Fee Protection Agreement (IMFPA)

Recital

The words each party hears or reads before consenting. Bracketed names are the fields below.

The date is filled when consent is recorded; [date] is not one of the fields.

Fields

Clauses

1. Non-circumvention

   During the term, neither party will, directly or through any affiliate, agent or other person, contact, solicit, deal with or transact with any person, business or source introduced by the other party in connection with [opportunity], or otherwise bypass the introducing party, without that party's prior written consent. An introduction is identified in writing or by recorded statement when it is made. This clause does not restrict dealings with a person who already had a documented relationship with the receiving party before the introduction.

2. Fee protection

   If [party_b] or any of its affiliates closes a transaction with [introduced_party], or any of its affiliates, in connection with [opportunity] during the term or within 12 months after it ends, [party_b] will pay [party_a] a fee of [fee_bps] basis points of the gross value of that transaction, and not less than [amount_minor] in minor units of [currency]. In this clause, minor units means cents for USD and millionths of one USDC for USDC. The fee is due when the transaction closes and is paid by [party_b] directly to [party_a]. The fee is an obligation between the parties only. UnyKorn LLC is not a party to it and takes no share of it.

3. Confidentiality

   Confidential Information means non-public information one party (the discloser) shares with the other (the recipient) in connection with this agreement, in any form. The recipient will use it only for the purpose of this agreement, share it only with its personnel and advisers who need it and owe a duty of confidence at least as strict as this one, protect it with at least reasonable care, and return or destroy it on the discloser's written request. Confidential Information does not include information that is or becomes public through no fault of the recipient, was lawfully known to the recipient before disclosure, is lawfully received from a third party without a duty of confidence, or is independently developed. The recipient may disclose information where law, regulation or a court order requires it, after giving the discloser prompt notice where the law allows.

4. Term and survival

   This agreement starts on the date the last party consents and runs for [term_months] months. Either party may end it early by written notice if the other materially breaches it and does not cure the breach within 30 days of notice. Duties of confidentiality for information shared during the term continue for 24 months after the term ends, and for trade secrets for as long as they remain trade secrets. Payment obligations that arose during the term, or within any tail period this agreement sets, continue until paid.

5. Governing law

   This agreement is governed by the law of the jurisdiction selected for it when the parties consent, chosen from the jurisdictions listed for this template, without regard to that jurisdiction's conflict-of-laws rules. Where the selected jurisdiction is the United Arab Emirates, the governing law is the law of the Dubai International Financial Centre (DIFC). If no jurisdiction is selected, the law of the State of Wyoming applies.

6. Arbitration

   Any dispute arising out of or relating to this agreement, including its formation, is finally resolved by confidential arbitration before a single arbitrator, seated in the jurisdiction whose law governs this agreement; where the selected jurisdiction is the United Arab Emirates, the seat is the Dubai International Financial Centre (DIFC). The arbitration follows rules the parties agree in writing or, failing agreement within 30 days of a written notice of dispute, the UNCITRAL Arbitration Rules. The language of the arbitration is English. Judgment on the award may be entered in any court with jurisdiction. Either party may ask a court for urgent interim relief to protect confidential information or preserve the status quo pending the arbitration.

Jurisdiction notes

The regime notes from the Legal-X jurisdiction dossiers, for each jurisdiction this template is written for.

Legal footing

ESIGN (15 U.S.C. §7006(5)) and UETA define an electronic signature as an electronic sound, symbol or process attached to or logically associated with a record and executed with intent to sign; a recorded recital with intent qualifies. eIDAS (EU) Art. 3(10) defines a simple electronic signature as data in electronic form attached to or logically associated with other data and used by the signatory to sign. Singapore and Hong Kong ETAs are similar. Enforceability depends on the facts and the forum.

Orientation, not legal advice; counsel to confirm.