 the “Company”), and ________________________ [Instruction: Insert name of finder], with registered address at _________________________ [Instruction: Insert address of finder] (hereinafter the “Finder”). The Company and the Finder may individually be referred to as “Party”, or, collectively as the “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: 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/she 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. © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 2 2. FEE SCHEDULE a. The Finder’s total compensation from the Company for all of his/her 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. The Finder may assign a portion of this fee allocation to be paid directly to one or more the Finder contacts, instead of to the Finder, in order to compensate the Finder contacts for assisting with the Approved Business Opportunity. b. The Finder agrees to secure written approval for all expenses incurred in connection with the Finder’s efforts prior to incurring them. c. The Finder may retain or distribute further the monies received from the Company as he/she 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/her. 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 © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 3 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. 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 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 the Finder have discussed the risks and rewards associated with this project, as well as the Finder’s Fee for services. The Company and the Finder agree to allocate certain of the risks so that, to the fullest extent permitted by law, the 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, © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 4 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 D and, as a result thereof, an Approved Business Arrangement involving Consideration shall take place with such Introduced Party during the term of this Agreement or within a ___________ (___) [Ten (10)] 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 South Dakota without regard for conflicts of laws principles. The Finder hereby expressly consents to the personal jurisdiction of the state and federal courts located in the state of South Dakota. 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. ATTORNEY’S 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. © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 5 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: 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 the Finder may assign parts of the commission to Assistant Finders as specified in this Agreement. © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 6 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. 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 7 SCHEDULE A BUSINESS OPPORTUNITIES © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 8 SCHEDULE B APPROVED BUSINESS OPPORTUNITIES © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 9 SCHEDULE C FEE SCHEDULE © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 10 SCHEDULE D INTRODUCED PARTIES © Copyright 2011 Docstoc, Inc. registered document proprietary, copy not 11
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