VENTURE
CAPITAL FINDER'S FEE AGREEMENT
The following represents our agreement, in consideration
of each other's promises or acts. This
Agreement is entered into on the date found on
the signatory page found below_______, 2006.
This agreement is made between Worldwide Hydrogen
Powered Electrical Generating Systems, RPG, CPG, IPG, MPG, powrmakr.com
and ________________________________.
I, _______________________________will, directly
or indirectly, provide you with "Venture Capitalists" in return for your
agreement to pay me compensation or a finder's fee for this introductory
service. If an investment, directly or indirectly, results as a consequence
of this service, we agree as follows:
1. Venture Capitalists, i.e., those Venture Capitalists
which I will provide, shall be termed "Listed
Venture Capitalists" in this Agreement. Those
Listed Venture Capitalists shall be defined as any Venture Capitalist,
Company, Independent Investor or any other entity their associates,
co-venture capitalists, investors, co-investors or any other entity, procured
by ______________________________who invests with you, in your projects
and/or your company. Listed Venture Capitalists shall be governed
by and included under the provisions of this Agreement as if they were
listed herein. Further, the compensation you have agreed to pay me shall
be payable in the event any Listed Venture Capitalist invests with you,
in your projects and/or your company.
2. Initial Investment. Should a Listed Venture
Capitalist directly or indirectly invest monies,
properties, patents (or anything of value) into
one of your projects and/or your company (all are
defined as "Company"), regardless of the form
such proceeds are so invested, then you agree to pay
as compensation under this Agreement TEN percent
(10%) of the proceeds (or value) so
invested in the Company in a form, similar to
the investment . This compensation shall be based upon the gross amount
invested, prior to any deductions, expenses, or offsets of any kind, and
shall be paid within ten (10) days of receipt of funds (or value). Any
compensation described in Paragraphs 2 or 3 of this Agreement shall be
due and payable if and when a Venture Capitalist delivers the investment
to the Company.
3. Other Investments. Should a Venture Capitalist
invest additionally in your Company after
the initial investment is made, you will pay
me an additional fee of FIVE percent (5%) of any such
additional funds (or value) later invested. This
fee shall be paid to me within ten (10) days of receipt
of funds (or value). These provisions for compensation,
as to other funding, shall last for a period of
two years from the date any Listed Venture Capitalist
first invests in your Company.
4. Limitation of Services. This Agreement relates
solely to my services rendered in providing you
with Venture Capitalists. There are no additional
services that I am required to
perform to be entitled to the above compensation
in the event an investment is made.
I will not engage in any negotiations whatsoever
on behalf of you or any Listed Venture Capitalist or
investor. Nor will I provide you or any Listed
Venture Capitalist or investor with information which
may be used as a basis for such negotiations.
I will have no responsibility for, nor will I make
recommendations, concerning the terms, conditions
or provisions of any agreement between you and
any Listed Venture Capitalist, or the manner
or means of consummating the transaction.
Additionally, I represent that I am not a licensed
securities broker or dealer, or investment advisor,
and that this Agreement is not intended for the
purpose of buying, selling, or trading securities., or
offering counsel or advice with respect to any
of such activities. I am not entitled to receive any
finder's fee until a Listed Venture Capitalist
actually makes an investment with you or your
Company.
5. Miscellaneous. This Agreement shall be binding
upon all parties and their respective estates, heirs,
successors, and permitted assigns. This Agreement
maybe changed only by the written consent of all
parties. This Agreement may not be assigned by
either party without the written consent of the other.
This Agreement is the entire agreement between
us. There are no understandings., representations, or
warranties between us concerning our agreement
except as set forth in this Finder's Fee Agreement.
Should any legal proceeding be necessary to construe
or enforce the provisions of this Agreement,
then the prevailing party in such legal action
shall be entitled to recover all court costs, reasonable
attorney fees, and costs of enforcing or collecting
any judgment awarded. The judgment by any court
of law that a particular section of this Agreement
is illegal shall not affect the validity of the remaining
provisions.
It is our intention that the laws of the State
of Delaware shall Govern the validity of this Agreement.
Our signatures below shall bind us to the terms
and conditions of this Agreement. We both
understand, agree, and accept the above terms
and conditions of this agreement.
Signature: _____________________________
Date:____________________
Print: _________________________________
Signature: _____________________________
Date:____________________
Gene Quaciari
for powrmakr.com
RPG, CPG, IPG,
Worldwide Hydrogen Powered
Electrical Generating Systems.
www.powrmakr.com
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