Administrative Fee Agreement
This Administrative Fee Agreement (the "Agreement") is entered into this ___________ (the
"Effective Date"), between __________________ ("Investor"), and Millionaire Morning Mamas LLC
("Company"), a Georgia limited liability company. Investor and Company are sometimes individually
referred to herein as a "Party" and collectively as the "Parties". The expiration date of the Agreement
shall be one year from the effective date.
WHEREAS, Investor is in search of a professional investment advisor or advisory and management
firm;
WHEREAS, Investor has requested, and Company has agreed, that Company refer prospective
investment advisory and management professionals or firms (the “Referral”);
NOW THEREFORE, in consideration of the undertakings of the Parties set forth herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the Parties agree as follows.
1. Duties of Company.
(a) Duties. Company shall submit to Investor prospective Referral for Investor. Company
shall provide the prospective Referral’s name, address, phone number, and email address.
Company shall not, and does not, make any representations regarding the Referral’s goods or
services. Company shall not in any manner represent to any prospective Referral or any other
party that Company is authorized to act on Investor’s behalf. Company’s duties under this
Agreement shall be limited solely and exclusively to submitting prospective Referral and
introducing them to the Investor.
2. Investor’s Representations and Warranties. Investor hereby represents and warrants to
Company that Investor’s performance under this Agreement (i) will not violate any applicable
law, rule, regulation or judicial order, or violate any contractual obligation or confidential
relationship which Student may have to or with any third party, (ii) will not violate any
proprietary rights of third parties including, without limitation, patents, copyrights or trade
secrets, and (iii) any information Investor may supply to Company will have been obtained by
Investor lawfully.
3. Company’s Compensation.
(a) Company’s Fee. For all submissions and introductions of prospective Referrals by
Company to Investor, Company shall receive a flat administrative fee of $5,000 per year,
regardless of the value of the resulting services by the Referral to the Investor.
(b) Payment of Finder's Fee. Company shall invoice Investor for all Administrative Fees at
the time of, or prior to making the submission, which shall be paid by Investor within three
(3) days of submission. Administrative Fee shall be paid prior to any potential investment
opportunities are presented to Investor.
4. Obligations of Investor. Investor shall be under no obligation whatsoever to proceed with any
Referral provided by Company. At all times Investor shall have sole and absolute discretion with
respect to entering into any negotiations and agreements with prospective Referral.
5. Non-exclusivity. During the term of this Agreement Investor may engage any other firms
and/or individuals to act as a finder.
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6. Disclaimer. The information and services provided by the Company are for referral purposes
and not intended as, and shall not be understood or construed as, financial advice or agency. Lisa
Easton is not an attorney, accountant or financial advisor, and has not been hired by, or engaged in
business with any Referral to recruit potential customers or Investors. The Company has exercised
reasonable care to ensure that the information provided and the resources available are accurate
and provide valuable information. Regardless of anything to the contrary, nothing available
through the Company should be understood as a recommendation that you should not consult with
a financial professional to address your particular information. The Company makes no
guarantees or warranties regarding outcome, financial or otherwise, as a result of the Referral.
Neither the Company nor any of its employees or owners shall be held liable or responsible for
any errors or omissions or for any damage you may suffer as a result of any Referral introduction.
7. Indemnification.
(a) Mutual Indemnification. Each Party (the "Indemnifying Party") will indemnify, defend,
and hold the other Party, its respective shareholders, officers, directors, administrators,
managers, personnel, successors and assigns (each, an "Indemnified Party") harmless from
and against any and all damages (whether ordinary, direct, indirect, incidental, special,
consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, actions,
demands, lawsuits, costs, and expenses including, without limitation, reasonable attorneys'
fees, that arise out of or relate to (a) the negligence, willful misconduct or fraud of the
Indemnifying Party; (b) the Indemnifying Party's breach of any obligation, representation or
warranty under this Agreement; or (c) the failure by the Indemnifying Party to comply with
any applicable laws, rules and regulations. For purposes of this section, the acts or omissions
of a Party's employees, consultants, subcontractors, agents and representatives shall be
deemed the acts or omissions of that Party.
8. Limitation of Liability. EXCEPT FOR THE PARTIES DISCLAIMER UNDER SECTION 6.
OF THIS AGREEMENT AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 7. OF
THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS
AGREEMENT TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT,
STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR
SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE
TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF
WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT
LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
9. Termination. Either Party may terminate this Agreement at any time with or without cause by
providing immediate notice by email. Termination of this Agreement for any reason shall not
discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time
of such termination. Termination shall be in addition to any other remedies that may be available
to the non-breaching party.
10. Relationship of the Parties. Company and any of its employees or personnel performing any
services under this Agreement are independent contractors and are not employees of the Student
or the Referrals. Neither Party is the agent of the other and neither Party shall have any right or
authority to make or enter into any contract or other agreement in the name of or for the account
of the other Party, or to make any representation, or to assume, create or incur any obligation or
liability of any kind on behalf of the other Party. Each Party will be responsible for any applicable
payment and withholdings of any salary, benefits, incentives, and any other compensation or taxes
relevant to its personnel. Nothing in this Agreement, and no course of dealing between the Parties,
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shall be construed to create or imply an employment or agency relationship or a partnership or
joint venture relationship between the Parties or between one Party and the other Party's
employees or agents.
11. Governing Law and Venue. This Agreement will be governed by and interpreted in
accordance with the laws of the State of Georgia, without giving effect to the principles of
conflicts of law of such state. The Parties hereby agree that any action arising out of this
Agreement will be brought solely in any state or federal court located in Georgia, Cherokee
County. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.
THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM,
COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
12. Attorney's Fees. If either Party incurs any legal fees associated with the enforcement of this
Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its
reasonable attorney's fees and any court, arbitration, mediation, or other litigation expenses from
the other Party.
13. Assignment; The Company may not assign this Agreement nor any of its obligations
hereunder without the express written consent of the Investor. Any assignment without such
consent shall be null and void. Notwithstanding the foregoing, this Agreement shall be binding
upon and inure to the benefit of the successors, permitted assigns and legal representatives of the
Parties.
14. Severability. If any provision or portion of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or
portions shall remain in full force and effect.
15. Counterparts. This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original, but all of which together will constitute one and the same
instrument, without necessity of production of the others. An executed signature page delivered
via facsimile transmission or electronic signature shall be deemed as effective as an original
executed signature page.
16. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing,
signed by an authorized representative of the waiving Party. The failure of either Party to enforce
any provision of this Agreement shall not be construed as a waiver or modification of such
provision, or impairment of its right to enforce such provision or any other provision of this
Agreement thereafter.
17. Entire Agreement; Modification; Rights Cumulative. This Agreement is the entire
agreement between the Parties with respect to the subject matter hereof and supersedes any prior
agreements or communications between the Parties, whether written, oral, electronic or otherwise.
The express terms of this Agreement control and supersede any course of performance or usage of
the trade inconsistent with any of the terms of this Agreement. No change, modification,
amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing
and signed by authorized representatives of the Parties. The rights and remedies of the Parties
herein provided shall be cumulative and not exclusive of any rights or remedies provided by law
or equity.
IN WITNESS WHEREOF, the Parties have signed this Agreement on the date first set forth above.
COMPANY
By: _____________________________
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Lisa Easton
CEO Millionaire Morning Mamas
Date:
INVESTOR
By: _____________________________
Name:
Date: