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Placement Agent Engagement Letter
"Need a Placement Agent Engagement Letter for our UK-based fintech startup to engage Goldman Sachs as placement agent for a Series C fundraising round of £50 million, with an exclusive mandate starting March 2025."
1. Letter Header: Date, addresses, reference details and salutation
2. Engagement Confirmation: Clear statement confirming the appointment of the placement agent
3. Scope of Services: Detailed description of placement agent services to be provided, including fundraising targets and investor approach
4. Fees and Expenses: Compensation structure, including management fees, success fees, and expense reimbursement policies
5. Term and Termination: Duration of engagement and circumstances under which the agreement can be terminated
6. Exclusivity: Terms of exclusive/non-exclusive arrangement and any carve-outs
7. Regulatory Compliance: Confirmation of regulatory status and compliance obligations
8. Confidentiality: Terms regarding confidential information handling and non-disclosure obligations
9. Governing Law: Specification of English and Welsh law as governing law
1. International Marketing: Additional terms for cross-border marketing activities and regulatory compliance in other jurisdictions
2. Sub-placement Agents: Terms governing the appointment and management of sub-agents, if permitted
3. Key Person Provisions: Specific commitments regarding key personnel and project team members
4. Indemnification: Terms regarding mutual indemnification and liability limitations
5. Non-Circumvention: Provisions preventing direct approaches to introduced investors
1. Fee Schedule: Detailed breakdown of fee structure, calculations, and payment terms
2. Services Description: Comprehensive list of services and deliverables to be provided
3. Target Investors: List of potential investors to be approached and any excluded investors
4. Compliance Requirements: Specific regulatory compliance obligations and requirements
5. Required Disclosures: Standard regulatory disclosures and risk warnings
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