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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
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