TSV- Finder's Fee Agreement _SVP

7/17/2019 TSV- Finder's Fee Agreement _SVP

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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made efective as o ______________, 201_ by andbetween SV Professionals LLC, having its principal operations located at 3746 ill!on"#o$r%, &airfa', VA (()33, USA (hereinater reerred to as *Co!an+) and ___________ havingits principal oces at _______________, (“lient!)"

-ITNESSETH.

#$%&%', the lient desires to retain certain conslting services o ompany to assist inits eforts to raise operating capital throgh cash investment, *oint ventres and+or other meansand

#$%&%', ompany has the ability and willingness to assist lient, on the terms andconditions set orth herein, with capital ormation and+or with establishing appropriate *oinventre arrangements with -inancial .artners (hereinater the / -nding orces/)

#, $%&%-&%, in consideration o the mtal covenants and agreements herein belowset orth, the parties covenant and agree as ollows3

1" 'ppointment o ompany as a onsltant"

he lient hereby appoints ompany as its non/e'#l$si0e #ons$l%an% or and inconnection with the lient4s eforts to raise capital (the /-nding/), which -nding may ta5e theorm o one or more, or a combination o the ollowing3

(a) %6ity, ash, 7ebt , or any combination o these(b) 8oint ventre with a -nding orce as the lient may, in its sole discretion

deem to be acceptable"




he oregoing notwithstanding, the lient has made no commitment, and shall bender no obligation to prse or tili9e any -nding orce reerred, procred or provided by

ompany, or accept any conslting, investment or *oint ventre proposal"

2" 'cceptance o 'ppointment 'greement to :se ;est %forts"

ompany hereby accepts the appointment, and agrees, as Cons$l%an% or thelient, to se its best eforts to locate potential -nding orces or lient" ompany ma5es nocommitment, and has no obligation, to provide all or any o the -nding directly"

<" =ndependent tats o ompany as lient>s onsltant"

=t is nderstood and agreed that ompany (also reerred to as “onsltant! in thisdocment) shall be, at all times and or all prposes herender, operate as an independencontractor to lient and nder no circmstances shall be deemed an employee, partner or *ointventrer o or with lient" ompany agrees that it shall not directly or indirectly imply orepresent to others, or permit another to imply or represent to others that ompany has anyathority to act or, represent or bind lient in any matter by virte o this 'greement"

?" ther onsltants"

lient retains ll rights to employ other onsltants or and in connection with itseforts to secre the -nding, in its sole discretion"

@" erm"

he term o this 'greement shall begin on the day and year Arst above written, andnless earlier terminated in writing as per the provision o this ection @, shall atomatically




terminate pon a date thirty siB (<C) months ater the date o this 'greement, nless mtallyeBtended in writing or an additional period" %ither party may terminate this 'greement sb*ec

to a C0 day written notice sent to the addresses herein" ermination will be efective on receipt osch notice" lient shall be responsible or payment o all earned bt ncollected onsltanervices ees otlined in ection D herein as o the date o termination" :pon the termination othis 'greement, the retention and agency shall end, and onsltant shall immediately ceasesoliciting *oint ventres or nds or or on behal o lient, and shall terminate all then pendingsolicitations or ofers" :pon termination o this agreement, ections 12, 1<, and 1? shall srviveand remain in ll orce and efect"

C" ervices o onsltant"

7ring the term o this 'greement, onsltant shall assist lient in its eforts toprocre *oint ventre or -nding orces ready, willing and able to provide the lient withoperating capital, and+or enter into a *oint ventre arrangement with lient, pon sch terms andconditions as are acceptable to the lient at its sole discretion" onsltant agrees to eBercise itsbest eforts, s5ill and diligence in the perormance o its services herender and shall perorm allservices in a good and wor5manli5e ashion" onsltant>s service shall be eBclsively limited toidentiying and introdcing potential *oint ventre or -nding orces to the ompany and it wilbe p to the ompany to ma5e presentations, ollow ps and any closings with sch sorces"

