FINDER'S FEE AGREEMENT

 

In consideration of a Finder's Fee (as defined below), payable only upon the successful consummation of the services (hereinafter "Discovery"), ("Finder") of new client, agrees to assist Helen Tawse design LTD ("HTD LTD") in the Discovery for purposes of this agreement ("Agreement"):

£100 payable to the Client upon consummation of services provided by Helen Tawse design LTD for recommending or finding show home design services to a third-party client. 

1. Discovery.

Finder's "Discovery" of clients shall occur only if the clients are identified and introduced by Finder and acknowledged by Client in writing during the Retention Period (as defined below). Finder shall not be deemed to have discovered any clients who contacted or were contacted by Client on or before first contact “Effective Date” (as defined below), or any clients who hereafter contact or are contacted by Client after the Effective Date before being identified and introduced in writing by Finder to Client (if at all) (collectively, "Independent Contacts").

 

2. Business Transaction.

For purposes of this Agreement, the "Business Transaction" shall be defined as assisting HTD LTD in finding clients on the terms and conditions acceptable to Client. HTD LTD reserves all rights, in its sole and absolute discretion, and without any obligation to pay a Finder's Fee or any other sum to Finder, to withdraw from negotiations concerning any proposed Business Transaction, and/or accept or reject any finding by the Finder, or all or part of any proposed Business Transaction, at any time, with or without cause. As used herein, "consummation" of the Business Transaction shall not be deemed to have occurred unless and until, among other things:

 Once services have been agreed and consummated between the third-party client and HTD LTD, £100 shall be transferred to the Finder.

 

3. Term and Retention Period.

The non-exclusive right granted by this Agreement shall commence on ("Effective Date") and the "Retention Period" shall continue until the Third-Party Client has paid a deposit for services to HTD LTD at which point either party may indicate to the other, in writing, its prospective intention to terminate this Agreement. Finder shall be entitled to its Finder's Fee after the Retention Period, or, in the event a Business Transaction is consummated after the termination of the Retention Period, and under the terms of this Agreement, within 30 days of the consummation of the Business Transaction.

 

4. Exclusivity.

Finder's engagement under this Agreement is non-exclusive, and HTD LTD shall have the continuing right to deal with, and consummate Business Transactions with, other third party clients not discovered by Finder, either directly or through other brokers, agents, finders or other representatives, without any obligation to pay Finder a Finder's Fee or any other sum.

 

5. Eligibility.

Finder shall be entitled to the Finder's Fee in the event that during the Retention Period (i) the Business Transaction is consummated or materialized.

 

6. Date of Payment.

The Finder's Fee shall become due and payable by the Client immediately upon consummation of the Business Transaction. HTD LTD shall have no obligation to pay Finder any Finder's Fee or other amounts if the Business Transaction in question fails to close for any reason, including without limitation, as a result of an actual or purported breach or default by Client.

 

7. Calculation of Finder's Fee.

For purposes of this Agreement, the Finder's Fee shall be paid in the amount of £100 ONE HUNDRED POUNDS per Discovery.

 

8. Independent Contractor.

It is understood that this Agreement provides for the rendering of services by Finder as a finder only, as described herein, and does not include the rendering of any other services, including due diligence services. Finder acknowledges that it is an independent contractor and shall not be deemed to be HTD LTDs agent for any purposes whatsoever. Finder shall have no right or authority to assume or create any obligation or liability, expressed or implied, for or on behalf of HTD LTD, or to otherwise bind HTD LTD in any manner whatsoever.

 

9. Hold Harmless.

If Finder shall become entitled to a Finder's Fee under this Agreement, Finder hereby agrees to indemnify, protect, defend and hold harmless HTD LTD and its affiliates from and against any and all claims, actions, losses, liabilities, damages, liens, costs, or expenses (including, without limitation, reasonable attorneys' fees and costs), however described, arising from any claim by any other person or entity for brokerage or finder's fees, commissions, or similar compensation in connection with any Business Transaction involving a Prospective Investor discovered by Finder.

 

10. Sharing of Fees.

The Finder is specifically authorized to engage the services of any sub-agents and to share fees and commissions with other agents, provided that full disclosure of any fee or commission sharing is made to all parties.

 

14. Termination.

This Agreement may be so terminated by either party at any time, with or without cause. This Agreement may be terminated by either party by the giving of written notice of termination to the other.