Finder’s Fee Agreement (Purchase of Shares)
Where a company or sole trader (“purchaser”) wishes to buy all (or a majority) of the shares in a company engaged in a particular type of business (in order to own the company or at least have a controlling interest in it), this Finder’s Fee Agreement (Purchase of Shares) enables a purchaser to appoint a “finder” to locate and introduce potential sellers of shares in such a company.
A “finder” acts as an intermediary business broker engaged by the purchaser. If the finder introduces to the purchaser potential sellers of shares is then made and the purchaser proceeds to buy the shares, the finder becomes entitled to a commission payable by the purchaser (the “finder’s fee”) in return for that successful introduction.
This template document sets out in detail the terms of the appointment of the finder. These terms are fairly even-handed in the way they protect and clarify the position of both the purchaser and the finder, and so this form of agreement is therefore suitable for engaging a finder in either of the following cases:
- a purchaser is looking to buy the shares in a company and is appointing a finder of a seller for that purpose; or
- a sole trader or company in the business of acting as a finder (for purchasers) of sellers of shares in companies. It can use this form as its own standard terms of business whenever it is appointed as a finder.
However, certain provisions in the template are slightly slanted towards the finder so that it is particularly suited to being used by a finder as its standard appointment document.
This form of agreement can be used for appointment of a finder either on an exclusive basis, i.e. where the purchaser is willing to appoint only one finder to act for it, or instead on a non-exclusive appointment, i.e. where the purchaser is to have the freedom to appoint one or more other intermediaries in addition to the finder. By selecting one of the alternative sets of wording in the form, you can easily make the appointment either exclusive or non-exclusive.
This template also contains some optional provisions for inclusion where a purchaser engages the finder not only to find sellers in return for the finder’s fee commission, but also where the purchaser wishes to put the finder on a monthly retainer fee (in addition to paying the finder a commission): the retainer is payable in return for the finder providing additional services, e.g. help with negotiation, to ease the path to a successful purchase of the shares in a company.
There are provisions in the template covering alternative means of setting the amount of commission payable, advertising by the finder, expenses, confidentiality, anti-bribery, data processing and other useful clauses.
If the finder is instead to act for the seller of shares in a company, i.e. to identify potential purchasers of those shares, please see the accompanying Finder’s Fee Agreement (Sale of Shares) .
Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.
This Finder’s Fee Agreement (Purchase of Shares) is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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