FINDER'S FEE AGREEMENT

 
In consideration of a Finder's Fee (as defined below), payable only upon the successful
consummation of the services (hereinafter "Discovery"), [Insert Name of Finder Here] ("Finder")
of [Insert Address of Finder Here], agrees to assist [Insert Name of Client Here] ("Client") of
[Insert Address of Client Here], in the Discovery. For purposes of this agreement ("Agreement"):
 
[Describe the Specific Services or Deliverables to be Provided]
 

1. Discovery.

Finder's "Discovery" of clients shall occur only if the clients are identified and introduced by
Finder and acknowledged by Client in writing during the Retention Period (as defined below).
Finder shall not be deemed to have discovered any clients who contacted or were contacted by
Client on or before the Effective Date (as defined below), or any clients who hereafter contact or
are contacted by Client after the Effective Date before being identified and introduced in writing
by Finder to Client (if at all) (collectively, "Independent Contacts"). Client shall attempt to
provide Finder with an updated list of Independent Contacts from time to time, but any delay or
failure by Client to do so shall not constitute a waiver of or otherwise prejudice any of Client's
rights or impose any obligations on Client hereunder.
 

2. Business Transaction.

For purposes of this Agreement, the "Business Transaction" shall be defined as assisting Client
in finding clients on the terms and conditions acceptable to Client. The Client reserves all rights,
in its sole and absolute discretion, and without any obligation to pay a Finder's Fee or any other
sum to Finder, to withdraw from negotiations concerning any proposed Business Transaction,
and/or accept or reject any finding by the Finder, or all or part of any proposed Business
Transaction, at any time, with or without cause. As used herein, "consummation" of the Business
Transaction shall not be deemed to have occurred unless and until, among other things:
 
[Describe Conditions to be Paid the Finder's Fee]
 

3. Term and Retention Period.

The non-exclusive right granted by this Agreement shall commence on November 30, 2020
("Effective Date") and the "Retention Period" shall continue for [Insert the Term of the
Agreement] at which point either party may indicate to the other, in writing, its prospective
intention to terminate this Agreement. Finder shall be entitled to its Finder's Fee during the
Retention Period, or, in the event a Business Transaction is consummated after the termination of
the Retention Period, and under the terms of this Agreement, within 30 days of the
consummation of the Business Transaction.
 

4. Exclusivity.

Finder's engagement under this Agreement is non-exclusive, and Client shall have the continuing
right to deal with, and consummate Business Transactions with, other clients not discovered by
Finder, either directly or through other brokers, agents, finders or other representatives, without
any obligation to pay Finder a Finder's Fee or any other sum.
 

5. Eligibility.

Finder shall be entitled to the Finder's Fee in the event that during the Retention Period (i) the
Business Transaction is consummated or materialized, and (ii) Finder discovered the clients to
assist Client during the Retention Period.
 

6. Date of Payment.

The Finder's Fee shall become due and payable by the Client immediately upon consummation
of the Business Transaction. Client shall have no obligation to pay Finder any Finder's Fee or
other amounts if the Business Transaction in question fails to close for any reason, including
without limitation, as a result of an actual or purported breach or default by Client.
 

7. Calculation of Finder's Fee.

For purposes of this Agreement, the Finder's Fee shall be paid in the amount of $[Insert Amount
Here] per Discovery.
 

8. Independent Contractor.

It is understood that this Agreement provides for the rendering of services by Finder as a finder
only, as described herein, and does not include the rendering of any other services, including due
diligence services. Finder acknowledges that it is an independent contractor and shall not be
deemed to be the Client's agent for any purposes whatsoever. Finder shall have no right or
authority to assume or create any obligation or liability, expressed or implied, for or on behalf of
Client, or to otherwise bind Client in any manner whatsoever.
 

9. Hold Harmless.

If Finder shall become entitled to a Finder's Fee under this Agreement, Finder hereby agrees to
indemnify, protect, defend and hold harmless Client and its affiliates from and against any and
all claims, actions, losses, liabilities, damages, liens, costs, or expenses (including, without
limitation, reasonable attorneys' fees and costs), however described, arising from any claim by
any other person or entity for brokerage or finder's fees, commissions, or similar compensation
in connection with any Business Transaction involving a Prospective Investor discovered by
Finder.
 

10. Sharing of Fees.

The Finder is specifically authorized to engage the services of any sub-agents and to share fees
and commissions with other agents, provided that full disclosure of any fee or commission
sharing is made to all parties.
 

11. Governing Law.

This Agreement shall be made in and shall be governed by and interpreted in accordance with
the laws of the State of [Insert State Here].
 

12. Confidentiality.

Finder agrees to:

(i) hold all confidential, non-public information received from Client or its affiliates, or their
respective representatives, strictly confidential,

(ii) use or release such information only in the performance of this Agreement, and not use or
release or permit the use or release of any of such information for any other purposes, and
(iii) return to Client all such information in whatever format (and all copies thereof) at the
conclusion of this engagement.
 

13. Attorneys' Fees.

If legal action is brought to enforce or interpret this Agreement or any of its provisions, the
prevailing party shall be entitled to reasonable attorneys' fees in addition to any other recovery to
which such party may be entitled.
 

14. Termination.

This Agreement may be so terminated by either party at any time, with or without cause. This
Agreement may be terminated by either party by the giving of written notice of termination to
the other. In the event that the Client sends a notice of termination after the Finder has incurred
specific, direct expenses in connection with this Agreement, the Client shall reimburse the Finder
for the amount of the expenses at the time of the termination.
 

15. Entire Agreement.

This Agreement contains all of the agreements of the Parties with respect to any matter covered
or mentioned in this Agreement and no prior agreements shall be effective for any purpose.
 

16. No Waiver.

Failure or delay of Client to declare any breach or default immediately upon occurrence shall not
waive such breach or default by the Finder.
 

17. Notices.

Any notices required to be given by the Parties shall be delivered at the addresses set forth at the
beginning of the Agreement. Any notices may be delivered personally to the addressee of the
notice or may be deposited in the United States mail, postage prepaid, to the address of the
parties.
 
 
IN WITNESS WHEREOF, this Finder's Fee Agreement by and between [Insert Name Here] on
behalf of [Insert Name of Finder Here] and [Insert Name Here] on behalf of [Insert Name of
Client Here] has been executed and delivered in the manner prescribed by law as of the date first
written above.
 
 
CLIENT:

[Insert Name of Client Here]

[Insert Name of Finder Here]