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Private Placement Agent Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Private Placement Agent Agreement

"I need a Private Placement Agent Agreement for our UAE-based technology company appointing a Dubai-based financial institution to raise Series B funding, with specific provisions for digital assets and cross-border investments, to be effective from March 2025."

Document background
The Private Placement Agent Agreement is a crucial document used when a company in the UAE seeks to raise capital through private placement of securities. It establishes the terms under which a licensed placement agent will market and facilitate the offering to qualified investors, ensuring compliance with UAE Securities and Commodities Authority (SCA) regulations, particularly Decision No. 3/R of 2017. This agreement is essential for companies looking to access private capital markets while adhering to UAE securities laws and regulatory requirements. The document covers agent appointment, services scope, regulatory compliance, compensation, and risk allocation, making it particularly relevant for both conventional and Islamic financial transactions in the UAE market. It includes specific provisions required by UAE law regarding investor qualification, disclosure requirements, and marketing restrictions.
Suggested Sections

1. Parties: Identification of the Principal/Company and the Placement Agent, including full legal names and registration details

2. Background: Recitals explaining the context, the Principal's intention to raise capital, and the Agent's qualifications

3. Definitions and Interpretation: Key terms used in the agreement, including regulatory terms as per UAE legislation

4. Appointment and Scope: Formal appointment of the agent and detailed scope of services

5. Agent's Authority: Extent and limitations of the agent's authority to act on behalf of the Principal

6. Regulatory Compliance: Obligations to comply with UAE securities laws and SCA regulations

7. Services and Obligations: Detailed description of services to be provided by the Agent

8. Principal's Obligations: Responsibilities and obligations of the Principal, including information provision

9. Fees and Expenses: Compensation structure, payment terms, and reimbursable expenses

10. Representations and Warranties: Standard and specific warranties from both parties

11. Confidentiality: Confidentiality obligations and data protection requirements

12. Term and Termination: Duration of the agreement and termination provisions

13. Liability and Indemnification: Liability limitations and mutual indemnification provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Cross-Border Provisions: Required when the placement involves multiple jurisdictions or international investors

2. Shariah Compliance: Needed when the placement involves Islamic financial products

3. Sub-Agents: Include when the Agent may need to appoint sub-agents

4. Force Majeure: Detailed force majeure provisions beyond standard clauses

5. Non-Competition: Restrictions on Agent's activities with competitors

6. Marketing Materials: Specific provisions regarding preparation and approval of marketing materials

7. Digital Services: When digital platforms or online services are used for placement

8. Data Protection: Enhanced data protection provisions when dealing with sensitive investor data

Suggested Schedules

1. Schedule 1 - Services Description: Detailed scope of services and deliverables

2. Schedule 2 - Fee Structure: Detailed breakdown of fees, commissions, and payment terms

3. Schedule 3 - Target Investors: Description of qualified investor categories and target markets

4. Schedule 4 - Compliance Requirements: Specific UAE regulatory requirements and compliance procedures

5. Schedule 5 - Required Disclosures: Mandatory disclosures and disclaimers as per UAE regulations

6. Schedule 6 - Marketing Guidelines: Guidelines for marketing materials and promotional activities

7. Schedule 7 - Due Diligence Requirements: Required due diligence procedures and documentation

8. Appendix A - Power of Attorney: If required, specific powers granted to the Agent

9. Appendix B - Form Documents: Standard forms for investor communications and reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses







































Relevant Industries

Financial Services

Investment Banking

Private Equity

Real Estate Development

Technology

Healthcare

Infrastructure

Energy

Manufacturing

Professional Services

Islamic Finance

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Compliance

Corporate Finance

Investment Banking

Risk Management

Business Development

Corporate Secretariat

Treasury

Investment Relations

Financial Control

Islamic Finance

Capital Markets

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Compliance Officer

Investment Banking Director

Private Placement Manager

Corporate Finance Director

Legal Director

Business Development Manager

Risk Manager

Corporate Secretary

Investment Relations Officer

Fund Manager

Managing Director

Financial Controller

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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