Terms and Conditions
THIS AGREEMENT (will be dated the date of application acceptance) BETWEEN you and; ecoConnect CIC dba Greenbackers, ecoConnect CIC is a not-for-profit organisation registered in England and Wales (company no. 7081905, VAT no. 992111525)
(“Greenbackers”) AND: Your Company
WHEREAS:
Upon selection by the selection committee, Greenbackers will arrange for the Company to attend one of its investor matchmaking events to present to clean technology investors, and/or if opted into by the Company, Greenbackers will distribute the Company’s information electronically to clean technology investors participating in its entrepreneur and investor matchmaking program (collectively or individually, “Activities”); and The Company will pay an up-front application fee of £250.00 + VAT to Greenbackers.
The Company will agree to undertake to attend, or will have already attended, a Coaching Workshop (Cleantech Bootcamp: Pitching for Green Investment Workshop) to be held prior to the investor matchmaking event, paying the public entry rate (£45.00 + VAT as of June, 2011)
The parties hereto agree that Greenbackers will be entitled to a finder’s fee (see paragraph 3 below) upon the successful completion of an agreement between the Company and any prospective investors or customers to which an introduction was directly facilitated by these Activities.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements herein contained and subject to the terms and conditions hereafter set out, the parties hereto agree as follows:
1. In this Agreement:
(a) “affiliate” means with respect to any person, any other person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such person, and includes any person in like relation to an affiliate;
(b) a person shall be deed to “control” another person if such person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise, and the term “controlled” shall have similar meaning;
(c) “person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a governmental authority or body, and the executors, administrators or other legal representatives of an individual in such capacity; and
(d) a financing or sales contract shall be deemed to have been directly facilitated by Greenbackers Activities where such financing or sales contract is with any attendee of a investor matchmaking event at which the Company presented, or any affiliate of an attendee, or any investor, or any affiliate of an investor, participating in Greenbacker’s program if opted into by the Company.
2. The Company hereby agrees to pay to Greenbackers a finder’s fee with respect to any financing or sales contract obtained by the Company as a direct result of introductions facilitated by the Activities (the “Finder’s Fee”) and completed within 24 months of the commencement of the Activities. For the purposes of this Agreement, a financing transaction shall be deemed to be completed upon closing of such financing and a sales contract shall be deemed to be completed upon the entering into a definitive sales contact (each, a “Closing”).
3. FINDERS FEE: The amount of the Finder’s Fee shall be as determined by the following formula:
(a) 5% of the first million Pounds (£) the Company is entitled to receive under the transaction;
(b) 4% of the second million Pounds (£) the Company is entitled to receive under the transaction;
(c) 3% of the third million Pounds (£) the Company is entitled to receive under the transaction;
(d) 2% of the fourth million Pounds (£) the Company is entitled to receive under the transaction; and
(e) 1% of the value of all amounts above four million Pounds (£), which the Company is entitled to receive under the transaction.
4. PAYMENT OF FINDERS FEE
(a) If a Finder’s Fee shall become payable to Greenbackers as the result of an equity financing of the Company, the Company will pay the Finder’s Fee to Greenbackers by certified cheque, bank draft or wire transfer to an account designated by Greenbackers in writing.
(b) Greenbackers offers the option, at Greenbacker's and the Company's sole discretion, negotiation and agreement, to receive the Finder’s Fee in equity securities of the Company.
(c) If item 4b of this agreement is not agreed to by both of the Parties, then item 4a of this agreement shall remain in effect and mandated.
5. The Finder’s Fee shall be paid within 15 business days of the Closing of a financing that is subject to this Agreement or within 15 business days of each receipt by the Company of monies under a sales contract subject to this Agreement (each, a “Payment”). With respect to Finder’s Fees paid in respect of sales contracts, payments shall be calculated on the total value of the contract and paid proportionally on each Payment received by the Company for the first two years of any such sales contract.
6. The Company shall promptly notify Greenbackers following the execution of any letter of intent, term sheet, engagement letter or other agreement relating to a pending financing or commercial sale that would trigger a Finder’s Fee under this Agreement.
7. The Company shall be responsible for any of its own travel expenses and accommodation expenses related to the Activities.
8. Greenbackers is hereby engaged by the Company on a non‑exclusive basis and the Company may, in its sole discretion and on terms it deems appropriate, engage or retain other parties to assist it in locating and securing investors or customers.
9. Greenbackers is hereby engaged by the Company for the sole purpose of facilitating the introduction of the Company to prospective investors through its Activities. Greenbackers has no authority to negotiate or enter into agreements on behalf of the Company. All negotiations and technical presentation to prospective investors shall be made or carried out by the Company.
10. Greenbackers is not registered as an investment dealer or advisor with any securities commission or similar regulatory authority in any jurisdiction and cannot and will not, have any involvement in any transaction that may take place between the Company and any prospective investor.
