The problem is that some discoverers – especially “professionals” – could violate federal and regional title laws. In NTV Management, Inc., vs. Lightship Global Ventures, LLC, Massachusetts Supreme Judicial Court struck a first instance that found that a finder fee agreement was not applicable, since it was null and void under Massachusetts and Federal securities laws, since the finder was not registered as a broker. The Finder`s compensation agreement in question, like many of these agreements, held that The Finder (NTV Management, Inc.) had a commission on obtaining capital from investors and/or lenders that lightship Global Ventures, LLC needed to acquire Salary.com. The agreement also provided that, under certain conditions, if Lightship did not use NTV`s sources of capital to acquire Salary.com, a $330,000 consulting fee would be paid instead of a commission. After terminating its contract with NTV, Lightship completed the acquisition of Salary.com with a source of capital that was not associated with it by NTV. In the end, Lightship found that NTV was not owed to a commission or advisory fees related to the acquisition of Salary.com, and NTV sued for the payment of the commission or, failing that, the payment of the advisory fees. It is a common miscalcquentness among entrepreneurs and discoverers that paying a cash or equity tax is acceptable if the finder only makes introductions. It`s not true. It is a myth immortalized by entrepreneurs and discoverers who have not been caught. d. This finder royalty agreement contains the entire agreement between the parties regarding the purpose of this agreement and replaces and cancels any negotiation, agreement or prior commitment, oral or written, of the parties. This agreement can be executed in the opposite way and any agreement is an instrument.
Copies of signatures must be treated as originals. A common sanction sought by the SEC against issuers who use unregistered discoverers is to prevent the issuer from making future offers of Regulation D. This could, of course, have deadly consequences for a start-up dependent on private capital. Download (the Finder.docx agreement) and use this checklist if you are negotiating a search agreement to help you reach agreement on important issues. Flip this Word document with the details to make it easier to write your agreements. From the effective date of this Agreement and until one of the agreements is denounced by one of the parties by making it available to the other at least five (5) days before the written notification, the Affiliate may, from time to time and at its discretion, refer to certain customers of the entity (hereafter referred to as “reference customers”).