Promotion Agreement for the Purpose of Raising Money for a Business Agreement made on the ______________ (date), between ______________________
(Name of Promoter Alpha) of ___________________________________________________
______________________ (street address, city, county, state, zip code), referred to herein
as Alpha, _____________________ (Name of Promoter Beta), of ______________________
_____________________________________ (street address, city, county, state, zip code),
referred to herein as Beta , ________________________ (Name of Investor Delta), of ______
______________________________________________________________ (street address,
city, county, state, zip code), referred to herein as Delta, and _________________________
(Name of Escrow Agent) of _____________________________________________________
______________ (street address, city, county, state, zip code), referred to herein as Escrow
Agent.Whereas, Promoters Alpha and Beta, and Delta, being hereinafter jointly called
Promoters, desire to form a __________________________ (type of business such as
corporation or limited liability company) in order to_________________________________
____________________________________________________(purpose of business); and Whereas, Promoters need to raise the sum of $____________ from investors who will
become (e.g. shareholders of corporation or members of limited liability company)
____________________________________________; and Whereas, the Promoter desires to promote the sale of the _______________________
(shares or membership interests) according to the terms of this Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows: 1. Representation of PromotersPromoters agree that they shall only represent the __________________________
(Corporation or LLC) in the following manner:A. All solicitations shall be made by _____________________________ (personal
contact or telephone or mailings) to persons who fit the following description:
(describe) _____________________________________________________________
______________________________________________________________________.B. The only advertising materials to be used shall be first approved by all
Promoters.C. The only description of the ________________________ (Corporation or LLC)
and its prospects to be used shall be the materials attached to and made a part of this
Agreement as Exhibit A. The Promoters agree that they will not, in any manner
whatever, suggest, hint, or indicate that such materials underestimate the condition or
prospects of the _____________________________ (Corporation or LLC), nor shall
such Promoters fail to give a copy of such materials to every prospective purchaser as
follows: (describe when copy is to be given) ________________________________
________________________________________________________________. The
Promoter agrees that if any Promoter fails to comply with this Subparagraph C for any
reason, such failure and its facts shall be immediately disclosed to the other Promoters.
D. Promoters are not nor shall they represent themselves to be experienced in the
promotion and sale of _______________________________ (corporate stock or LLC
membership interests) .2.Duties of PromotersPromoters shall proceed promptly to make all necessary arrangements for the
organization of sales of the ___________________________________ (corporate stock or
LLC membership interests) to suitable and solvent persons, and shall, as soon as it shall be
lawful to sell the _____________________________ (stock or LLC membership interests)
and all appropriate and necessary permits for such sales have been secured, obtain written
subscriptions from such persons within the area defined by this Agreement as follows:________________________________ (Common stock or membership interests): not to
exceed $____________ _________________________ (per share or membership interest).3.All subscriptions shall be in writing, duly attested, and in the form set forth in Exhibit B
attached hereto and made a part hereof. Promoters may also be subscribers to said _________
_____________________ (shares or membership interests). 4. Escrow Account. A.All funds raised by Promoters pursuant to this Agreement shall be held in escrow
by Escrow Agent, and will be returned promptly, together with any interest earned on
those funds allocable to Subscribers, if all of the $____________ is not raised pursuant
to this Agreement by __________________ (date). Said funds shall be placed in an
interest bearing account at ________________________________________________
__________________________________ (Name and Address of Bank). B. Promoters agrees that Escrow Agent assumes no liability in connection with this
Agreement except for gross negligence or willful misconduct; that Escrow Agent shall
never be responsible for the validity, correctness, or genuineness of any document or
notice referred to under this Agreement; and that Escrow Agent may seek advice from
his own counsel and shall be fully protected in any action taken by it in good faith in
accordance with the opinion of its counsel.C. Escrow Agent agrees to hold and deliver the earnest money in accordance with
the terms and conditions of this Agreement. It is understood that Escrow Agent is only
acting in the capacity of a depository. D. Promoters agrees to indemnify Escrow Agent against all losses, claims,
damages, liability, and expenses, including, but not limited to, costs of investigation and
legal counsel fees which may be imposed on Escrow Agent or incurred Escrow Agent in
connection with the performance of his duties under this Agreement, including, but not
limited to, any litigation arising from this Agreement or involving the subject matter of this
Agreement.E. Escrow Agent is not responsible or liable in any manner whatsoever for the
sufficiency, correctness, genuineness, or validity of the subject matter of this Escrow
Agreement or any part of the same, or for the form of execution of this Escrow
Agreement, or for the identity or authority of any person executing or depositing such
subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the
validity or accuracy of any document, agreement, instruction, or request furnished to it
under this Escrow Agreement believed by him to be genuine and Escrow Agent may rely
and act upon, and shall not be liable for acting or not acting upon, any such document,
agreement, instruction, or request. Escrow Agent shall in no way be responsible for
notifying, nor shall it be his duty to notify, any party to this Escrow Agreement or any
other party interested in this Escrow Agreement of any payment required under this
Escrow Agreement, other than Promoters.5. The ___________________________ (stock or membership units) are being sold as
an intrastate offering and therefore shall be exempt from registration provided for the Federal
Securities act of 1933 and regulations promulgated thereunder. All subscribers shall sign the
Agreement set forth in Exhibit C.6. SeverabilityThe invalidity of any portion of this Agreement will not and shall not be deemed to affect
the validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision. 7. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the
terms and conditions of this Agreement, or the waiver of any breach of any of the terms and
conditions of this Agreement, shall not be construed as subsequently waiving any such terms
and conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred. 8. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of ________________. 9. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be
deemed sufficiently given when sent by certified or registered mail if sent to the respective
address of each party as set forth at the beginning of this Agreement.
10. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding arbitration
of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one
arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall
arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.
11. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement. 12. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party. 13. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior,
express, and written consent of the other party.
14.In this contract, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.WITNESS our signatures as of the day and date first above stated. _____________________________________________________________ _____________________________________________________________(Printed Name & Signature of Alpha) (Printed Name & Signature of Beta)
_____________________________________________________________ _____________________________________________________________(Printed Name & Signature of Delta) (Printed Name & Signature of Escrow Agent) Exhibit C Letter of Non-Distributive Intent Regarding Limited Offer and Sale of Securities To:____________________________________________________________________(Name and Address of Promoters)This letter is to acknowledge that I have been advised by you and understand that
neither the shares ______________________ (or membership interests) nor any other
shares of the _______________________________________ (name of corporation) are
being registered under the Securities Act of 1933, as amended, it being the intent of the
corporation to issue such shares intrastate offering.I have been advised and understand that, as a purchaser of unregistered securities, I
bear the economic risk of my investment for an indefinite period of time because the securities
may not be sold unless they are subsequently registered or sold pursuant to an exemption from
registration. I further acknowledge that I have both the knowledge and experience in financial
matters sufficient to evaluate such purchase and that I am able to bear the economic risk of my
purchase.I acknowledge and understand that the certificate or certificates evidencing the above-
enumerated shares will bear a legend stating that such shares have not been registered under
the Act and setting forth or referring to the restrictions on transferability listed in this letter. I
further understand that the corporation will issue stock-transfer instructions to its transfer agent,
if any, or, if the corporation transfers it own shares, it will make a notation as to the transfer
restrictions in its record.I have been advised and understand that the corporation's reliance on the above
exemption from registration is dependent on my execution of a statement that I will not sell the
securities without registration under the Securities Act of 1933, or without exemption from the
Act, and that the corporation's reliance on the exemption is dependent upon this agreement and
upon the truth of my representation.With such understanding I represent and agree that:
1. I am acquiring these shares for investment for my own account only, and not with a view
to reselling them. I do not intend to divide my participation with others or to resell or otherwise
dispose of all or any part of the shares unless and until I determine at some future undetermined
date, on the basis of information not currently at my disposal or upon conditions not currently
existing, that such resale or disposition is advisable.2. In no event will I sell such shares without prior registration under the Securities Act of
1933, as amended, unless such sale is pursuant to a valid exemption, including but not limited
to the exemption established in Rule 144 adopted by the Securities and Exchange Commission
under the Securities Act of 1933, as amended.3. I have been afforded the opportunity to ask questions of, and receive answers from a
representative of the corporation concerning the terms and conditions of the offering and have
received the following additional information to verify the accuracy of such information:
____________________________________________________________________________ _________________________________________________________________ (describe) . Witness my signature this ________________________ (date)._______________________________________________Printed Name and Signature of Subscriber