11. Greenbackers will not:
(a) discuss any matters with the Company or investors that requires familiarity with securities;
(b) advise the Company or investors on the merits of particular investments, securities, any proposed listing of securities on any exchange or quotation service or otherwise provide securities advice;
(c) participate in negotiating the terms of any transaction; or
(d) handle funds or securities in connection with any transaction.
12. The Company represents and warrants to, and covenants and agrees with Greenbackers that:
(a) the Company is duly and validly existing under the laws of the jurisdiction stated on the first page of this Agreement;
(b) this Agreement has been duly approved by all requisite corporate actions of the Company and the Company has good and sufficient right and authority to enter into this Agreement on the terms and conditions set forth herein and to pay the Finder’s Fee;
(c) the making of this Agreement and the completion of all the transactions contemplated hereby will not conflict with, or result in the breach of or the acceleration of any indebtedness under, or constitute default under, the constating documents of the Company or any indenture, mortgage, agreement, lease, license or other instrument to which it is a party or by which it is bound, or any judgment or order of any court or administrative body by which the Company is bound;
(d) to its knowledge, the execution and delivery of this Agreement, the performance of its obligations under this Agreement and the completion of the transactions contemplated under this Agreement will not result in the violation of any law or regulation by the Company; and
(e) all information provided by, or to be provided by, the Company to Greenbackers or to any prospective investors in connection with this Agreement, or the transactions contemplated hereby is, or shall be, true and complete in all material respects.
13. The Company authorizes Greenbackers to submit information provided by it to potential investors. Greenbackers has not verified the information provided by the Company and makes no warranties or representations regarding the truth, accuracy or completeness of the information provide by such. Additionally, Greenbackers is not responsible for the release of any confidential, restricted or proprietary information provided by the Company in its application.
14. Greenbackers makes no warranty or representation that any of the Activities or related services provided by Greenbackers will result in the Company completing a financing or procuring a sales contract.
15. Nothing contained in this Agreement shall be construed as:
(a) creating any obligation on Greenbackers to market the Company or solicit prospective investors for the Company; or
(b) constituting Greenbackers as an agent of the Company.
16. This Agreement shall not be construed as a partnership, and Greenbackers shall not be liable for any obligation incurred by the Company, nor shall Greenbackers be liable for any injuries, liabilities or damages suffered by or caused by the Company. In the event of any breach of any of the representations, warranties or covenants herein contained, the breaching party shall indemnify, defend and hold harmless the other party from any and all damages, claims, losses, causes of action, costs, expenses and fees incurred by the other party, directly or indirectly, as a result of any such breach.
17. The Company agrees to indemnify and hold harmless Greenbackers, its officers, directors, employees, agents and their respective affiliates (the “Indemnified Parties”) from and against all claims, damages, losses and expenses, direct and indirect, or consequential damages, including but not limited to fees and legal expenses, including any arbitration costs, arising out of or resulting from the performance of the work by or claims against the Indemnified Parties related to the services performed for the Company. This indemnity shall survive termination of this Agreement and complete from any of the transactions contemplated hereby.
18. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any prior understandings and agreements between the parties with respect to its subject matter. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express implied or statutory between the parties other than as expressly set forth in this Agreement.
19. The term of this Agreement shall be 2 years from the date of this Agreement. Notwithstanding termination or expiry of this Agreement, if the Company completes a Closing of a transaction that would otherwise be subject to a Finder’s Fee under this Agreement, Greenbackers shall be entitled to receive a Finder’s Fee with respect to such Closing, including with respect to Payments received by the Company after such expiration or termination of this Agreement.
20. The decision of whether or not to proceed with any proposal shall be at the sole discretion of the Company, and the Company shall incur no obligation whatsoever to Greenbackers in the event that any proposal is rejected.
21. Any notice under this Agreement will be given in writing and must be delivered, sent by facsimile or electronic communication or mailed by prepaid post and addressed to the party to which notice is to be given at the address of the party provided on the first page of this Agreement or such other address designated by the party in writing.
22. Time shall be of the essence in the performance of this Agreement.
23. This Agreement will be subject to and construed in accordance with and governed by the laws of the The United Kingdom and Northern Ireland and the laws of The United Kingdom and Northern Ireland applicable therein.
24. This Agreement may not be assigned by either party hereto.
25. This Agreement may be amended in writing with the mutual consent of both parties.
26. This Agreement shall be binding upon and shall enure to the benefit of each of the parties hereto and their respective permitted receivers, successors and assigns.
27. For the convenience of the parties, this Agreement may be executed in any number of counterparts and delivered by facsimile or other electronic means, and each executed counterpart shall, for all purposes, be deemed an original and shall have the same force and effect as an original, but all of which together shall constitute in the aggregate one and the same agreement.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement on the date of this application's acceptance. A personalized copy will be emailed as reference to the email address entered above upon acceptance.