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Legal Finder Fee Agreement

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LEGAL FINDER FEE AGREEMENT

This Finder Fee Agreement (the Agreement) is made as of by and between Finder Name: , with principal address at (Finder), and Client Name: , with principal address at (Client). Finder and Client are sometimes referred to collectively as the Parties and individually as a Party.

RECITALS

WHEREAS, Client desires to obtain introductions to persons or entities that may result in a business transaction as described in this Agreement; and

WHEREAS, Finder has contacts and the ability to make introductions to potential counterparties and is willing to introduce such potential counterparties to Client on the terms set forth herein; and

WHEREAS, the Parties wish to set forth the terms under which Finder will be compensated for qualifying introductions that result in a Transaction.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 Transaction. "Transaction" means any agreement, sale, financing, license, joint venture, merger, acquisition, arrangement or other commercial deal entered into by Client with a Person introduced by Finder, whether directly or indirectly, as a result of Finder's introduction, and includes any material amendment or extension of such agreement.

1.2 Introduced Person. "Introduced Person" means the specific person or entity introduced to Client by Finder and identified in writing or email by Finder contemporaneously with the introduction or within thirty (30) days thereafter.

2. ENGAGEMENT

Client hereby engages Finder to use commercially reasonable efforts to introduce Client to potential Introduced Persons for the purpose of pursuing Transactions, and Finder accepts such engagement on the terms and conditions set forth in this Agreement. Finder is an independent contractor and not an agent of Client for any purpose unless expressly stated in a separate writing signed by both Parties.

3. FINDER DUTIES; SCOPE

Finder shall make introductions and provide contact information and background information reasonably available to Client. Finder shall not (a) negotiate terms for Client with any prospective counterparty, (b) provide legal, tax or investment advice in lieu of licensed professionals, or (c) bind Client to any agreement. Finder will act in good faith and use commercially reasonable efforts to identify and present prospective Introduced Persons.

4. FEE

4.1 Fee Amount. Subject to the terms of this Agreement, Client shall pay Finder a fee equal to % of the aggregate gross value of the Transaction payable as provided below. Alternatively, for non-percentage arrangements, the Parties agree to a flat fee of $. If both fields are completed, the percentage shall govern unless Client initials otherwise:

4.2 Fee Cap and Minimum. The maximum aggregate fee payable to Finder for a single Transaction shall not exceed $ unless otherwise agreed in writing. The minimum fee for any Transaction shall be $.

5. PAYMENT TERMS

Payment of the fee shall be due within days following the earlier of: (a) execution of the definitive agreement constituting the Transaction, or (b) receipt by Client of consideration or proceeds from the Transaction. Unless otherwise agreed, payments are to be made in immediately available funds to an account designated by Finder in writing.

5.1 Withholding and Taxes. Client may withhold taxes as required by applicable law and shall provide Finder with any required documentation. Finder is responsible for all taxes, assessments and other governmental charges arising from fees paid under this Agreement, and Finder shall indemnify Client for any liability related to Finder's failure to pay such taxes.

6. EXCLUSIONS; TIME LIMITS

Finder shall not be entitled to a fee for any Transaction with respect to counterparties with whom Client had a written relationship or substantive negotiations within the prior months preceding the effective date of this Agreement. Finder must submit written notice identifying an Introduced Person within days of the introduction to preserve fee rights.

7. CONFIDENTIALITY

Each Party shall maintain in confidence and not disclose to any third party any non-public information disclosed by the other Party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential. Confidential information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is received from a third party without breach of an obligation of confidentiality; or (c) is independently developed without use of the other Party's confidential information.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual. Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

8.2 Finder. Finder represents that it has not dealt with any broker or other intermediary in connection with the introductions other than those disclosed in writing to Client, and that it has no agreement that would conflict with the rights granted to Client hereunder.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party, its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party's breach of any representation, warranty or covenant contained in this Agreement or from the willful misconduct or gross negligence of the indemnifying Party.

10. TERM; TERMINATION

This Agreement shall commence on the date first written above and shall continue until terminated by either Party upon thirty (30) days' prior written notice to the other Party; provided, however, that Finder shall remain entitled to fees for Transactions entered into with Introduced Persons within months after termination where the introduction occurred prior to termination.

11. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the Parties at their respective addresses set forth below (or to such other address as a Party may designate in writing). Notices shall be deemed given upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered.

12. ASSIGNMENT

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets without the consent of the other Party.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure by either Party at any time to require performance of any provision of this Agreement shall not affect that Party's right to require performance at any subsequent time, nor shall waiver of any breach be deemed a waiver of any subsequent breach.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the commercial arbitration rules applicable in the chosen forum, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

15. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

15.1 Entire Agreement. This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

15.2 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable in any jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding as originals.

16. MISCELLANEOUS

The Parties acknowledge that Finder's entitlement to fees is an independent covenant and shall survive termination of this Agreement as provided herein. The Parties agree to cooperate and execute such further documents as may be necessary to effectuate the intent of this Agreement. Remedies provided herein are cumulative and in addition to any remedies available at law or in equity.

Finder

Print Name:

By:

Date:

Client

Print Name:

By:

Date:

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What a Legal Finder Fee Agreement Is and When It Applies

A Legal Finder Fee Agreement documents a payment arrangement in which one party (the finder) introduces a client, investor, or opportunity to another party (the recipient) in exchange for a fee if a defined transaction or engagement results. The agreement sets the finder’s scope, conditions for payment, fee calculation, timing, exclusions, and any required disclosures. It clarifies whether the finder acts as an agent, broker, or mere introducer, and it defines the triggering event for payment, such as retention, closing, or execution of a specified contract. Properly drafted, it reduces dispute risk and supports enforceability.

