Finder Fee Agreement
Last updated: 19th January 2021
This Finder Fee Agreement (“Agreement”), is the agreement between you (either as an individual or an Entity (as defined below)) (“you”) and Dokka A.I. Ltd. (“Dokka”, “we”, “our” and similar terms) WHEREAS, the Company wishes to engage the Finder on a non-exclusive basis, to faithfully introduce the Company to various third-party customers with whom the Company does not currently have a relationship (the “Services”) in order that the Company can induce such customers to enter into a commercial relationship with the Company, all on the terms and conditions set forth herein.
WHEREAS, the Finder wishes to be engaged by the Company and provide the Services under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual representations and agreements set forth herein, the sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
- Term and Termination. This Agreement shall commence from the Effective Date and shall continue indefinitely as long as the client is still a customer of DOKKA’s unless terminated earlier in accordance with the following sentence (the “Term”). Either party may terminate this Agreement by providing 7 days’ prior written notice to the other party. Either party may terminate this Agreement immediately, by providing notice thereof in the event of an incurable breach of the other party. Notwithstanding anything herein to the contrary, the obligation to pay the fees set forth in Section 3 will survive the termination or expiration of this Agreement following the Term to the extent Finder is entitled to receive the Fee (as defined below) in accordance with the provisions herein unless this Agreement was terminated due to the Finder’s breach.
- Potential Customers. Finder shall disclose to the Company in writing by email the name of new third-party customers with whom the Company has never previously established contact and whom Finder believes to be appropriate for entering into a commercial relationship with the Company (each, a “Lead”). To the extent the Company provided its written consent by email for the Finder to continue with such Lead (a “Lead Confirmation”), Finder will reach out to the Lead and use its best efforts to set up a meeting or demonstration between Company and the Lead. Once the Company and such Lead complete a meeting or a demonstration within 4 weeks from the date of the Lead Confirmation, such Lead will be deemed a “Potential Customer”. Fees will only be paid on account of Potential Customers. If requested, Finder shall be required to make formal introductions of the Potential Customers to the Company and set up and participate in such meetings and any negotiations between the parties. The Company is under no obligation to enter into any agreement with any Potential Customer and may, in its sole discretion and without incurring any liability, decide not to enter into discussions and/or to finalize an agreement with any such Potential Customer.
3.1 In consideration for the Services provided by Finder pursuant to the terms of this Agreement, in the event a Potential Customer enters into an agreement pursuant to which such Potential Customer will receive services from the Company or a license to a product of the Company (a “Commercial Agreement”) within the Time Period (as defined below) , the Finder will be entitled to receive, subject to the provisions of Section 3.2, the Percentage (as defined below) (the “Fee”) of the Total Amount (as defined below) actually received by the Company from such Potential Customer on account of such Commercial Agreement for as long as they are customers of DOKKA and have signed the Commercial Agreement. For the purposes hereof: (i) “Total Amount” shall mean the net amount actually received by Company on account of this Commercial Agreement, less tax and any other expenses (including for shipping, handling, freight, COD charges, insurance, customs duties, trade discounts, and any other fees or charges that the Company pays to of any governmental authority), returns, reimbursements and the like that the Company is to pay on account of such revenue received or in order to receive such revenue. (ii) “Time Period” shall mean 3 months following the date a Lead was deemed as a Potential Customer, provided that to the extent such Potential Customer is not an accounting or bookkeeping firm such period of time shall be 6 months. (iii) “Percentage” shall mean 15% to the extent the Potential Customer is an accounting or bookkeeping firm and 20% if the Potential Customer is not an accounting or bookkeeping firm.
3.2 Notwithstanding the foregoing, to the extent any other party retained by the Finder has a right to receive a fee on such Commercial Agreement, then such fee shall be reduced from the Fee such that the Company will not pay more than the Fee for any Commercial Agreement.
3.3 The Fee shall be payable on a quarterly basis within thirty (30) days following the completion of each quarter on account of the preceding quarter.
3.4 All payments in cash shall be made in USD to a bank account to be designated by Finder to Company in writing.
3.5 The Finder shall not be permitted to receive any form of payment directly and/or indirectly from any Potential Customer in any direct or indirect connection to any Commercial Agreement.
3.6 Finder shall bear all of its expenses and shall have no claim for reimbursement from the Company.
3.7 VAT will be added to all cash payments contemplated hereunder, if applicable.
3.8 All payments hereunder shall be made against a duly issued tax invoice(s) and receipt(s) by Finder. The Company shall be entitled to withhold from payments all amounts as may be required from time to time under the applicable law. Finder shall bear full responsibility for all tax obligations relating to such payments, other than VAT, if applicable.
3.9 It is hereby agreed and accepted that other than the Fee, which consideration shall be deemed full consideration for the services provided hereunder, Finder will not be entitled to any other consideration for his services rendered hereunder.
- Relationship of the Parties. Finder is engaged by the Company to serve as an independent contractor and to use his/her best efforts to provide the Services to the Company during the Term. The Company does not grant Finder the right or authority to make or give any agreement, statement, representation, warranty, or other commitment, or to create any obligation of any kind, on behalf of the Company. Finder is not an employee of the Company and the Company shall have no obligation to treat Finder as an employee of the Company.
- Confidentiality. Finder agrees to hold all information of a confidential and/or proprietary nature that may be disclosed to Finder by the Company in strict confidence, not disclose it to any third party, use all reasonable precautions to prevent its unauthorized disclosure, and not use it for any purpose other than the provision of the Services; provided that no such information shall be disclosed to any Potential Customer without such Potential Customer executing a confidentiality agreement acceptable to the Company. Any information that is or becomes part of the public domain (other than as a result of a breach of this Section by Finder or anyone on his/her behalf) or was in Finder’s possession prior to its receipt from the Company shall not be subject to the confidentiality obligations set forth in this Section.
- Miscellaneous. (i) This Agreement shall be governed by and construed exclusively in accordance with the laws of Israel, without regard to its conflicts or choice of law rules and the courts of Tel-Aviv shall have exclusive jurisdiction over the parties and subject matter hereof; (ii) This Agreement sets forth the entire agreement and understanding between the Company and the Finder relating to the subject matter herein and merges all prior discussions and agreements between the parties with respect to that subject matter. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both parties; (iii) This Agreement shall not be construed against any party by reason of the drafting or preparation thereof; (iv) If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable; (v) This Agreement may be executed in several counterparts by electronic means or otherwise, each of which shall be deemed an original but all of which shall constitute one and the same instrument; (vi) Any notice, request, consent, or communication (each, a “Notice”) under this Agreement shall be effective if it is in writing and (a) personally delivered, (b) sent by a recognized overnight delivery service, with delivery confirmed, or (c) sent by electronic mail, with confirmed transmission (electronically or otherwise). A Notice shall be deemed to have been given as of (a) the date when personally delivered, (b) seven business days after being deposited with the registered mail, (c) one business day after being delivered to said overnight delivery service following transmission by electronic mail, as the case may be.