In consideration of the mutual covenants and undertakings to be performed by this Agreement, the Parties agree, as follows:
BeneShield Financial, LLC ("Company")
Client signing the document ("Nation/Client")
Reason for Funding ("Project")
1. RIGHT TO NEGOTIATION OF PROJECT FUNDING
The Republic hereby grants the Company the exclusive right to negotiate on behalf of the Nation/Client to procure project funding (“Funding”) for the Project(s) from our associated private wealth structure selected by Company (“Funder”) on terms and conditions acceptable to the Client.
2. STRUCTURING FEES
If Funding procured by Company for a Project closes within the time period set forth in Section 3, the Company shall be entitled to be paid a total fee of five percent (5%) of the total amount of Funding for the Project (“Fee”). Company’s Fee shall only be earned upon closing of each transaction. Among the terms and conditions of the Funding shall be the specific term that Nation/Client shall be the entity responsible for the payment of the Fee to the Company unless otherwise noted through the private wealth structure. Nation/Client agrees to a fee of 5 basis points (.05%) per securitization through our private wealth structure, which will be introduced to the Client.
3. TERM OF AGREEMENT
This agreement shall extend for a period of 5 years upon the first transfer of assets into the private wealth structure, and extend for 5 years on each subsequent transfer, into the account of the Nation/Client.
4. RESPONSIBILITIES OF COMPANY
In consideration of the rights granted herein, the Company shall perform the following duties during the term of the Agreement:
5. CONFIDENTIALITY
The Parties to this Agreement shall not, in any fashion, form, or manner, either directly or indirectly:
1. Duplicate any non-public, business related information (“Confidential information”);
2. Use any Confidential Information other than solely for the benefit of the Parties involved; or
3. Permit a third party to use any Confidential Information in any manner.
6. EXPENSES
Nation/Client agrees to pay reasonable, customary, market rate necessary out-of-pocket expenses required by a Funder in connection with any commitment for Funding or the closing of a Funding, subject to prior approval of the Nation/Client. This does not include any legal fees for legal paperwork, such as a private placement memorandum or promissory note, which will be invoiced separately. No expenses will be due to Company if the Project does not get financed through the Company’s efforts.
7. INDEMNIFICATION
The Company and Nation/Client agree to defend, indemnify, and hold harmless the other Parties from and against any all third party claims that are based upon (a) a violation of law, (b) a violation of this Agreement, or (c) the violation of any third party’s rights.
8. NO MODIFICATION UNLESS INWRITING
No modification of this Agreement shall be valid unless in writing and signed by the Parties.
9. INTEGRATION
This Agreement constitutes the entire agreement between the Parties hereto and supersedes any prior oral or written agreements or understanding.
10. GOVERNING LAW
This Agreement shall be subject to and governed by the internal laws of the State of Montana without regard to principles of choice of law. The Parties hereto each agree that all disputes arising hereunder shall be tried in the federal and state courts located in Montana, and each party hereby agrees to submit to the exclusive jurisdiction of those courts and waives any right to trial by jury.
BeneShield Financial, LLC ("Company")
Client signing the document ("Nation/Client")
Reason for Funding ("Project")
1. RIGHT TO NEGOTIATION OF PROJECT FUNDING
The Republic hereby grants the Company the exclusive right to negotiate on behalf of the Nation/Client to procure project funding (“Funding”) for the Project(s) from our associated private wealth structure selected by Company (“Funder”) on terms and conditions acceptable to the Client.
2. STRUCTURING FEES
If Funding procured by Company for a Project closes within the time period set forth in Section 3, the Company shall be entitled to be paid a total fee of five percent (5%) of the total amount of Funding for the Project (“Fee”). Company’s Fee shall only be earned upon closing of each transaction. Among the terms and conditions of the Funding shall be the specific term that Nation/Client shall be the entity responsible for the payment of the Fee to the Company unless otherwise noted through the private wealth structure. Nation/Client agrees to a fee of 5 basis points (.05%) per securitization through our private wealth structure, which will be introduced to the Client.
3. TERM OF AGREEMENT
This agreement shall extend for a period of 5 years upon the first transfer of assets into the private wealth structure, and extend for 5 years on each subsequent transfer, into the account of the Nation/Client.
4. RESPONSIBILITIES OF COMPANY
In consideration of the rights granted herein, the Company shall perform the following duties during the term of the Agreement:
- Actively pursue and use the Companies’ best efforts to obtain Funding for the Projects on the most favorable terms reasonably possible for the Nation/Client;
- Timely compile and complete all necessary paperwork and other submittals as requested or required by the Company;
- Communicate with and keep the Nation/Client informed of all material developments related to the Companies’ efforts to obtain Funding for the Project(s); and
- Perform all such other duties and services necessary in order to obtain Funding for the Projects.
5. CONFIDENTIALITY
The Parties to this Agreement shall not, in any fashion, form, or manner, either directly or indirectly:
1. Duplicate any non-public, business related information (“Confidential information”);
2. Use any Confidential Information other than solely for the benefit of the Parties involved; or
3. Permit a third party to use any Confidential Information in any manner.
6. EXPENSES
Nation/Client agrees to pay reasonable, customary, market rate necessary out-of-pocket expenses required by a Funder in connection with any commitment for Funding or the closing of a Funding, subject to prior approval of the Nation/Client. This does not include any legal fees for legal paperwork, such as a private placement memorandum or promissory note, which will be invoiced separately. No expenses will be due to Company if the Project does not get financed through the Company’s efforts.
7. INDEMNIFICATION
The Company and Nation/Client agree to defend, indemnify, and hold harmless the other Parties from and against any all third party claims that are based upon (a) a violation of law, (b) a violation of this Agreement, or (c) the violation of any third party’s rights.
8. NO MODIFICATION UNLESS INWRITING
No modification of this Agreement shall be valid unless in writing and signed by the Parties.
9. INTEGRATION
This Agreement constitutes the entire agreement between the Parties hereto and supersedes any prior oral or written agreements or understanding.
10. GOVERNING LAW
This Agreement shall be subject to and governed by the internal laws of the State of Montana without regard to principles of choice of law. The Parties hereto each agree that all disputes arising hereunder shall be tried in the federal and state courts located in Montana, and each party hereby agrees to submit to the exclusive jurisdiction of those courts and waives any right to trial by jury.
