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Private Equity Finder's Fee Agreement
"I need a Private Equity Finder's Fee Agreement for engaging an independent consultant to source healthcare sector deals in Southeast Asia, with a standard 2% success fee structure and Singapore law governing the agreement."
1. Parties: Identifies and provides details of the contracting parties - the Company (typically the PE firm or investor) and the Finder
2. Background: Sets out the context of the agreement, including the Company's desire to identify investment opportunities and the Finder's capability to introduce such opportunities
3. Definitions: Defines key terms used throughout the agreement, including 'Target Company', 'Investment', 'Success Fee', and 'Introduction'
4. Appointment and Scope: Details the appointment of the Finder and specifies the scope of services to be provided
5. Finder's Services and Obligations: Specifies the exact services to be provided by the Finder and their obligations in performing these services
6. Success Fee Structure: Details the fee calculation methodology, payment triggers, and payment terms
7. Payment Terms: Specifies the timing, method, and conditions for payment of fees
8. Regulatory Compliance: Addresses compliance with relevant Singapore laws and regulations, including securities laws and financial advisory regulations
9. Representations and Warranties: Contains standard representations and warranties from both parties
10. Confidentiality: Provisions regarding the handling and protection of confidential information
11. Term and Termination: Specifies the duration of the agreement and circumstances for termination
12. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Exclusivity: Optional provisions regarding exclusive rights to introduce certain opportunities, used when the Finder has unique access to specific targets
2. Tail Period: Provisions regarding fees for deals completed after agreement termination, used when there's significant lead time in deal completion
3. Non-Circumvention: Prevents the Company from bypassing the Finder to avoid fees, used in markets where direct access to targets is possible
4. Expense Reimbursement: Details regarding reimbursement of Finder's expenses, used when significant costs are expected
5. Sub-contractors: Provisions regarding the Finder's right to use sub-contractors, used when the Finder operates through a network
6. Intellectual Property: Provisions regarding ownership of materials and information, used when proprietary methods or materials are involved
1. Schedule 1: Fee Calculation: Detailed methodology for calculating success fees, including any sliding scales or thresholds
2. Schedule 2: Target Companies: List of pre-identified target companies or sectors, if applicable
3. Schedule 3: Excluded Opportunities: List of companies or opportunities explicitly excluded from the scope
4. Schedule 4: Compliance Requirements: Detailed compliance procedures and requirements
5. Appendix A: Introduction Certificate: Template for documenting formal introductions made by the Finder
6. Appendix B: Fee Invoice Template: Standard format for fee invoices and supporting documentation
Authors
Affiliate
Business Day
Company
Confidential Information
Effective Date
Excluded Opportunity
Fee
Finder
Force Majeure Event
Group
Introduction
Investment
Investment Period
Laws
Material Adverse Effect
Opportunity
Party/Parties
Professional Advisor
Regulatory Authority
Related Corporation
Relevant Investment
Success Fee
Successful Introduction
Singapore Dollar or SGD
Target Company
Term
Termination Date
Transaction
Transaction Value
Services
Exclusivity
Success Fee
Payment Terms
Regulatory Compliance
Representations and Warranties
Confidentiality
Non-Circumvention
Term and Termination
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Third Party Rights
Data Protection
Anti-Money Laundering
Non-Solicitation
Limitation of Liability
Indemnification
Costs and Expenses
Further Assurance
Relationship of Parties
Counterparts
Time of Essence
Waiver
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