STRATEGIC FINDER’S FEE AGREEMENT
STRATEGIC FINDER’S FEE
AGREEMENT
THIS AGREEMENT is made this
May 12 2010, by and between Xxxx Xxxxxxx, an individual, and his assignee
(hereinafter referred to as "Finder") and Indigo Energy, Inc., a
Nevada Corporation (INDIGO), and its subsidiaries, assignees, affiliates, agents
and/or representatives (hereinafter
referred to as "Company").
Recitals
Whereas, Company is seeking
funding to execute on its business plan and Company desires that
Finder provide such services to Company with respect to same; and
Whereas, Company and Finder
desire to enter into an agreement for such services on the terms and conditions
described herein.
NOW THEREFORE, for valuable
consideration, receipt of which is hereby acknowledged, Company and Finder agree
as follows:
ARTICLE
I
Definitions
Article
1.1. “Strategic
Relationships” shall mean those persons and entities that provide necessary
channels, alliances, partnerships, joint ventures, financing, mergers and
acquisitions or other relationship or combinations that furthers the strategic
growth, value and operational, marketing, sales and financial plans of
Company.
Article
1.2 “Transaction Value”
shall mean the value of the consideration given in respect of the said
transaction, financing, including equity, debt or other financing, including,
but not limited to any assumption of liabilities, cash, or strategic alliance
agreements. Moreover, the Finder will be seeking a minimum of Ten
Million ($10,000,000) Dollars of Transactional Value.
Article
1.3 "Fee" is the amount
paid to Finder as set forth in Article III herein.
ARTICLE
II
Services
of Finder
Article
2.1. Services by Finder.
The function of the relationship will be to provide services including but not
be limited to finding funds for operations and execution of the Company’s
business plan.
Article
2.2 Non
circumvention. Company, and its subsidiaries, affiliates, officers,
employees, agents and/or representatives shall not circumvent, solicit or
contact any persons or entities introduced by Finder to Company, without due
consideration and compensation paid to Finder.
Article
2.3 Non-
Exclusivity. During the term of this agreement the company is free to
work with any other party to provide the services contemplated in this agreement
so long as that relationship does not interfere with this agreement [i.e. an
“exclusive” relationship unless there’s a specific “carve-out” for this
agreement].
1
ARTICLE
III
Finder’s
Fees Payable to Finder
Article
3.1 Finder’s Fees. In consideration for the
services rendered by Finder and contemplated herein, Company agrees to pay
Finder a fee equal to ten percent (10%) of the gross amounts raised and
deposited into the Company account.
In
addition, Finder will also be entitled shares of common stock in the Company,
such shares shall be restricted by SEC Rule 144, in the amount of one
share for each ten dollars raised irrespective of whether the funds are equity
or debt [i.e. $10MM raised would equal 1 million shares]. Said shares are to be
issued in the name of Finder within 30 days of receipt of
funding.
*
Finder’s Fee shall only be deemed to be earned upon the Company’s receipt of
actual proceeds and the Finder’s Fee will be remitted to Finder via wire to the
bank of choice by Finder with in Five (5) days of receipt of actual
proceeds.
ARTICLE
IV
Term
and Termination
Article
4.1
Term. This Agreement is for a period of Six (6) Months commencing on
the date this Agreement is executed by the Company (“Initial Period”) and
thereafter, this Agreement shall continue month-to-month in accordance with the
terms set forth herein until terminated. After expiration of the
Initial Period, this Agreement may be terminated at any time by either party
with or without cause upon thirty (30) days’ notice of termination.
Article
4.2 Termination. In
the event this Agreement is terminated by Company and no subsequent similar
agreement is entered into by the parties, Finder shall be entitled to its Fee
from Company for a period of One (1) Year following termination on all
compensation that is directly attributable to Finder as read in conjunction with
paragraph 2.2 set forth above.
ARTICLE
V
Documents,
Information and Referrals
Article
5.1. Company agrees to
provide Finder with all documents and information, including but not limited to
financial information, summary and full business plans, whether confidential or
not, reasonably necessary or required by Finder. Finder agrees to
maintain the confidentiality of such information, and to require any party to
whom confidential information is disclosed to execute an appropriate
nondisclosure agreement. Finder shall notify Company of its intention
to disclose confidential information to a party for prior approval by Company,
which may be withheld for any reason by Company. Company agrees to
use reasonable efforts to make directors and officers available for meetings
upon reasonable notice by Finder in connection with the preparation of any
presentation of documents connected with the activities of Finder.
Article
5.2. Company shall
cooperate with Finder and provide such non-confidential information as Finder
reasonably requests in order to aid Finder in its efforts.
