Board Management and VC JV Contingency Agreement
Thank you for considering Hamilton Jones Associates, Inc. as a valued supplier of services. This agreement will outline our preliminary understanding of your requirements, timing, specifications, and compensation parameters. Further information may be included in other agreements with us.
OUR UNDERSTANDING OF YOUR REQUIREMENTS
Your Role:
Our experience demonstrates that the most successful management and venture capital search assignments are those in which we work closely together and partner with our client. Accordingly, we would like to indicate the unique contribution that you make to the process. While we seek to identify and recommend qualified candidates, you and your colleagues will decide whom to hire. There are several additional responsibilities that you should undertake to ensure that the best candidates are made available. These include:
1. To indicate clearly those relevant areas that you wish to keep confidential, and we will make every effort to do so.
2. To provide timely feedback to us regarding any background information we need to perform our services.
3. To schedule interviews promptly with candidates, and to report your findings as soon as possible after the interviews.
4. To provide our Firm with information regarding candidates you may have identified from other sources or from within your organization, so that they may be evaluated as a part of the search.
5. To assist in providing the appropriate information to candidates about your company that would enable them to make their decisions.
6. To be available to discuss the progress of the search, the challenges in the marketplace and the steps we can both take to improve the process, should that be required.
7. We request you do not advertise or use other methods while we are working on this assignment without discussing with our Firm first. More than one approach to the marketplace may compromise your confidentiality and competitive standing.
CONFIDENTIALITY, CIRCUMVENTION, COMPETITION
In view of the increasing complexity of many of our clients and our relationships, and the multifaceted relationships that result, we reaffirm our long-standing policy not to divulge client confidences for a specified period of time. As a result of this engagement, confidentiality will be for the duration of our agreement, and a minimum period of 12 months following the date this agreement terminates, unless an exception applies. We affirm that we are not currently in conflict of interest with any other client relationships. We will not circumvent any trusts or understandings you may have with us, by contacting any of your directors, officers, employees, vendors, partners, associates, clients, or competitors, for any purpose, without your prior approval. We will not compete, either directly or indirectly, with you, or your business, in any way. Exceptions to this policy include instances where this agreement is canceled, a client ceases to exist, does not pay our fees and/or expenses, authorized an exception, violates this agreement, or has a significant change in ownership, with our relationship ending.
PROFESSIONAL FEES AND EXPENSES
Consistent with the standards of our profession, our fees are contingent, non-refundable and equal to 30 percent of the total first year's estimated cash compensation for each board or senior management position filled. For fee calculation purposes, estimated first year cash compensation includes base salary, estimated or guaranteed incentive bonus, and any sign-on bonus (cash or cash equivalent including restricted stock).
It is our practice to bill the professional fee when the primary candidate accepts your offer, and any investment funds negotiated are successfully received by you. Our terms are net due upon receipt of invoice. Our guarantee is valid only if we receive payment of our service fee, in full, within ten (10) days after the date of the invoice. You agree that you are responsible for and shall pay any state sales or use tax that may be applicable to this transaction.
Your acceptance of board or senior management candidates from us shall be conclusive evidence of your acceptance of our schedule of charges, terms and conditions, unless we have a signed written notice to the contrary. If collection activities are necessary, you agree to pay all expenses thereof, including reasonable attorney fees. You consent to the jurisdiction of the courts of the state of Connecticut and its laws shall govern our relationship.
Candidates are referred to you in confidence. Should you refer or identify such a candidate to another company, which enters into a service relationship with the candidate, both companies shall be responsible for the payment of the service fee.
CLIENT SATISFACTION
Our VC and JV investors will represent legitimate opportunities, capable of supporting your proposal. our firm will continue to search for candidate investors (and their representatives) until the conditions of our agreements have been met. Either party may discontinue this agreement by written notification at any time. In the unlikely event that this occurs, you will be billed for (i) expenses incurred to the date of our receipt of your written notification; (ii) expenses committed with your approval that cannot be cancelled. Our professional fees and any expenses incurred are non-refundable.
MARKETING
To help protect client confidentiality, we do not use internet sites or listings. Most of our clients do not want information or knowledge of any developing senior management change situations released to the public, competitors, shareholders, and employees, without prior client approval. We rely upon our extensive knowledge base, professional contacts, and networks to obtain results in a confidential manner.
WELCOME
Our firm is delighted to have the opportunity to work with you, and we look forward to many years of an outstanding relationship. We recognize the role this position will play in your company's future plans and we can assure you of our best efforts on your behalf. Should you have any questions or require any further information, please contact us.
Acknowledgement