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Title: |
Finder's Agreement |
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Date: |
2002 |
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Preview shows 5KB of 41KB total |
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$47 |
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ID: |
#1125617 |
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<SEQUENCE>3
<FILENAME>ex10-18.txt
<DESCRIPTION>AGREEMENTS
<TEXT>
Finder's Agreement
This agreement ("Agreement"), effective January 1, 2000, executed
September 20, 2000, is between a North Carolina corporation, ID Technologies
Corporation ("the Company"), and Mark Kevin Seifert ("Finder").
Recitals
Whereas Finder represents that he will endeavor to introduce the
Company to one or more Targets (as defined in section 2(b) below) who may be
interested in engaging in a financing arrangement or a business combination with
the Company which may include a loan, merger or purchase of some or all of the
stock or assets of the Company; or a licensing agreement, joint venture,
distribution agreement or product purchase arrangement involving the Company and
a Target (singularly and in combination, a "Transaction"); and
WHEREAS, the Company desires to engage the services of Finder to
provide an introduction to such Targets in accordance with the terms and
conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The Company engages Finder as one of the Company's non-exclusive
finders, to find Targets interested in effecting a Transaction. Finder
will endeavor to introduce the Company to such Targets.
2. (a) In order to coordinate the Company's and Finder's respective
efforts during the period of engagement hereunder, Finder will from
time to time notify the Company of potential Targets he is contacting.
The Company will promptly inform Finder whether it is interested in
being introduced to such potential Targets. If so, Finder will
introduce representatives of the Company to representatives of such
Targets.
(b) For the purposes of this Agreement, "Targets" shall mean
individuals or entities introduced to the Company by Finder.
3. In the event of a consummated Transaction, the Company shall pay to
Finder a cash fee equal to 5% (five percent) of the consideration paid
in such Transaction. "Consideration paid in such Transaction" for the
purposes of this Agreement shall mean the value of: (a) all
consideration paid to the Company and the stockholders of the Company
in connection with a Transaction, including cash, securities or other
consideration exchanged or paid at closing; assumption of debt; and any
deferred payments including without limitation notes, contingent
payments, license fees or royalty payments; and (b) the aggregate
amount of any loan made
<PAGE>
FINDER'S AGREEMENT
ID Technologies Corporation & Mark K. Seifert
Effective January 1, 2000
Page 2 of 4
by the Target to the Company, investment in the Company by the Target,
or by the Company and the Target in a joint venture. Payment of the
applicable fee set forth above will be made at the closing of the
related Transaction. The fee shall be payable in cash and any
consideration other than cash which is paid in the consummated
Transaction shall be valued at its fair market value.
In the event that a Transaction or other business arrangement between
the Company and a Target includes: a) licensing of the Company's
intellectual property or technology and agreement by the Target to make
future royalty payments which are variable in amount depending on
sales, or, b) purchase of the Company's products by a Target, the
Company shall pay to Finder, promptly upon receipt of all such royalty
or product purchase payments, a cash fee of 5% (five percent) of said
payments.
In the event that any fees due Finder are not paid when due, the
Company shall also be liable for interest on the amount due at the
annual rate of three percent over the prime rate, accruing on a daily
basis from the date of closing, plus all of Finder's reasonable legal
fees and expenses in connection with collection of said fees.
4. This Agreement shall remain in full force and effect, automatically
renewed for successive 12-month periods, until terminated in writing by
either party at least 30 days prior to the anniversary of the effective
date. Provided, however, that the Finder shall be entitled to receive
the full fee set forth in paragraph three (3) hereof in the event
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