Haytham, Shoufa w fi 2 things ma m2akade menon: 5. [2.1] remove first sentence (see below about retainer) 6. I'd like to add something that reflects our goals of a $3mm loan or $8.5mm investment - which was in the package. We can't accept less but would accept more. J From: Haytham Faraj [mailto:haytham@puckettfaraj.com] Please add the below information, as necessary, to the attached contract. From: Will Donaldson [mailto:will@donaldson.net] Good morning Haytham, We've been swamped with the daily grind and existing client grunt work but have finally reviewed the proposed "Master Service Agreement." Here are the suggested changes to the MSA. 1. Date at the top. 2. Address: 320 S. 23rd Street, Suite 1508 Arlington VA 22202 3. add to bottom of section [c] - Travel will be approved in writing before any trips are confirmed, and HCI has the right to provide tickets and lodging. 4. [1.3] add - Client has provided all details requested on Feb 11. 5. [2.1] remove first sentence (see below about retainer) 6. I'd like to add something that reflects our goals of a $3mm loan or $8.5mm investment - which was in the package. We can't accept less but would accept more. 7. The numbering is off - shows paragraphs [ 1 - 6 ] then jumps to [ 10 ] Since we may want your team to advise on the closing of a deal (regardless of where it originates) can we add this? Client will retain Puckett & Faraj to perform a legal review and consulting effort when a term sheet or bona fide offer is presented from a potential investor. This amount will be outside the scope of the "finder's fee" of 3%. Client will pay the closing fees to Puckett & Faraj when and only when funds are actually transferred. Client may also utilize Puckett & Faraj for this effort if funding is provided by 3rd party investor(s) identified outside of Puckett & Faraj's efforts. That way, you guys get the consulting fees for the deal outside of the 3% and we would then have the ability to pay for the services. I also wanted to limit the amount of time that is spent on this to ensure that we don't break the bank in case we receive funding elsewhere. I agree that your team will still be compensated for any hourly work if we get funding elsewhere. As such, I think we need to limit it to your expected retainer ($1,000 per month?) that way if we close a deal outside of your work, we can pay you. Otherwise I could see that if your team spent a week on this (40 hours @ $400 per hour) - that would be $16,000 plus another 50% or more for the additional staff, admin and paralegals - so theoretically we could spend $25k per week. I know it is far fetched but would rather limit liabilities now and make sure that this is addressed. Since you mentioned that protection was a big deal for your team I think you can appreciate this request. I hope that all this makes sense. If we could simply pay you for the work hourly then it wouldn't make sense to give up 3%. As I mentioned, when we get real funding ($8.45mm then the commission would be $255,000) plus you'd get some more for actually doing the deal. In theory if it took you a couple of hours to contact your potential investors and we got a deal from it, it is still worth it for us to give up a quarter of a million dollars to close the deal. We understand the closing might cost more time/money but we'd address that in the separate consulting agreement. Finally, we are incorporated in DE and have no encumbrances on the patent or Linear Five. If there is anything you want or need us to do in preparation to help improve your offer or expedite a deal on this please advise. Thanks Haytham! Will Donaldson 703-989-8889 |
Attachment:
Master Services Agreement _2_08_11 Hardcorps.doc
Description: MS-Word document