finders-fee-agreement

name	finders-fee-agreement
language	en
description	Drafts U.S. corporate Finder's Fee Agreements that compensate introducers while constraining activities to avoid broker-dealer or agency status. Includes compensation mechanics, tail periods, exclusivity matrices, and regulatory gates for securities, anti-corruption, and licensing compliance. Use when drafting finder, introducer, referral-fee, or business-opportunity agreements in corporate development, M&A, or capital-raising contexts. Trigger keywords: finder's fee, introducer agreement, referral fee, business introduction, finder engagement, broker-dealer compliance.
tags	["agreement","corporate","drafting","transactional"]

Finder's Fee Agreement

Draft a contract that compensates an introducer for sourcing opportunities while constraining scope to avoid broker-dealer registration, agency, or fiduciary status.

Prerequisites

1. Parties — legal names, entity types, jurisdictions, addresses, signatories, authority.
2. Opportunity scope — target type, industry, geography, deal size, exclusions.
3. Compensation model — percentage, flat, tiers, caps, earnouts, payment timing.
4. Regulatory posture — securities vs non-securities, licensing status, any exemptions.
5. Exclusivity + term — exclusive or not, term length, termination rights, tail period.
6. Confidentiality — NDA terms, permitted use, disclosure triggers.
7. Dispute framework — governing law, venue/arbitration, fees.

Output Structure / Process

1) Definitions

Term	Definition
Client	Entity receiving introductions
Finder	Independent contractor providing introductions
Opportunity	Defined category of target parties and transactions
Qualified Introduction	Documented intro meeting stated criteria with Client acknowledgment
Transaction	Definitive agreement or closing event triggering fees
Transaction Value	Defined base for fee calculation
Fee	Amount payable for a Qualified Introduction resulting in a Transaction
Tail Period	Post-termination window for fee eligibility

2) Parties and Recitals

• Identify each party with jurisdiction and address.
• Recite business purpose and scope of Opportunities.
• State Finder's network/experience basis for engagement.

3) Services and Limitations

• Finder's role limited to introductions and basic background information.
• Explicitly exclude negotiation, structuring, valuation, advice, and solicitation.
• No authority to bind Client or act as agent.

Finder Role Limitation.
Finder will solely identify and introduce potential Opportunities to Client.
Finder will not: (i) negotiate terms; (ii) provide legal, tax, investment,
or valuation advice; (iii) solicit offers to buy or sell securities; or
(iv) bind Client in any manner.

4) Exclusivity Matrix

Scope	Exclusive?	Carve-outs
Industry	Yes/No	Existing relationships
Geography	Yes/No	Named exclusions
Opportunity Type	Yes/No	Client-initiated deals

5) Compensation Formula

Component	Rule
Fee Base	Transaction Value definition (include/exclude earnouts, escrows)
Rate	% or flat; tiers if applicable
Trigger	Signature, closing, or receipt of funds
Timing	Pay within X days of trigger
Cap/Min	Any fee cap or minimum
Allocation	Multiple finders: priority or pro-rata rule

6) Tail Period

Tail Length	Applies To	Proof Required
X months	Introduced parties	Written introduction + Client acknowledgment

Tail must be tied to a documented Qualified Introduction; define what constitutes sufficient proof.

7) Regulatory Gate

Scenario	Required Clause
Non-securities	Confirm no securities solicitation; no transaction-based fees tied to securities
Securities-related	Finder represents broker-dealer registration or exemption basis [VERIFY]
Foreign introductions	FCPA/UK Bribery Act compliance representations
Regulated industry	Industry-specific compliance (e.g., healthcare AKS [VERIFY], insurance licensing)

Broker-Dealer Compliance.
Finder represents that the Services do not require broker-dealer registration
under federal or state law, or that Finder holds all required registrations
and licenses and will provide evidence upon request. [VERIFY]

Anti-Corruption.
Finder will comply with all applicable anti-corruption laws, including the
FCPA and UK Bribery Act, and will not offer or provide anything of value to
influence any decision or obtain improper advantage.

8) Confidentiality

• Define Confidential Information and standard exceptions.
• Use-only-for-performance restriction.
• Return/destroy on termination.
• Survival: trade secrets indefinite; other confidential info X years.

9) Representations and Compliance

• Authority, no conflicts, compliance with laws.
• No bribery, kickbacks, or improper payments.
• No misrepresentation of Client or Opportunity.
• Client performs independent due diligence.

10) Indemnity and Liability

• Mutual indemnities tied to breach, misconduct, or legal violations.
• Notice, defense control, cooperation mechanics.
• Liability cap with carve-outs for fraud, willful misconduct, confidentiality breach.

11) Disputes

• Option A — Arbitration: rules, seat, arbitrator count, fees, interim relief.
• Option B — Litigation: exclusive venue, consent to jurisdiction.
• Include attorneys' fees provision if desired.

12) Miscellaneous

• Independent contractor status; no employment or agency.
• Tax responsibility; 1099 reporting; no benefits.
• Assignment restrictions (Client may assign to affiliates).
• Entire agreement; amendments in writing.
• Notices with delivery methods and deemed receipt.
• Counterparts and e-signatures.

Guidelines

• Never imply agency, fiduciary duty, or authority to negotiate.
• Avoid transaction-based fees tied to securities unless broker-dealer registration is addressed [VERIFY].
• Define Transaction Value precisely; ambiguity here is the top fee-dispute source.
• Add state finder-fee statute references only if confirmed [VERIFY].
• If government entities or healthcare referrals are involved, include anti-kickback language [VERIFY].
• For multiple-finder scenarios, specify priority, pro-rata, and double-introduction resolution.