D" ompensation o onsltant"

onsltant shall receive directly, at closing o any nding event, the ollowingcompensations or the nds raised3

i" U!%o 1)2 %en !er#en% o all amonts raised (“-nds!) rom each -ndingsorce introdced to lient nder this agreement, provided that sch

“closing!Es occr within a period o three years rom Arst introdcing lient tothe associated -nding sorces"




ii" =n case onsltant>s eforts reslt in *oint ventre or 'F other types obsiness relationship within a period o three years rom Arst introdcing

lient to the -nding sorces, a cash vale o each sch relationship wileither be mtally agreed pon in writing between lient and ompany, orthe services o an independent actary shall be engaged by lient toestablish the cash vale o the transaction(s) in 6estion" nce the cashvale is established, ompany shall receive 2 a5ree" in 7 i o all amontsraised rom each -nding sorce"

iii" =n case the -nds as described above in this section are received by lient inmltiple installments, ompany shall also receive its ees in installationseach installation being e6al to 2 a5ree" in 7 i o the amonts receivedby lient per installment"

=n all cases, ompany shall have the option, at its sole discretion, to receive all orpart o its ees in lient>s stoc5 o the same class and at the same price as the -nding orcesreceive at closing o -nding to the lient"

G" onditions to .ayment o ompensation"

he obligation o the lient to pay ompany the compensation set orth in ection Dhereo, is contingent pon and sb*ect to the ollowing3

(i) he lient shall have received and accepted a signed nding and+or 8oint Hentre'greement, as the case may be, in orms satisactory to lient in the lient>s solediscretion and

(ii) he lient shall have received in collected nds, payment in ll o the 8oinHentre+-nding called or in the sbscription or other agreements in cases where lientreceives progressive payments, onsltant shall receive his+her ees in the sameproportion as described in ection D herein rom each progressive payment received

I" 'greements"




%ach -nding orce shall complete and eBecte a 8oint Hentre+-nding'greement, in a orm acceptable to the lient, which *oint ventre+nding agreement shall be

delivered to the lient, together with the appropriate 6estionnaire(s) and payment to the liento the *oint ventre+nding agreement" lient has the right, in its sole discretion, to accept ore*ect any nding or *oint ventre agreement"

10" fering Jaterials"

'll materials prepared, created or obtained by onsltant abot lient, or or onbehal o lient, shall be prepared and+or approved by lient prior to any se thereo" lientmay, in its sole and absolte discretion alter, modiy or re*ect any or all sch materials"

11" Jtal =ndemniAcation"

a" %ach party shall indemniy and hold harmless the other party, each o itsdirectors, ocers and shareholders against any losses, claims, damages or liabilities to whicheither party, any o its directors, ocers or shareholders may become sb*ect, insoar as thelosses, claims, damages, or liabilities (or actions with respect to them) arise ot o, or are basedpon, any ntre statement or alleged ntre statement o any material act, or arise ot o, orare based pon the omission or the alleged omission to state a material act re6ired to bestated, or necessary to ma5e the statements not misleading, in each case to the eBtent, bt onlyto the eBtent, that the ntre statement or alleged ntre statement or omission or allegedomission was made by either party, in reliance pon and in conormity with written inormation

rnished to either party by the other party

b" .romptly ater receipt by either party o notice o the commencement o anyaction giving rise to a claim or indemniAcation nder this paragraph, either party shall notiy theother in writing o the commencement o the action" either party shall pay, ac5nowledgecompromise or settle any sch claim withot the written consent o the other party, whichconsent shall not be nreasonably withheld"




12" Jtal ondisclosre o onAdential =normation K onEircmvention"

a" ;oth .arties recogni9e and ac5nowledge that they have and will have accessto certain nonpblic inormation o the other party which shall be deemed conAdentiainormation (inclding, bt not limited to, bsiness plans, costs, trade secrets, licenses, researchpro*ects, proAts, mar5ets, sales, cstomer lists, strategies, plans or tre developmentAnancial inormation and any other inormation o a similar natre) that ater the consmmationo the transactions contemplated hereby will be valable, special and ni6e property o theother party" =normation shall not be deemed onAdential =normation and aforded theprotections o this ection 12 i sch inormation has been (=) developed by either partyindependently, (ii) rightlly obtained withot restriction by either party rom a third partyprovided that the third party had ll legal athority to possess and disclose sch inormation

