This agreement is made by and between the parties below identified as Intermediary Facilitator, DSE Consultants LLC and or its affiliate or subsidiary or assigns (hereinafter DSE Consultants LLC).
Compensation: Upon the successful closing of this transaction DSE Consultants LLC irrevocably agrees to pay the fees of $1,250,000 USD (individually) to the nominated persons/companies in the (Master FEE Protection Agreement). Except for those claims or Fees that arise pursuant to any pre-existing agreements between DSE Consultants LLC and DSE Consultants LLC Representative, all Payees except DSE Consultants LLC Representative agree without limitation or qualification to accept the fees paid pursuant to this Agreement as their full and complete compensation for their respective marketing efforts and indemnify and hold DSE Consultants LLC harmless for and against any and all other claims they may incur as a result of their participation with this transaction or their association with DSE Consultants LLC.
Exception: Any additional successful negotiation between DSE Consultants LLC and the Investor shall cause DSE Consultants LLC to pay the Fee/commissions as outlined herein. All Fees due as set forth above shall be paid by electronic funds via wiring instructions that shall be provided to DSE Consultants LLC at, or prior, to the closing.
Attorney Fees and Costs: In the event of any such legal action, the prevailing party shall recover all costs and expenses thereof, including reasonable attorneys fees from the losing party.
Modification and Waiver: None of the terms or conditions of this Agreement may be waived except in writing by the party entitled to the benefits thereof. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the Intermediaries, DSE Consultants LLC Representative and DSE Consultants LLC. No waiver of any of the provisions of this Agreement shall be deemed or constitute waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver.
Invalid Provisions: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the present or future laws by any court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the legality, enforceability or validity of any other provisions or of the same provision as applied to any other fact or circumstance and such illegal, unenforceable or invalid provision shall be modified to the minimum extent necessary to make such provision legal, valid, enforceable, as the case may be.
Electronic Transmissions: Electronic transmissions of this Agreement shall be considered an original of the Agreement, shall have the same effect and force as signed hard-copy originals of this Agreement, and shall be binding and legally enforceable as if they were originals.
Entire Agreement: This Agreement and Non-Disclosure and Non-Circumvention Agreement heretofore executed, contains the entire understanding between the parties relating to the subject matter hereof except as to any pre-existing agreements between DSE Consultants LLC and DSE Consultants LLC Representative. There are no representations, arrangements, understandings, or agreements; oral or written, relating to the subject matter of this Agreement, except those expressed in this Agreement and the Non-Disclosure and Non-Circumvention Agreement and any pre-existing agreements between DSE Consultants LLC and DSE Consultants LLC Representative.
Each Party shall hold each and every other party harmless from any and all liability, expenses or claims arising from the accuracy, disclosure or use of information provided within the parameters of this agreement. This Agreement is governed under the laws of the State of Montana.
Third Party Beneficiaries. Except for the parties to this Agreement, no other person or entity shall have any rights or obligations arising from or in respect of this Agreement, shall be entitled to enforce any of the terms, conditions or provisions herein, or is an intended third party beneficiary of this Agreement in any respect whatsoever except for any persons under contract with DSE Consultants LLC Representative for services relating to this Transaction.. The undersigned parties, having read this Agreement as revised, acknowledge their knowing and voluntary agreement to be bound by its terms and have executed this Agreement as of the dates set forth below.
Separate Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same.
IN WITNESS WHEREOF, this Agreement is executed by all Parties as listed below
INTERMEDIARY FACILITATOR: Authorized Signature: Company Name: Name/Title: Street Address: City/State/Zip: Phone: E-mail Address; IRREVOCABLE DISBURSEMENT INSTRUMENT/PAYMENT ORDER
DSE Consultants LLC, hereby, with full legal responsibility, under PENALTY OF PERJURY of law, issue this Fee Protection Agreement (Irrevocable Disbursement Instrument/Payment Order) to the Beneficiaries named herein for Consultant Services rendered in connection with this transaction. Separate Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument.
Transaction Description: Final Fee Amount of: $One Million and Two Hundredand Fifty Thousand dollars USD($1,250,000 USD) from which the Final Fee to be paid by Paymaster (DSE Consultants LLC) pursuant to The Fee as listed and scheduled in the Compensation clause of the Master Fee Protection Agreement.
Authorized By DSE Consultants LLC:
ByDate
Banking Co-ordinates for all Payees:
Name: Paid as: Intermediary Facilitator
BANKING CO-ORDINATES:
COMMISSION : $1,250,000 USD Bank Name : Bank Address : Account Name : Account Number : SWIFT Code : Routing Number :
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