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This is an agreement between a finder and a client whereby the client retains the finder's services to seek and attract investors for a motion picture. If the client enters into any agreement with an investor that was introduced by the finder, the finder will obtain a percentage of the amount the investor agrees to pledge. This agreement should be used by parties seeking a finder to facilitate investment in a motion picture film.
This is an agreement between a finder and a client whereby the client retains the finder's services to seek and attract investors for a motion picture. If the client enters into any agreement with an investor that was introduced by the finder, the finder will obtain a percentage of the amount the investor agrees to pledge. This agreement should be used by parties seeking a finder to facilitate investment in a motion picture film. FINDER’S FEE AGREEMENT This Finder’s Fee Agreement (“Agreement”) is entered into as of (month, day year), (“Effective Date”) between (“Client”), having its principal place of business at ________________________________________, and (“Provider”), having his principal place of business at ______________________ (Client and Provider are collectively referred to hereafter as the “Parties” and individually as a “Party”). WHEREAS, Client desires to contact investors with intentions of motion pictures; and WHEREAS, Provider renders services that facilitate the introduction of potential investors including, but not exclusively, Listed Potential Investors (as defined below); WHEREAS Provider is willing to offer services that facilitate the introduction of potential investors to Client subject to the terms and conditions contained in this Agreement; NOW THEREFORE, for consideration of the promises contained herein, the Parties agree as follows: I. SERVICES During the term of this Agreement, Client agrees to compensate provider consistent with the terms and conditions herein in connection with the introduction of potential investors, as set forth below (collectively, the “Services”). 1.1 Listed Potential Investors. As used in this Agreement, the term “Listed Potential Investor(s)” shall mean any information disclosed by the Provider to the Client that relates to individuals and/or companies (and their respective associates, employees, officers, directors, investors, co-investors, affiliates, etc.) that invest in ventures including, but not limited to, motion pictures. 1.2 Provider Compensation: If during the Term of this Agreement, or any time thereafter, Client enters into any Agreement with any Financier(s) introduced to Client by Provider, to invest in, lend for, or finance production of the Picture, then Provider shall receive an amount equal to __________ percent (______%) of all and any monies secured by Provider and accepted by Client, ("Investment"). Provider's Commission shall be payable and due after the Investment is made available to Client for disbursement. This Commission shall be deducted by client, and rendered within 72 hours of deposit. 1.3 Limitation of Services. The Parties agree that no additional services are contemplated by this Agreement, other than those specifically contained in this Agreement. Without limiting the foregoing, the Client hereby understands and agrees that Provider shall not be obligated to engage in any negotiations on behalf of Client and/or any Listed Potential Investor(s), nor otherwise provide any other advice or information to Client and/or any Listed Potential Investors except as specifically set forth. II. TERM OF AGREEMENT. 2.1 The “Term” of this Agreement shall be ___________ (____) months /years beginning upon execution of this Agreement. If, at the end of the Term, Provider and/or Client’s legal counsel is actively engaged in negotiations with a potential financier on behalf of Client, this Agreement shall continue in effect for the sole purpose of concluding those negotiations. During the term of the Agreement, on a monthly basis Provider shall communicate to Client and or its approved representatives, information confirming its solicitation activities. This “solicitation record” shall include: A. the day and date of the submission, B. the Company or Person solicited, C. date of last communication with solicitee and the results of that communication. In the event Client enters into an Agreement with any of the financiers introduced to Client by Provider, as evidenced by this solicitation record, within 24 months after the expiration of this Agreement, Provider shall be entitled to the compensation packaged detailed in this Agreement. III. TERMINATION 3.1 Provider Termination. Provider may terminate this Agreement, at its sole discretion, effective upon written notice to Client. Notice of termination shall be delivered by certified mail or personal delivery. 3.2 Effect of Termination. In the event of termination of this Agreement for any reason, Client shall immediately destroy and cease use of any information provided within this Agreement including, but not limited to, information relating to Listed Potential Investors. In addition, Client shall remain liable to Provider for payment of all Provider Fees due and payable through the date of such termination. 