Venture Capital Finder's Fee Agreement
To: __________________________ __________________________ __________________________ __________________________ ATTENTION RE: FINDER'S FEE AGREEMENT The following represents our agreement, in consideration of each other's promises or acts. This Agreement is entered into on ______________ I, W. Scott Fraley, have provided you and/or will, directly or indirectly, provide you with a list of "Listed Venture Capitalists" in return for your agreement to pay me compensation or a finder's fee for this introductory service if an investment, directly or indirectly, results as a consequence of this service. We agree as follows: 1. Listed Venture Capitalist. The Listed Venture Capitalists, i.e., those Venture Capitalists which I will provide to you on a separate list, shall be termed "Listed Venture Capitalists" in this Agreement. Those Listed Venture Capitalists shall be defined as any Venture Capitalist provided on the list or their associates, co-venture capitalists, investors, co-investors or any other entity, procured through a Listed Venture Capitalist who invests with you, in your projects and/or your company. Listed Venture Capitalists shall be governed by and included under the provisions of this Agreement as if they were listed herein. Further, the compensation you have agreed to pay me shall be payable in the event any Listed Venture Capitalist invests with you, in your projects and/or your company. 2. Initial Investment. Should a Listed Venture Capitalist directly or indirectly invest monies, properties, patents (or anything of value) into one of your projects and/or your company (all are defined as "Company"), regardless of the form such proceeds are so invested, then you agree to pay as compensation under this Agreement _TWO__ percent (__2__%) of the proceeds (or value) so invested in the Company. This compensation shall be based upon the gross amount invested, prior to any deductions, expenses, or offsets of any kind, and shall be paid within ten (10) days of receipt of funds (or value). Any compensation described in Paragraphs 2 or 3 of this Agreement shall be due and payable if and when a Listed Venture Capitalist delivers the investment to the Company. 3. Other Investments. Should a Listed Venture Capitalist invest additionally in your Company after the initial investment is made, you will pay me an additional fee of ONE percent (_1_%) of any such additional funds (or value) later invested. This fee shall be paid to me within ten (10) days of receipt of funds (or value). These provisions for compensation, as to other funding, shall last for a period of two years from the date any Listed Venture Capitalist first invests in your Company. 4. Limitation of Services. This Agreement relates solely to my services rendered in providing you with the list of Listed Venture Capitalists. There are no additional services that I am required to perform to be entitled to the above compensation in the event an investment is made. I will not engage in any negotiations whatsoever on behalf of you or any Listed Venture Capitalist or investor. Nor will I provide you or any Listed Venture Capitalist or investor with information which may be used as a basis for such negotiations. I will have no responsibility for, nor will I make recommendations, concerning the terms, conditions or provisions of any agreement between you and any Listed Venture Capitalist, or the manner or means of consummating the transaction.
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Additionally, I represent that I am not a licensed securities broker or dealer, or investment advisor, and that this Agreement is not intended for the purpose of buying, selling, or trading securities., or offering counsel or advice with respect to any of such activities. lam not entitled to receive any finder's fee until a Listed Venture Capitalist actually makes an investment with you or your Company. 5. Miscellaneous. This Agreement shall be binding upon all parties and their respective estates, heirs, successors, and permitted assigns. This Agreement maybe changed only by the written consent of all parties. This Agreement may not be assigned by either party without the written consent of the other. This Agreement is the entire agreement between us. There are no understandings., representations, or warranties between us concerning our agreement except as set forth in this Finder's Fee Agreement. Should any legal proceeding be necessary to construe or enforce the provisions of this Agreement, then the prevailing party in such legal action shall be entitled to recover all court costs, reasonable attorney fees, and costs of enforcing or collecting any judgment awarded. The judgment by any court of law that a particular section of this Agreement is illegal shall not affect the validity of the remaining provisions. It is our intention that the laws of the State of California shall Govern the validity of this Agreement. Our signatures below shall bind us to the terms and conditions of this Agreement. We both understand, agree, and accept the above terms and conditions of this agreement. Signature: _____________________________ Title (if acting for a Corporation): ____________________________________ Address: _____________________________ City, State, Zip: ________________________ Date: ________________ Client Signature: __________________________ Title (if acting for a Corporation): ______________________________________ Address: _______________________________ City, State, Zip: __________________________ Date: ______________
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