What are the key elements that should be included in a Finder's Fee Agreement?

I recently came across an opportunity to connect a buyer with a seller in a business transaction, and I believe I could play a valuable role in facilitating the deal. However, I want to ensure that my efforts are properly compensated, so I am considering entering into a Finder's Fee Agreement with either the buyer or the seller. I understand the basic concept of a Finder's Fee Agreement, but I want to ensure that I include all the necessary details and protect my interests. Therefore, I would like to know what key elements should be included in such an agreement to make it legally sound and fair to all parties involved.

Damien B.

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Business Lawyer

Licensed in New York

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October 3, 2023

A Finder's Fee Agreement in New York should be detailed and comprehensive to ensure clarity and protect your interests. Key elements include: 1. Parties: Identify all parties with legal names and contact information. 2. Finder's Role: Define the nature of the agreement and the scope of your role. 3. Transaction Details: Specify the type of transaction and describe the goods/services involved. 4. Compensation: State fee structure, payment terms, and contingency clauses. .5. Option to Exclusivity, Non-Circumvention, Confidentiality, Term, and Compliance clauses. 6. No Guarantee of Success and Indemnification provisions. 7. Governing Law, Entire Agreement, and Signatures. Optional elements like Payment Method, Expenses, and Force Majeure Clause can be added for clarity. You should ensure legal review for alignment with the law. Brokerage license requirements in New York are needed for activities beyond basic introductions, negotiations, advising, real estate deals, or active closing involvement. Engaging without a license can lead to penalties and contract enforceability issues. Generally, limited activities like introductions or passive referrals typically do not require a brokerage license as they fall under a "finder" role rather than a "broker" role; however, there is no bright line distinguishing the two, and depends on the specific facts and circumstances. A way to protect is to receive a flat fee or hourly compensation.