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This document is a finder’s agreement between two parties, the Principal and the Agent. The Principal wants to acquire or sell the share capital of the Target and shareholders loans due to or from the Target. The Agent agrees to provide services to the Principal, and the agreement includes the terms and conditions to be followed.
The agreement defines some terms, including "Accounts", which means the financial statements of the Target. "Affiliate" means the direct or indirect subsidiary of the Subject Person, or any Person where the Subject Person holds more than 50% of the voting rights of the first Person at its general meeting or otherwise entitled to nominate more than 50% of the board of directors of the first Person. "Completion Date" means the latest date the instrument of transfer, bought and sold note, and deed of assignment of shareholders loan are to be signed by the Principal to that Agreed Person or its Affiliate(s) for the sale of the entire Sale Interest between them. "Net Premium" means the net premium for the sale of the entire Sale Interest, which is calculated based on total consideration, total assets of the Target, and total liabilities of the Target.
The Principal hires the Agent to source independent third-party purchasers or sellers for the Sale Interest on an exclusive basis for a specific term. The Principal will notify the Agent in writing of any other third-party purchasers that have approached the Principal to negotiate a proposed acquisition or sale of the Sale Interest with the Principal, and all such persons, including their Affiliates, are referred to as "Excluded Persons." The agreement also defines "Agreed Person," which is a third-party purchaser that is not an Excluded Person, and the Agent has introduced such a party to the Principal.
The agreement details the obligations of the Agent to provide its services to the Principal, including using its best efforts to source the Agreed Person and making introductions and facilitating meetings between the Agreed Person and the Principal. The agreement also specifies the compensation payable to the Agent, which is based on a percentage of the Net Premium for the Sale Interest.
The agreement prohibits the Principal from disclosing any confidential information to third parties without the Agent's prior written consent. It also contains non-circumvention and non-compete provisions to prevent the Principal from bypassing the Agent and engaging with any Excluded Persons directly or indirectly.
The agreement outlines the consequences of a breach of contract by either party, including termination and payment of damages. It also specifies that the agreement represents the entire understanding of the parties and supersedes all prior negotiations, agreements, and understandings.
If you’re seeking to acquire or sell the issued share capital of a company or shareholders’ loans due from that company, you can use this Finder’s Agreement to engage an agent to help you source potential third-party purchasers or sellers of the company’s shares.
1. Interpretation The agreement contains definitions for key terms to help both parties understand the language used in the document.
2. Services The principal party engages the agent on an exclusive basis for a set period to source independent third-party purchasers to buy the entire share capital or to source independent third-party sellers to sell the entire share capital.
3. Excluded Persons The agreement sets out a list of persons that have already approached the principal party to negotiate a proposed acquisition or sale of the share capital. The principal party may notify the agent in writing of any other third-party purchasers or sellers, and these persons will also be referred to as excluded persons.
4. Agreed Person During the term, before any introduction or meeting between a potential third party and the principal party can occur, the principal party must first confirm in writing to the agent that it agrees to deal with that potential third party. This confirmed third party is called the “Agreed Person.”
5. Finder’s Fee The finder’s fee is due to the agent upon completion of a qualified transaction, which is the sale and purchase of the share capital between the principal party and the Agreed Person or its affiliate(s).
6. Confidentiality Both parties agree to keep confidential any information relating to the agreement and to only use it for the purpose of completing the transaction.
Using this Finder’s Agreement can help streamline the process of finding potential buyers or sellers of a company’s shares. The agreement clearly defines the roles and responsibilities of both parties, as well as key terms and conditions of the transaction, making it easier to navigate the process.