(iii) pblicly available other than throgh the alt or negligence o either party, (iv) releasedwithot restriction by either party to anyone, inclding the :nited tates government, or (v)properly and lawlly 5nown to the other party at the time o its disclosre, as evidenced bywritten docmentation conclsively established to have been in the possession o the other partyon the date o sch disclosre" ;oth parties agree that it will not disclose, and will se its besteforts to prevent disclosre by any other .erson, o any sch conAdential inormation to any.erson, or any prpose or reason whatsoever, eBcept to athori9ed representatives o eitherparty"

b" otwithstanding the above in ection 12a herein, either party may se and

disclose any sch conAdential inormation to the eBtent that it may become compelled by legare6irements to disclose any sch inormation provided, however, that both parties shall se alreasonable eforts and shall have aforded both parties the opportnity to obtain an appropriateprotective order or other satisactory assrance o conAdential treatment or any schinormation compelled to be disclosed"

c" =n the event o termination o this 'greement, both parties shall se alreasonable eforts to case to be delivered to the other party, and to retain no copies o, anydocments, wor5 papers and other materials obtained by either party dring the condct o thematters provided or in this 'greement, whether so obtained beore or ater the eBection hereo

;oth .arties recogni9e and agree that violation o any o the agreements contained in thisection 12 will case irreparable damage or in*ry to both parties, the eBact amont o which




may be impossible to ascertain, and that, or sch reason, among others, both parties shall beentitled to an in*nction, withot the necessity o posting bond thereore, restraining any rthe

violation o sch agreements" ch rights to any in*nction shall be in addition to, and not inlimitation o, any other rights and remedies or each party"

d" lient recogni9es that ompany>s onAdential =normation is a particlarlyvalable asset o ompany and may contain names, contact inormation or other details abotprospective investors, byers or *oint ventre candidates" lient rther recogni9es and agreesthat sch names and+or contact inormation as described in this ection 12d herein, may beconsidered to be tools o the trade belonging to ompany and its misse may case irreparableharm to the ompany, inclding bt not limited to severe Anancial loss" lient hereby agrees tohold and maintain sch onAdential =normation o ompany in strictest conAdence or the sole

and eBclsive beneAt o ompany and it shall circmvent the ompany in any way bydirectly contacting or dealing with any o the entities or individals whose contact inormationmay be inclded in the onAdential =normation, withot Arst receiving appropriate permissionrom ompany to do so and withot appropriately compensating ompany or any sccess innding, investment or *oint ventre with any o them, as per the ee provisions o ection Dherein"

1<" Jiscellaneos

a" 'ttorney4s -ees"

=n any action at law or in e6ity or in any arbitration proceeding, or declaratoryrelie or to enorce any o the provisions or rights or obligations nder this 'greement, thensccessl party to sch proceeding, shall pay the sccessl party or parties all stattorilyrecoverable costs, eBpenses and reasonable attorneys4 ees incrred by the sccessl party orparties inclding withot limitation costs, eBpenses, and ees on any appeals and theenorcement o any award, *dgment or settlement obtained, sch costs, eBpenses andattorneys4 ees shall be inclded as part o the *dgment" he sccessl party shall be thatparty who obtained sbstantially the relie or remedy soght, whether by *dgment, compromise

settlement or otherwise"




b" 'mendments and #aivers"

his 'greement may not be amended, nor may compliance with any term, covenantagreement, condition or provision set orth herein be waived (either generally or in a particlainstance and either retroactively or prospectively) nless sch amendment or waiver is agreed toin writing by all parties hereto"

c" #aiver"

o waiver o any breach o any one o the agreements, terms, conditions, or covenants o

this 'greement by the parties shall be deemed to imply or constitte a waiver o any otheragreement, term, condition, or covenant o this 'greement" he ailre o any party to insist onstrict perormance o any agreement, term, condition, or covenant, herein set orth, shall notconstitte or be constred as a waiver o the rights o either or the other thereater to enorceany other dealt o sch agreement, term, condition, or covenant neither shall sch ailre toinsist pon strict perormance be deemed scient gronds to enable either party hereto toorego or sbvert or otherwise disregard any other agreement, term, condition, or covenants othis 'greement"

d" Loverning Maw"

his 'greement, and the rights and obligations o the respective parties, shall be governedby and constred in accordance with the laws o the tate o olorado"

e" otices"




