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Placement Agent Engagement Letter
"Need a Placement Agent Engagement Letter for our UK-based fintech startup to engage Goldman Sachs as placement agent for a Series C fundraising round of £50 million, with an exclusive mandate starting March 2025."
1. Letter Header: Date, addresses, reference details and salutation
2. Engagement Confirmation: Clear statement confirming the appointment of the placement agent
3. Scope of Services: Detailed description of placement agent services to be provided, including fundraising targets and investor approach
4. Fees and Expenses: Compensation structure, including management fees, success fees, and expense reimbursement policies
5. Term and Termination: Duration of engagement and circumstances under which the agreement can be terminated
6. Exclusivity: Terms of exclusive/non-exclusive arrangement and any carve-outs
7. Regulatory Compliance: Confirmation of regulatory status and compliance obligations
8. Confidentiality: Terms regarding confidential information handling and non-disclosure obligations
9. Governing Law: Specification of English and Welsh law as governing law
1. International Marketing: Additional terms for cross-border marketing activities and regulatory compliance in other jurisdictions
2. Sub-placement Agents: Terms governing the appointment and management of sub-agents, if permitted
3. Key Person Provisions: Specific commitments regarding key personnel and project team members
4. Indemnification: Terms regarding mutual indemnification and liability limitations
5. Non-Circumvention: Provisions preventing direct approaches to introduced investors
1. Fee Schedule: Detailed breakdown of fee structure, calculations, and payment terms
2. Services Description: Comprehensive list of services and deliverables to be provided
3. Target Investors: List of potential investors to be approached and any excluded investors
4. Compliance Requirements: Specific regulatory compliance obligations and requirements
5. Required Disclosures: Standard regulatory disclosures and risk warnings
Authors
Applicable Laws
Business Day
Carried Interest
Client
Closing
Confidential Information
Effective Date
Engagement Period
FCA
Fee
Force Majeure Event
FSMA
Group
Investment
Investment Documentation
Investor
Management Fee
Marketing Material
Placement Agent
Placement Fee
Private Placement
Professional Investor
Qualifying Investment
Regulatory Authority
Representative
Services
Target Investors
Term
Territory
Transaction
Transaction Documents
Term and Termination
Fees and Expenses
Exclusivity
Confidentiality
Representations and Warranties
Regulatory Compliance
Marketing Materials
Due Diligence
Indemnification
Client Cooperation
Limitation of Liability
Force Majeure
Assignment
Notices
Amendments
Governing Law
Dispute Resolution
Entire Agreement
Severability
Anti-Money Laundering
Data Protection
Conflicts of Interest
Marketing Restrictions
Reporting Requirements
Non-Solicitation
Third Party Rights
Client Information
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