EXHIBIT 10.8
Falcon Financial Consulting, LLC
Financing Finder's Fee Agreement
December 10, 2004
Siteworks Inc.
0000 X Xxxxx Xxx
Xxxxx Xxxxxxx 00000
Dear Xx. Xxxx Nurse
This will confirm the terms of our mutual understanding and agreement
("Agreement") in connection with the efforts of Xxxxxx X. Xxxxxxx ("Finder") to
obtain financing for Siteworks Building and Development,
("Company") as follows:
1. Appointment.
The Company hereby authorizes Finder, on a nonexclusive basis, to
identify investors, underwriters, joint venturers, lenders and/or guarantors
(collectively "Investors") interested in providing Financing (as defined below)
for the Company on terms acceptable to the Company and the Investors.
However, it is agreed that the Finder shall have no continuing role or
part of the negotiations or relationship between any Investors that the Finder
identifies to the Company (apart from any rights granted under section 2); and
that Finder is not now, nor shall it ever be, an agent of the Company. Finder
specifically warrants and represents that he shall not represent himself as an
agent of the Company and agrees to indemnify the Company for any liability, fees
(including attorney's fees), costs or expenses, or settlements which the Company
incurs as a result of any representation to third-parties by the Finder.
It is understood that Finder is acting as a finder only, is not a
licensed securities or real estate broker or dealer, and shall have no authority
to enter into any commitments on the Company's behalf, or to negotiate the terms
of Financing, or to hold any funds or securities in connection with Financing or
to perform any act which would require Finder to become licensed as a securities
or real estate broker or dealer.
2. Compensation.
If Financing is consummated by any Investor directed or introduced by
Finder to the Company or through the efforts of Finder within the terms of this
Agreement or any date after the terms of this agreement, then Finder shall be
entitled to a cash fee as follows:
3% of the total amount of financing
"Financing", as used herein, shall mean all amounts furnished to or for
the use of the Company with Investors directed or introduced by, or through the
efforts of, Finder after the date of this Agreement, whether by investment in
equity or debt securities of the Company, loans, loan commitments, guarantees of
indebtedness, leasing, sale and leaseback, joint ventures or licensing.
3. Fees.
The fees due Finder as set forth in Section 2 above shall be paid by
bank or cashier's check at the closing of Financing. In the event that a portion
of the Financing is completed in delayed increments, the fee shall be paid
pro-rata as each increment is advanced.
4. Termination.
This Agreement may be terminated upon 30 days written notice by either
party by written notice to the other party in accordance with the notice
provisions listed in section 7., but such termination shall not affect the
obligation of the Company to pay the finder's fee hereunder as to Financing
consummated indefinitely after such termination with any Investor directed or
introduced by Finder to the Company or through the efforts of Finder prior to
such termination.
5. Accurate Information.
The Company hereby represents and warrants that all information
provided Finder pertaining to the Company shall be true and correct; and the
Company shall hold Finder harmless from any and all liability, expenses or
claims arising from the disclosure or use of such information.
6. Applicable Law.
This Agreement is governed by and construed under the laws of the State
of California, and any action brought by either party against the other party to
enforce or interpret this Agreement shall be brought in an appropriate court of
such State in San Diego. In the event of any such action, the prevailing party
shall recover all costs and expenses thereof, including reasonable attorney's
fees from the losing party.
7. Notices.
Any notice, request, instruction or other document to be given under
this Agreement by either party to the other party shall be in writing and (a)
delivered personally; (b) sent by telecopy; (c) delivered by overnight express
(charges prepaid); or (d) sent by registered or certified mail, postage prepaid:
If to Company to: 0000 X Xxxxx Xxx
Xxxxx Xxxxxxx 00000
If to Finder to: 0000 Xxxxxxxx Xxxxxx, #0-000
Xxx Xxxxx, XX 00000
or at such other address for a party as shall be specified by like notice. Any
notice which is delivered personally, telecopied or sent by overnight express in
the manner provided in this section 8 shall be deemed to have been duly given to
the party to whom it is addressed upon actual receipt by such party. Any notice
which is addressed and mailed in the manner herein provided shall be
conclusively presumed to have been given to the party to whom it is addressed at
the close of business, local time of the recipient, on the third business day
after it is so placed in the mail.
8. Complete Understanding.
This Agreement and the Purchase Agreement constitute the entire
agreement and understanding between the parties and supersedes all prior
agreements and understanding, both written and oral, between the parties hereto
with respect to the subject matter.
9. Headings and Capitalized Terms.
The headings herein are for convenience only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of its
provisions
10. Successors and Assigns.
The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the parties and their respective successors and permitted
assigns. Neither Finder nor Company may assign their rights or delegate their
obligations under this Agreement without the prior written consent of the other.
11. Modification and Waiver.
None of the terms or conditions of this Agreement may be waived except
in writing by the party which is entitled to the benefits thereof. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by Finder and Company. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision (whether or not similar) nor shall such waiver constitute a continuing
waiver.
12. Invalid Provisions.
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws by any court of competent
jurisdiction, such illegality, invalidity or unenforceability shall not affect
the legality, enforceability or validity of any other provisions or of the same
provision as applied to any other fact or circumstance and such illegal,
unenforceable or invalid provision shall be modified to the minimum extent
necessary to make such provision legal, valid or enforceable, as the case may
be.
If the foregoing correctly sets forth our Agreement, please sign and
return the enclosed copy of this letter.
Sincerely,
____________________________________ss
(Finder)ss Xxxxxx X. Xxxxxxx
Falcon Financial Consulting, LLC
Its: President
AGREED TO AND ACCEPTED AS OF THE DATE HEREOF (Company) Siteworks, Inc.
By: _________________________________________
Ss/ Xxxx Xxxxxxx Xxxxx
Its: President