Why a Written Finder Fee Agreement Matters

A written agreement creates clear expectations around compensation, timing, and deliverables, helps avoid disputes over who introduced the deal, and preserves evidence needed for tax and compliance purposes under federal and state law.

Why a Written Finder Fee Agreement Matters

Who Typically Uses a Finder Fee Agreement

Finder fee agreements are used by professionals and organizations that regularly receive or pay referrals, including brokers, attorneys, consultants, recruiters, and corporate development teams.

  • Independent finders and brokers who introduce transaction counterparties or investors.
  • In-house legal, business development, or M&A teams documenting referral fees.
  • Specialty service providers and recruiting firms paid on introduction or placement.

A clear, signed agreement helps ensure proper tax reporting, protects against license issues in regulated industries, and makes obligations enforceable in writing.

Core Elements to Include in a Professional Agreement

A concise agreement focuses on the essential legal and commercial terms to avoid ambiguity and support enforceability.

Parties

Identify each party by full legal name and entity type to avoid identity disputes and for accurate tax reporting.

Scope

Describe the introductions or opportunities covered, geographic limits, excluded contacts, and any required documentation for a valid introduction.

Fee Structure

Specify fee type (flat, percentage, tiered), calculation method, payable amounts, and whether taxes are included or additional.

Trigger Event

Define the precise event that creates entitlement (engagement letter, signed contract, funding close, retention date).

Payment Terms

Set payment timing, invoicing procedures, late interest, and conditions for withholding or setoff.

Representations

Include warranties on authority and compliance with licensing or referral rules, plus confidentiality and governing law clauses.

Step-by-Step: Completing the Agreement

Complete the document in logical order to avoid contradictions; gather required attachments before execution.

  • 01
    Gather IDs: Collect legal names, EINs/TINs, and contact details for all parties.
  • 02
    Define Scope: Describe covered introductions and any exclusions clearly.
  • 03
    Set Payment Terms: Agree on calculation, timing, and invoicing procedures.
  • 04
    Sign and Retain: Obtain signatures, date the agreement, and keep executed copies for records.

Configuring an Online Workflow for Execution

Set up a simple digital workflow to route the document, collect signatures, and preserve the audit trail.

Field Configuration
Signature Order Define the signer sequence (finder first or recipient first).
Authentication Choose email link or SMS code; increase authentication for high-value deals.
Attachments Attach W-9, licensing documents, or exhibits as required.
Retention Enable audit trail and PDF export after completion.

Typical Online Signing Flow

A standard e-signature flow reduces delays and creates a time-stamped audit trail documenting each action.

  • Upload Document: Sender uploads the agreement and attachments.
  • Place Fields: Add signature, date, and text fields where required.
  • Invite Signers: Enter signer emails and set authentication level.
  • Execute and Store: Signers complete signatures; system saves signed PDF and audit record.

Technical and Compliance Requirements for eSigning

Choose a platform that supports secure signatures, detailed audit trails, and the authentication level your transaction requires.

  • File Types: Accepts PDF, DOCX, and other common formats.
  • Authentication: Email, SMS, KBA, or advanced signer authentication.
  • Audit Trail: Captures IP, timestamps, and action logs.

Ensure the provider supports ESIGN/UETA compliance and any industry-specific standards such as HIPAA or 21 CFR Part 11 when applicable.

Typical eSignature Vendor Pricing and Feature Snapshot

Comparison of common plan-level criteria for high-level vendor selection; signNow is listed first per standard ordering requirements.

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 trial Varies by plan Varies by plan 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
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Key Dates and Reporting Considerations

Observe tax and reporting timelines when fees are paid; collect required tax forms and report payments per IRS rules.

W-9 Collection:

Obtain a payee’s W-9 upon onboarding to avoid backup withholding

1099-NEC Reporting:

Report nonemployee compensation to recipients and IRS by January 31

Tax Return:

Include fee payments in the payer’s yearly return; standard deadline April 15

Notarization Timing:

Complete any required notarization at signing; RON rules vary by state

Payment Schedule:

Follow the agreement’s invoicing and due dates to avoid interest or dispute

Common Preparation Errors to Avoid

  • Leaving the triggering event vague, causing disputes over when the fee is due and payable.
  • Failing to collect a W-9 or accurate taxpayer identification, risking backup withholding at 24%.
  • Not confirming whether state licensure or bar rules limit fee sharing or referral payments.
  • Neglecting to document excluded contacts or prior introductions, which creates ambiguity.

Potential Legal and Financial Risks

Backup Withholding: 24% tax rate
Tax Penalties: Late 1099 penalties apply
Regulatory Fines: State licensing violation fines
Ethics Sanctions: Bar discipline for improper attorney fee sharing
Contract Disputes: Litigation costs and delayed payments
Fraud Exposure: Intentional misstatement penalties

Recordkeeping and Security Features to Require

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Timestamps, IPs, and action logs retained
Certifications: SOC 2 Type II and ISO 27001 available
HIPAA BAA: BAA required for PHI handling
ESIGN/UETA: Compliant with ESIGN and UETA
Accessibility: WCAG 2.0 Level AA conformance

Frequently Asked Questions and Practical Answers

Answers to common execution, tax, and enforceability questions when using a Legal Finder Fee Agreement.


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