'ny notice, commnication, ofer, acceptance, re6est, consent, reply, or advice (hereinseverally and collectively, or convenience, called /otice/), in this 'greement provided opermitted to be given, served, made, or accepted by any party or person to any other party orparties, person or persons, herender mst be in writing, addressed to the party to be notiAed atthe address set orth above, or sch other address as to which one party notiAes the other inwriting prsant to the terms o this ection, and mst be served by (1) teleaB or other similarelectronic method, or (2) depositing the same in the :nited tates mail, certiAed, retrn receiptre6ested and postage paid to the party or parties, person or persons to be notiAed or entitled toreceive same, or (<) delivering the same in person to sch party"

otice shall be deemed to have been given immediately when sent by teleaB or otherelectronic method and seventyEtwo hors ater being deposited in the :nited tates mail, orwhen personally delivered in the manner hereinabove described" otice provided in any mannenot speciAed above shall be efective only i and when received by the party or parties, person orpersons to be, or provided to be notiAed"

'ny party receiving a acsimile transmission shall be entitled to rely pon a acsimiletransmission to the same eBtent as i it were an original" 'ny party may alter the address towhich commnications or copies are to be sent by giving notice o sch change o address inconormity with the provisions o this ection or the giving o notice"

" -aB+onterparts"

his 'greement may be eBected by teleB, telecopy or other acsimile transmission, andsch acsimile transmission shall be valid and binding to the same eBtent as i it were an original-rther, this 'greement may be signed in one or more conterparts, all o which when ta5entogether shall constitte the same docments" -or all evidentiary prposes, any one completeconter set o this 'greement shall be considered an original"

g" aptions"




he caption and heading o varios sections and paragraphs o this 'greement are oconvenience only and are not to be constred as deAning or limiting, in any way, the scope o

intent o the provisions hereo"

h" everability"

#herever there is any conNict between any provision o this 'greement and any statte,law, reglation or *dicial precedent, the latter shall prevail, bt in sch event the provisions othis 'greement ths afected shall be crtailed and limited only to the eBtent necessary to bringit within the re6irement o the law" =n the event that any part, section, paragraph or clase othis 'greement shall be held by a cort o proper *risdiction to be invalid or nenorceable, the

entire 'greement shall not ail on accont thereo, bt the balance o the 'greement shalcontine in ll orce and efect nless sch constrction wold clearly be contrary to theintention o the parties or wold reslt in nconscionable in*stice"

=" 8risdiction and Hene"

8risdiction over any action, proceeding or arbitration shall be proper only i Aled andmaintained in olorado, and vene shall be proper thereore only in the onty o 7enver as tostate cort proceedings or the 7istrict ort or the 7istrict o olorado as to ederal cortproceedings"

*" 'ssignment"

either party may directly or indirectly assign or delegate, by operation o law orotherwise, all or any portion o its+their+his rights, obligations or liabilities nder this 'greementwithot the prior written consent o all other parties, which consent may be withheld in theirrespective sole and absolte discretion"

5" %ntire 'greement E 'mendment"

his 'greement, and other docments delivered prsant to this 'greement, contain all othe terms and conditions agreed pon by the parties relating to the sb*ect matter o this'greement and spersede all prior and contemporaneos agreements, letters o intent

representations, warranties, disclosres, negotiations, correspondence, nderta5ings andcommnications o the parties, oral or written, respecting that sb*ect matter"




= #=% #$%&%-, the parties have signed the 'greement the date and year Arst abovewritten"

SV Professionals LLC

___________________________________________

ridhar Holimeneni, .resident

lient3 ______________________________________

;y3

____________________________________________

ame K itle3 ________________________________

TSV- Finder's Fee Agreement _SVP

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