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Business Investor Search Agreement

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BUSINESS INVESTOR SEARCH AGREEMENT

This Business Investor Search Agreement (the Agreement) is entered into as of by and between Client Name: (hereafter "Client") and Searcher Name: (hereafter "Searcher").

RECITALS

WHEREAS, Client owns or controls certain business opportunities, assets, securities or projects for which Client desires to obtain introductions to potential equity or debt investors; and

WHEREAS, Searcher represents that it has experience, contacts and the ability to identify and introduce potential investors to Client for the purpose of obtaining financing under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Searcher will perform investor search and introduction services.

1. SCOPE OF WORK

Searcher shall use commercially reasonable efforts to identify, screen and introduce potential investors who may be willing to provide capital to Client on terms acceptable to Client. Activities may include outreach, preparation of investor briefings, coordination of meetings and follow-up communications. Searcher does not guarantee that any investor will make an investment.

2. PAYMENT TERMS

As consideration for Searcher's services, Client agrees to pay Searcher the fees described below. All fees are non-refundable except as expressly provided in this Agreement.

In addition to any retainer, Client shall pay Searcher a success fee equal to % of the gross capital raised from introductions made by Searcher to investors introduced during the Term. For clarity, the success fee shall be measured on the total amount of capital funding actually received by Client from each investor within or within months of introduction, whichever is specified in writing.

Any undisputed payment not received within days of its due date shall incur late charges at a rate of % per month (or the maximum permitted by law, if less).

Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Searcher in connection with the performance of services upon submission of itemized receipts within days.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay fees for transactions consummated prior to termination or transactions consummated after termination with investors introduced by Searcher during the Term, subject to any time-limited measurement periods stated herein.

4. CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical and other information disclosed in written, oral or electronic form designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) not disclose such Confidential Information to any third party except to its employees, advisors or affiliates who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) employ reasonable safeguards to protect such Confidential Information. The obligations set forth in this Section shall continue for years following termination.

Confidential Information shall not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully known by the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to allow the disclosing party to seek protective measures.

5. NON-CIRCUMVENTION; NO GUARANTEE

Client agrees not to circumvent, avoid, bypass or obviate Searcher with respect to any investor introduced by Searcher during the Term for a period of months following the date of introduction. If Client consummates a transaction with any such investor outside of the compensation provisions of this Agreement, Client shall promptly pay Searcher the agreed success fee as though the transaction had been consummated during the Term.

Searcher makes no representation or warranty that introductions will result in funding and is not acting as a broker-dealer, underwriter or financial advisor. All terms of any financing are subject to final written agreement between Client and investor.

6. INDEMNIFICATION

Each party (Indemnifying Party) agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of (a) the Indemnifying Party's breach of this Agreement, (b) willful misconduct or gross negligence of the Indemnifying Party, or (c) any material misrepresentation or warranty made by the Indemnifying Party in connection with this Agreement.

7. MISCELLANEOUS PROVISIONS

Independent Contractor: Searcher is an independent contractor and shall not be deemed an employee, agent or partner of Client. Searcher is solely responsible for payment of its own taxes and benefits.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

8. GOVERNING LAW; ENTIRE 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 law principles.

Entire Agreement: This Agreement, together with any exhibits or written schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

9. REPRESENTATIONS

Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. The persons executing this Agreement on behalf of each party have been duly authorized to do so.

Client

Print Name:

By:

Date:

Searcher

Print Name:

By:

Date:

Enter text✕

What the Business Investor Search Agreement Is

A Business Investor Search Agreement is a contract that engages a finder, broker, or consultant to identify potential investors for a company or specific financing round. It sets the scope, payment structure, exclusivity, and confidentiality rules for the search, and allocates responsibility for investor introductions versus formal solicitation. The agreement protects both the issuer and the searcher by defining deliverables, timelines, termination rights, and compliance obligations, including purchaser accreditation checks and data privacy safeguards during outreach and due diligence.

Why use a formal Investor Search Agreement

A clear agreement aligns expectations, documents compensation and exclusivity, and reduces dispute risk. It preserves confidentiality, clarifies compliance duties for accredited investor checks, and creates an enforceable basis for finder fees or commissions under contract law and applicable securities regulations.

Why use a formal Investor Search Agreement

Who commonly uses this agreement

Organizations and individuals use this agreement when outsourcing investor identification, preserving confidentiality, or documenting finder compensation.