3.3 Non-Solicitation. Upon expiration or termination of this Agreement, Client shall not solicit, offer work to, employ, or contract with, whether as a partner, employee or independent contractor, directly or indirectly, any Listed Potential Investor(s) (or by any third party procured as a result of any actions taken by a Listed Potential Investor) for a period of twelve (12) months subsequent to such termination or expiration (the “Non-Solicitation Period”). Notwithstanding the foregoing, this section shall not limit Client’s ability to continue working with any Listed Potential Investor(s) (or by any third party procured as a result of any actions taken by a Listed Potential Investor) that has provided an investment during the term of this Agreement, provided that Client has fully paid the applicable Provider Fee(s). In the event of a breach of this provision, Client shall pay compensation to Provider in the form of liquidated damages an amount equal to the greater of any proceeds offered or paid to Client by the applicable Listed Potential Investor(s) (or by any third party procured as a result of any actions taken by a Listed Potential Investor) during the Non-Solicitation Period. © Copyright 2013 Docstoc Inc. 3 IV. CONFIDENTIAL INFORMATION. 4.1 Client hereby agrees that the Listed Potential Investors and all information provided by Provider and not in the public domain relating thereto shall be considered confidential. Client hereby represents and warrants that it will keep this information in no less confidential a manner than it keeps its own most confidential information but in no event shall less than reasonable care be exercised to prevent unauthorized disclosure. Listed Potential Investors and all information relating thereto shall at all times remain, as between the Parties, the property of Provider. No right, title or interest in or to the information relating to the Listed Potential Investors is granted by this Agreement. The Client shall receive, use and consider the information relating to the Listed Potential Investors solely and exclusively for the purposes described herein. Client shall not duplicate in any manner or disclose to any third party the information relating to the Listed Potential Investors or any part thereof. The Client shall be solely responsible for any unauthorized use or disclosure of any information disclosed by Client relating to the Listed Potential Investors, regardless of the nature thereof or the identity of the unauthorized user or disclosure thereof. Client acknowledges and agrees that Provider may provide other persons with information relating to the Listed Potential Investors and nothing in this Agreement shall act so as to prevent Provider from doing so. V. INDEMNIFICATION 5.1 Client shall indemnify, defend and hold harmless Provider, its affiliates, and its and their respective agents including but not limited to directors, officers, employees from and against any and all liabilities, damages, claims, losses, costs, expenses, judgments or settlements, including attorney’s fees and disbursements, in respect of any breach by Client of this Agreement and in respect of any and all claims brought by third parties to the extent directly and proximately caused by the negligent or willful misconduct of Client. VI. LIMITATION OF LIABILITY. 6.1 Provider’s aggregate liability to client or any third parties for any and all damages in any way related to this Agreement, regardless of whether the claim for such damages is based in contract, tort, strict liability, or otherwise, shall not exceed the fees received by provider from Client hereunder. VII. MISCELLANEOUS 7.1 Law and Forum: This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________. Each of the Parties in any suit, action or proceeding arising out of or relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the State of _______ and the United States District Court for the district of ______________over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it © Copyright 2013 Docstoc Inc. 4 may now or hereafter have to the above mentioned Court having jurisdiction of the Parties hereto and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding upon it. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. 7.2 Neither Party to this Agreement shall assign, sublet or transfer all of any part of its interest in this Agreement without the prior written consent of the other Party. 7.3 Articles 4, 5, 6 and 7 shall survive the expiration or termination of this Agreement. 7.4 Failure of either Party to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions or of the right thereafter to enforce such provisions. 7.5 This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns, as may be permitted hereunder. Amendment or modified of this Agreement must be done in writing and be signed by both Parties. 7.6 In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 7.7 No Obligation: Nothing in this Agreement shall obligate Client to enter into an Agreement with any Financiers. 7.8 No Sale of Securities: Provider agrees not to sell or offer to sell securities related to investing in the development and/or production of the Picture. Provider agrees to indemnify and hold Client harmless from any and all claims, losses, expenses or damage and expense (including reasonable attorneys' fees) upon a breach or claim of breach of this provision. 7.9 Modification: No modification, supplement, or amendment to this Agreement may be made unless agreed to by the Parties in writing. 7.10 Notices/Statements/Consents: Notices/Statements/Consents shall be sent by certified (return receipt requested), registered mail, fax, or email to the address provided hereunder, or any other addresses the Parties designate by notice: to Client: [Instruction: include address, fax number and email address] © Copyright 2013 Docstoc Inc. 5 to Provider: [Instruction: include address, fax number and email address] IN WITNESS WHEREOF, the abovementioned Parties have duly executed and delivered this AGREEMENT as of the Effective Date. CLIENT: PROVIDER: By: ______________________________ By: ________________________________ Name: . Name: Its: Its: © Copyright 2013 Docstoc Inc. 6
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