THIS AGREEMENT is made this ______ day of
_______________ by and between
Venture Planning Associates,
hereinafter referred to as ("CONSULTANT") and ____________________ hereinafter
referred to as ("CLIENT").
The following represents our agreement, in
consideration of each other's promises or acts with respect to this Finder's Fee
Agreement. Consultant has introduced and/or will introduce potential
to Client in return for Client's agreement to pay Consultant (or nominee)
compensation for these introductory services if an investment is made.
Therefore, the parties herein agree as follows:
1. Investor. The "registered"
Investors, i.e., those investors which Consultant will introduce to Client, will
be named and listed by separate cover letter(s), and such letters) shall be
governed by, and included under the provisions of this Agreement as if included
Further, the compensation you have agreed to
pay Consultant shall be payable in the event any registered investor, associate,
co-investor or other entity procured by a "registered" Investor purchases from,
invests in or advances funds toward Client's project and/or company. All are
defined as an "Investor."
2. Initial Investment. Should an
Investor purchase, invest and/or loan monies, properties,
patents (or anything
of value) toward any of Client's projects and/or Client's company (all defined
as "Company"), regardless of the form such proceeds are so invested, then Client
agrees to pay Consultant six percent (6 %) of the proceeds (or value) so
purchased, invested and/or loaned to the Company. this compensation to
Consultant shall be based upon the gross amount invested, prior to any
deductions, expenses or offsets of any kind. Payment will be made by cashier's
checks or money order payable to the order of Consultant upon Client's receipt
of funds (or value).
3. Other Investments. Should Investor
invest additionally In Client's Company after the initial investment is made,
Client will pay Consultant a fee of six percent (6%) of any such additional
funds (or value) later invested. This fee will be paid to Consultant upon
Client's receipt of funds (or value). These provisions for compensation, as to
other funding, shall last for a period of three (3) years from the date any
Investor first Invests In Client's Company.
4. Limitation of Service. This
Agreement relates solely to Consultant's services as a finder in introducing
Client to prospective investors. There are no additional services that
Consultant is required to perform to be entitled to the above compensation in
the event an investment is made. Consultant will not engage in any negotiations
whatsoever on behalf of Client or any investor. Nor will Consultant provide
Client or any investor with information which may be used as a basis for such
negotiations. Consultant will have no responsibility for nor will Consultant
make recommendations concerning the terms, conditions or provisions of any
agreement between Client and an investor, including the manner or means of
consummating the transaction.
CONSULTANT REPRESENTS THAT IT IS NOT A
LICENSED SECURITIES DEALER, AND THAT THIS AGREEMENT IS NOT INTENDED FOR T14E
PURPOSE OF BUYING, SELLING OR TRADING SECURITIES.
5. Miscellaneous. This Agreement shall
be binding upon all parties and their respective estates, heirs, successors and
permitted assigns. This Agreement may be 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.
Should any legal proceeding be necessary to construe or enforce the provisions
or 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 Hawaii shall govern the validity of this Agreement. Your signature below
shall bind you to the terms and conditions of this Agreement.
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