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1. Parties: Identification of the Fund/Fund Manager and the Placement Agent
2. Background: Context of the agreement, basic information about the Fund and purpose of the engagement
3. Definitions and Interpretation: Key terms used throughout the agreement, including regulatory terms and interpretation rules
4. Appointment and Scope: Formal appointment of placement agent and detailed scope of services
5. Regulatory Compliance: Obligations regarding securities laws, registration requirements, and regulatory filings
6. Services and Obligations: Detailed description of placement agent's services, obligations, and standard of care
7. Territory and Exclusivity: Geographic scope of the placement agent's authority and any exclusivity provisions
8. Representations and Warranties: Key statements and assurances from both parties
9. Fees and Expenses: Compensation structure, payment terms, and expense reimbursement
10. Term and Termination: Duration of agreement and circumstances for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. Indemnification: Mutual indemnification provisions and liability allocation
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Tail Period Provisions: Terms regarding compensation for investors introduced during the term but investing after termination
2. Sub-Placement Agents: Terms governing the appointment and management of sub-placement agents
3. Non-Circumvention: Provisions preventing direct engagement with introduced investors
4. Marketing Material Approval: Process for approval of marketing materials and related responsibilities
5. Data Protection: Specific provisions for handling personal data under PIPEDA
6. Non-Competition: Restrictions on placement agent's activities with competing funds
7. Force Majeure: Provisions dealing with extraordinary events affecting performance
1. Schedule A - Fee Schedule: Detailed breakdown of placement fees, carried interest, and other compensation
2. Schedule B - Territory Definition: Specific definition of geographic territories and excluded territories
3. Schedule C - Services Description: Detailed description of specific services to be provided
4. Schedule D - Compliance Requirements: Specific regulatory compliance requirements and procedures
5. Schedule E - Approved Marketing Materials: List of pre-approved marketing materials and approval process
6. Schedule F - Investor Reporting Requirements: Format and frequency of investor reporting
7. Appendix 1 - Power of Attorney: If required, specific powers granted to placement agent
8. Appendix 2 - Form of Investor Notices: Standard forms for investor communications
Affiliate
Agreement
Applicable Laws
Business Day
Carried Interest
Closing
Commencement Date
Commitment
Confidential Information
Control
Cause
Effective Date
Eligible Investor
Exclusivity Period
Fee Schedule
Fund
Fund Documentation
Fund Manager
General Partner
Gross Asset Value
Indemnified Parties
Initial Closing
Intellectual Property Rights
Investment Committee
Investor
Key Person
Limited Partner
Limited Partnership Agreement
Management Fee
Marketing Materials
Net Asset Value
Offering Documents
Offering Memorandum
Permitted Disclosures
Placement Fee
Placement Period
Portfolio Company
Professional Advisor
Prospective Investor
Qualified Investor
Regulatory Authorities
Related Party
Securities Laws
Services
Sub-Placement Agent
Subscription Agreement
Tail Period
Target Investors
Territory
Term
Transaction
Transfer
Services
Exclusivity
Territory
Regulatory Compliance
Registration Requirements
Marketing
Due Diligence
Fees and Compensation
Expenses
Payment Terms
Representations and Warranties
Covenants
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Indemnification
Limitation of Liability
Force Majeure
Term
Termination
Tail Rights
Assignment
Amendments
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Anti-Money Laundering
Record Keeping
Reporting
Sub-Contracting
Marketing Approval
Investor Relations
Private Equity
Financial Services
Investment Management
Asset Management
Fund Distribution
Capital Markets
Alternative Investments
Wealth Management
Legal
Compliance
Investment
Business Development
Operations
Risk Management
Finance
Distribution
Client Relations
Fund Administration
General Counsel
Legal Counsel
Compliance Officer
Fund Manager
Private Equity Partner
Chief Investment Officer
Head of Distribution
Business Development Director
Chief Operating Officer
Risk Manager
Investment Director
Relationship Manager
Chief Financial Officer
Head of Legal
Head of Compliance
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