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Finders Fee Agreement For Raising Capital for the United States

Finders Fee Agreement For Raising Capital Template for United States

A legally binding agreement governed by U.S. securities laws that establishes the terms under which a finder will introduce potential investors to a company seeking capital. The agreement defines the scope of permitted activities, compensation structure, and compliance requirements under federal and state securities regulations, while protecting both parties' interests and ensuring regulatory compliance.

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What is a Finders Fee Agreement For Raising Capital?

The Finder's Fee Agreement For Raising Capital is essential when companies seek to engage individuals or entities to help secure investment capital. This agreement, governed by U.S. securities laws, carefully delineates permitted activities to avoid broker-dealer registration requirements while establishing clear compensation terms. It's particularly important in private placement scenarios and must comply with both federal and state securities regulations. The document typically includes specific provisions about investor introductions, fee structures, and regulatory compliance requirements.

What sections should be included in a Finders Fee Agreement For Raising Capital?

1. Parties: Identifies the finder and the company seeking capital

2. Background: Explains the company's intention to raise capital and the finder's proposed role

3. Definitions: Defines key terms including 'Qualified Investor', 'Success Fee', 'Investment', etc.

4. Services: Details the specific services the finder will provide and permitted activities

5. Compensation: Specifies fee structure, payment terms, and conditions for earning fees

6. Term and Termination: Duration of agreement and termination provisions

7. Representations and Warranties: Legal statements about parties' authority, compliance with laws, and broker-dealer status

8. Confidentiality: Protection of confidential information exchanged during the engagement

What sections are optional to include in a Finders Fee Agreement For Raising Capital?

1. Exclusivity: Optional provisions granting exclusive rights to introduce investors in specific territories or to specific targets

2. Tail Period: Optional provisions defining the period after termination during which finder remains entitled to fees for introduced investors

3. International Provisions: Optional terms governing cross-border activities and international investor introductions

What schedules should be included in a Finders Fee Agreement For Raising Capital?

1. Schedule A - Fee Structure: Detailed breakdown of fee calculations and payment terms

2. Schedule B - Qualified Investors: List of pre-existing relationships or excluded investors

3. Schedule C - Permitted Activities: Detailed list of authorized activities to ensure compliance with securities laws

4. Schedule D - Required Disclosures: Standard disclosures required by applicable securities laws and regulations

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Document Type

Fee Agreement

Cost

Free to use
Clauses




























Industries

Securities Act of 1933: Primary federal law governing the initial offering and sale of securities, requiring registration unless an exemption applies. Critical for determining how the finder can legally facilitate capital raising.

Securities Exchange Act of 1934: Regulates secondary market trading and defines broker-dealer activities. Section 15(a) specifically addresses broker-dealer registration requirements that may apply to finders.

State Blue Sky Laws: State-specific securities regulations that may impose additional requirements on finders and capital raising activities within each state's jurisdiction.

Regulation D: SEC rules governing private placement exemptions, particularly Rules 506(b) and 506(c), which are relevant for many capital raising activities that finders may be involved in.

FINRA Regulations: Rules and regulations set by the Financial Industry Regulatory Authority governing broker-dealer activities and professional conduct in securities transactions.

Investment Advisers Act of 1940: Federal law governing investment advisers, including registration requirements and fiduciary duties that may apply if the finder's activities cross into investment advice.

SEC Rule 10b-5: Anti-fraud provision prohibiting any act or omission resulting in fraud or deceit in connection with the purchase or sale of any security.

State Contract Laws: General contract law principles and requirements that govern the formation and enforcement of the finder's fee agreement at the state level.

Statute of Frauds: State law requirements that certain contracts must be in writing to be enforceable, which typically applies to finder's fee agreements.

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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