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Finder's Fee Agreement
"I need a finder's fee agreement for a capital markets transaction involving a $10 million deal, with a 2% commission payable upon successful closing, and a 12-month exclusivity period."
What is a Finder's Fee Agreement?
A Finder's Fee Agreement is a legal contract where someone promises to pay a fee to another person who helps them find and connect with valuable business opportunities, partners, or resources. In the Philippines, these agreements are common in real estate, business matchmaking, and investment sectors - especially when brokers or agents help locate potential buyers, investors, or strategic partners.
The agreement spells out important details like the specific fee amount (usually a percentage of the deal value), when payment is due, and what counts as a successful connection. Filipino business law recognizes these contracts as valid and enforceable, but they must be in writing and clearly state all terms to avoid disputes about compensation or referral arrangements.
When should you use a Finder's Fee Agreement?
Use a Finder's Fee Agreement when working with intermediaries who connect you to valuable business opportunities in the Philippines. This document becomes essential before letting someone search for potential buyers, investors, or business partners on your behalf - especially in real estate deals, corporate acquisitions, or investment matchmaking.
The agreement protects both parties by clearly defining the compensation terms before any introductions happen. For Filipino businesses, having this agreement in place prevents costly disputes over who discovered an opportunity and what fee they deserve. It's particularly important when dealing with high-value transactions or when multiple intermediaries might be involved in finding prospects.
What are the different types of Finder's Fee Agreement?
- Fixed Fee Agreements: Set a specific peso amount for successful introductions, common in straightforward property deals or small business sales
- Percentage-Based Agreements: Calculate fees as a portion of the final transaction value, typically used in large real estate or investment deals
- Time-Limited Agreements: Include expiration dates and exclusive rights periods, protecting finders who invest significant effort in searching
- Multi-Party Agreements: Structure compensation when multiple intermediaries collaborate to close deals, common in complex business transactions
- Industry-Specific Agreements: Tailored terms for sectors like real estate brokerage or investment banking, following Philippine regulatory requirements
Who should typically use a Finder's Fee Agreement?
- Business Owners: Companies or individuals seeking buyers, investors, or partners who agree to pay fees for successful introductions
- Business Brokers: Professional intermediaries who connect buyers and sellers in exchange for finder's fees, especially in real estate and M&A
- Investment Scouts: Individuals who identify potential investors or investment opportunities for Filipino businesses
- Legal Counsel: Lawyers who draft and review agreements to ensure compliance with Philippine business laws
- Financial Advisors: Professionals who facilitate business matchmaking and structure deal terms, including fee arrangements
How do you write a Finder's Fee Agreement?
- Core Deal Terms: Define the exact business opportunity, target connections, and success criteria that trigger fee payment
- Fee Structure: Determine fee amount or percentage, payment timing, and any performance milestones
- Party Details: Gather complete business information and credentials of both finder and hiring party
- Time Limits: Set clear duration for finder's rights and specify when the agreement expires
- Exclusivity Terms: Decide if the finder has exclusive rights to introduce specific opportunities
- Documentation: Outline required proof of introduction and deal attribution process
What should be included in a Finder's Fee Agreement?
- Identification Section: Complete details of both finder and hiring party, including business registration numbers
- Scope Definition: Clear description of target opportunities and what constitutes a qualifying introduction
- Compensation Terms: Detailed fee structure, payment timing, and conditions for fee eligibility
- Duration Clause: Specific start and end dates of the agreement's effectiveness
- Confidentiality Terms: Protection of sensitive business information shared during introductions
- Dispute Resolution: Philippine jurisdiction choice and agreed method for resolving conflicts
- Execution Block: Proper signature spaces with witness requirements under Filipino law
What's the difference between a Finder's Fee Agreement and an Agency Agreement?
A Finder's Fee Agreement differs significantly from a Agency Agreement in several key aspects under Philippine law. While both involve intermediaries, their scope and legal obligations vary considerably.
- Legal Relationship: Finders merely introduce parties and have no authority to negotiate or bind their clients. Agents can represent their principals directly in negotiations and transactions
- Compensation Structure: Finder's fees are typically one-time payments for successful introductions. Agency agreements often include ongoing commissions, retainers, or performance-based fees
- Liability Scope: Finders bear minimal liability once the introduction is made. Agents have fiduciary duties and can be held liable for negligent representation
- Duration: Finder's agreements usually end after successful introduction. Agency relationships tend to be ongoing and require formal termination
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