Business Finder Services

BUSINESS FINDER SERVICES AGREEMENT

This Business Finder Services Agreement ("Agreement") is entered into as of between:

WHEREAS

WHEREAS, Client requires professional assistance to identify and introduce potential acquisition targets or business opportunities for Client's review and possible acquisition; and

WHEREAS, Finder represents that Finder has the skills, contacts and experience to identify, evaluate and introduce potential opportunities that may meet Client's criteria and is willing to provide such finder services under the terms set forth herein.

SCOPE OF WORK

Finder shall use commercially reasonable efforts to identify, evaluate and present to Client potential businesses, assets or opportunities that conform to Client's stated acquisition criteria. Finder shall perform the services as an independent contractor and not as an agent of Client. Specific duties include identification, initial screening, preparation of summaries and facilitation of introductions between Client and prospective targets.

PAYMENT TERMS

In consideration of the services provided by Finder, Client agrees to pay Finder fees as set forth below. Fees are earned as specified and are non-refundable except as expressly provided.

Fixed Fee   

Success Fee (payable upon closing)    %

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay any fees earned by Finder prior to termination.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that a reasonable person would consider confidential ("Confidential Information"). Confidential Information shall not include information that is publicly known through no wrongful act of the receiving party or that is rightfully obtained from a third party without obligation of confidentiality.

The receiving party shall use Confidential Information solely for the purposes of performing under this Agreement and shall not disclose such information except to its employees, advisors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

REPRESENTATIONS, INDEMNITY AND LIMITATION OF LIABILITY

Each party represents that it has authority to enter this Agreement. Finder does not warrant the accuracy, profitability or suitability of any introduced opportunity. Client agrees to hold Finder harmless and indemnify Finder from claims arising out of Client's use of information or actual transactions entered into with parties introduced by Finder, except to the extent caused by Finder's gross negligence or willful misconduct.

Except for liability arising from gross negligence or willful misconduct, Finder's aggregate liability under this Agreement shall not exceed the total fees actually paid to Finder by Client under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, agreements and understandings. Any amendment must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

MISCELLANEOUS

Finder shall perform services as an independent contractor. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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