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The document titled 'Engagement Letter and Success Fee Agreement from Advisor / Consultant' is an agreement between Party 1 and the Investor. The document serves to confirm the verbal agreement between the parties regarding the engagement and fee agreement. The document starts with a brief introduction, addressing Party 1 and stating that the agreement confirms their engagement and fee agreement. The scope of engagement is then described, stating that the Advisor will provide certain services to the Investor in relation to a specific project. The fees to be paid by the Investor to the Advisor are outlined, including a success fee equivalent to a certain percentage of the aggregate investment amount. The payment terms are specified, stating that the success fee shall be paid within 7 days of signing the investment contracts. The document also clarifies that certain payments, such as those associated with non-compete agreements or advisory agreements, will not be included as part of the success fee. The Investor is responsible for their own due diligence expenses and other costs. The document includes miscellaneous provisions, including a confidentiality agreement, termination clause, and notice requirements. It also states that the agreement supersedes any previous agreements between the parties and that any amendments must be in writing and executed by both parties. The document concludes with a jurisdiction clause and a closing statement expressing the Advisor's anticipation of working with Party 1 and their colleagues.
To use the 'Engagement Letter and Success Fee Agreement from Advisor / Consultant' document, follow these steps:
1. Review the document: Familiarize yourself with the contents of the agreement, paying attention to the introduction, scope of engagement, fees, payment terms, and miscellaneous provisions.
2. Customize the document: Fill in the necessary information, such as the names and addresses of the parties, the date, and any specific details related to the project or engagement.
3. Specify the success fee: Determine the percentage of the aggregate investment amount that will serve as the success fee for the Advisor. Ensure that this is agreed upon by both parties.
4. Clarify payment terms: Specify the timeframe within which the success fee should be paid, which is within 7 days of signing the investment contracts. Designate the bank account to which the fees should be paid.
5. Exclude certain payments: If there are any payments that should not be included as part of the success fee, clearly state this in writing. Examples include non-compete agreements or advisory agreements.
6. Consider due diligence expenses: Understand that the Investor is responsible for their own due diligence expenses and other costs that are intrinsic to standard practice.
7. Maintain confidentiality: Both parties should agree to keep any proprietary information confidential, unless required by applicable law or judicial process.
8. Termination and notice: Familiarize yourself with the termination clause, which allows either party to terminate the agreement with at least ten (10) days written notice. Note that certain provisions, such as confidentiality and the Investor's obligation to pay fees, will survive termination.
9. Communication and delivery of notices: Ensure that all communication and delivery of notices are made in writing or by email. Use the identified addresses, emails, and telephone numbers of each party.
10. Seek legal advice if necessary: If you have any concerns or questions about the agreement, consider consulting with a legal professional to ensure that your rights and obligations are protected.
Please note that this guidance is for informational purposes only and does not constitute legal advice. It is important to consult with a qualified legal professional to address your specific circumstances and requirements.