Article 5.3 Both parties will keep confidential and not disclose to
any third party any confidential information of either party made available to
other pursuant to this Agreement and will use the confidential information only
in connection with the execution of the obligations and duties contemplated by
this Agreement. “Confidential Information” shall include all
information concerning either party that is deemed confidential through marking,
in writing or memorandum, or that by its nature, should be considered
confidential, excluding any information that is generally available to the
public, or any information which becomes available to either party on a
non-confidential basis from a third party who is not known by either party to be
bound by a confidentiality obligation of this Agreement; provided, however, that
such confidential information may be disclosed (i) to either party's officers,
directors, employees, counsel and accountants in connection with its engagement
hereunder, who shall be informed of the confidential nature of the information
and that such information is subject to a confidentiality agreement; (ii) to any
person with the written consent of the disclosing party, subject to execution of
an appropriate nondisclosure agreement; or (iii) if, upon the advice of counsel,
either party is compelled to disclose such information (in which case the party
compelled to disclose shall, to the extent permitted by applicable law, rule or
regulation, and practicable under the circumstances, advise the other party in
writing prior to such disclosure and shall consult with the other party with
respect to the form and timing of disclosure).
2
ARTICLE
VI
General
Provisions
Article
6.1 The validity,
performance, construction and effect of this Agreement shall be governed by the
laws of the State of Nevada, without regard to conflicts of law
rules. Any disputes arising under this Agreement shall be submitted
to arbitration before a single arbitrator in accordance with such rules as the
parties jointly agree, to be conducted in Nevada. If the parties are
unable to agree on arbitration procedures, arbitration shall be conducted in
accordance with the then applicable Commercial Arbitration Rules of the American
Arbitration Association. Judgment upon the award rendered by the
Arbitrator may be entered in any Court having jurisdiction. The
parties are responsible for their respective legal fees.
Article
6.2 All
notices, requests, demands, and other communications required or that may be
given hereunder shall be in writing [to the addresses listed on the signature
page] and shall be deemed to have been duly given when received, if delivered in
person, or sent by certified mail, postage prepaid, return receipt requested or
sent by nationally recognized overnight courier service, and addressed to the
last known address of the parties hereto.
Article
6.3 This Agreement may be
executed in one or more counterparts, which taken together shall constitute one
instrument. Each party has cooperated in the drafting and preparation
of this Agreement. In any construction to be made of this Agreement,
the same shall not be construed against any party on the basis that the party
was the drafter.
Article
6.4
Nothing contained herein shall be construed to create an employer-employee,
partnership or joint venture relationship between the parties, it being
understood that Finder, while acting under the terms of this Agreement, is an
independent contractor.
Article
6.5 The
parties understand that Finder does not guarantee that any Transaction will
occur or any terms that may be offered by other parties to a
transaction.
Article
6.6
Finder and
Company agree that: (i) Finder is not a
“broker” or a “dealer” as defined under any applicable federal and/or state
securities laws; (ii) Finder shall not
engage in any acts for which he is required to be a
broker/dealer; (iii) Finder
shall solely act to introduce
Tagged Parties to the
Company; and shall not engage in any sales
efforts in connection with any Investment by any person or entity in
Company; (iv) Finder shall not
participate in any negotiation of the terms of any such Investment, and
(v) Finder shall not give any advice to
anyone regarding the valuation of, potential return on, or the terms of
any Investment in, any securities of Company, except as
authorized by the Company in
writing. Finder makes no
representations, warranties or guaranties of any
specific results or success.
Article
6.7 Company agrees to
defend, indemnify and hold Finder harmless from any and all claims, liabilities,
debts, actions, judgments and/or settlements, including reasonable
attorneys’ fees, which may arise as a result of Company's business,
securities offerings and dealings, or from a
breach of its obligations, representations and warranties as set forth in
this Agreement. Finder
agrees
to defend, indemnify and hold Company harmless
from any and all claims, liabilities, debts, actions, judgments and/or
settlements, including reasonable attorneys’ fees, which may result from its
breach of obligations, representations and warranties under this
Agreement.
Article
6.8 This Agreement,
including any Exhibits and documents referred to in this Agreement or attached
hereto, constitutes the entire understanding of parties with respect to its
subject matter and there are no oral or written representations, understandings
or agreements relating to the subject matter of this Agreement which are not
fully expressed herein. This Agreement may only be amended by a
writing signed by authorized representatives of both parties.
3
IN
WITNESS WHEREOF, the parties have executed this instrument as of the dates set
forth below:
|
Finder:
|
Company:
|
||||
| Xxxx Xxxxxxx |
Indigo Energy,
Inc.
|
||||
| 0000 Xxxx Xx., Xxxxx 000 |
701 X. Xxxxx \Valley Parkway,
Suite 200
|
||||
| Newport Beach, CA 92660 |
Xxxxxxxxx,
XX 00000
|
||||
| By: Xxxx Xxxxxxx, an individual |
By: Xxxxx Xxxxxx,
President
|
||||
| Dated: |
Dated:
|
||||
| SSN: | |||||
4