  • Early-stage companies and startups seeking seed or Series A investors without an in-house capital-raising team.
  • Investment brokers, angel network coordinators, and independent finders working on introductions and outreach.
  • Legal and finance teams that require written terms for fees, accrediting investors, and regulatory compliance.

Use the agreement to create clear deliverables and timelines, and to document processes for investor verification and recordkeeping.

Step-by-step: completing a Business Investor Search Agreement

Follow these sequential steps to prepare a complete, enforceable agreement.

  • 01
    1. Identify parties: Enter full legal names and entity types for all parties.
  • 02
    2. Describe scope: Define search tasks, investor targets, and excluded activities.
  • 03
    3. Set compensation: Specify fee type, timing, and conditions for payment.
  • 04
    4. Add compliance: Include accreditation, AML/KYC, and confidentiality clauses.

Data, security, and legal protections to include

Encryption: TLS 1.2/1.3; AES-256 at rest
Access controls: Role-based access, SSO available
Audit trail: Detailed timestamps and IP records
HIPAA readiness: BAA required for protected health data
Regulatory law: ESIGN and UETA compliance
21 CFR support: Supports 21 CFR Part 11 controls

Key penalties and legal risks

Misrepresentation: Civil liability risk
Unlicensed brokerage: State license fines possible
Breach of confidentiality: Damages and injunction risk
Securities violations: Enforcement by regulators
Incorrect fees: Disputed or withheld payments
Recordkeeping lapses: Penalties and audit exposure

Common mistakes to avoid

  • Vague scope language that fails to define what qualifies as an introduction, creating later disputes over fee entitlement.
  • Missing or unclear payment triggers, such as tying fees to a signed term sheet instead of funded wire transfers.
  • Failing to confirm the finder has required licenses under state broker or securities laws before starting outreach.
  • Insufficient confidentiality or data handling provisions when the searcher receives investor contact details or proprietary materials.

Core components every professional agreement should include

A robust agreement combines essential legal, operational, and commercial terms so both parties understand obligations and remedies.

Parties

Full legal names, entity types, and authorized signatories for the company and the searcher, including primary contact details for notices and invoicing.

Scope of Work

Clear description of outreach activities, list delivery format, exclusivity or non-exclusivity, and any milestones or minimum activity levels the searcher must meet.

Compensation

Fee structure: percentage of placed capital, flat finder fee, or capped retainer; specify payment timing and conditions that trigger payment.

Term and Termination

Agreement duration, renewal terms, termination for convenience or cause, and post-termination fee protections for deals introduced during the term.

Confidentiality

Nondisclosure obligations, permitted disclosures for due diligence, carve-outs for public information, and duration of confidentiality obligations.

Compliance

Representations about licenses, AML/KYC checks, accredited investor verification, and acknowledgment of applicable securities laws.

Configuring a digital completion workflow

Set up fields and authentication to match risk and compliance needs before sending documents for signature.

Field Configuration
Authentication Email link, SMS code, or KBA depending on risk
Signature Order Sequential or parallel signing workflow
Reminders Automatic reminders and expiry settings
Archive Export to cloud storage with audit log

Digital signing and delivery considerations

Choose a platform that supports secure eSigning, robust audit trails, and the authentication level needed for investor verification.

  • Formats: PDF, DOCX supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, or advanced options

Typical electronic routing for the agreement

A standard eSignature workflow reduces turnaround and preserves evidence of consent and execution.

  • Upload: Sender uploads final document file
  • Place fields: Add signature, date, and text fields
  • Assign signers: Enter signer emails and signing order
  • Complete: Signers review, sign, and download executed copy

Typical timelines and response windows

Define clear timing for deliverables, acceptance, and payment to avoid disputes.

Search Term Length:

Specify number of days or months for the active search period

Exclusivity Window:

Define any exclusive appointment period for the searcher

Response Time:

Set deadlines for company approvals or introduction acknowledgements

Investor List Delivery:

State expected delivery format and dates for candidate lists

Payment Timing:

Indicate when fees become payable after triggering event

eSignature vendor comparison relevant to investor agreements

Compare starting price and core capabilities for basic eSignature needs. signNow appears first as a data column per table rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by promotion Varies by promotion Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about the agreement

Answers to common questions about completing, signing, and enforcing a Business Investor Search Agreement.


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