Associate Producer Fee Agreement


A word to the wise!  This is not legal advice and your attorney should be consulted before making any 
transactions.  All fee finders must be Associate Producers or be licensed with the SEC.
1.  IDENTIFICATION OF PARTIES This Agreement, executed in duplicate with each party
receiving an executed original, is made between
Hereafter referred to as "ASSOCIATE PRODUCER,"
hereafter referred to as "Principle."
This Agreement is initiated by signature in good faith with best efforts by both parties.
2.  SERVICES TO BE PROVIDED The legal services to be provided by
Associate Producer to Principle are as follows: Representation of Principle with respect to financing Project.
3.  SERVICES SPECIFICALLY EXCLUDED Services that are not to be
provided by Associate Producer under this Agreement specifically include, but are not limited to, the
following: any legal advice or filing as necessary by law with the Security Exchange Commission.
If Principle wishes that Associate Producer provide furthering contracts requiring any legal services under
this Agreement, a separate written Agreement between Associate Producer and Principle will be required.
4.  RESPONSIBILITIES OF ASSOCIATE PRODUCER AND PRINCIPLE Associate Producer will perform the services called for
under this Agreement, keep Principle informed of progress and developments, and respond promptly to Principle's
inquiries and  communications. Principle will be truthful and cooperative with Associate Producer and keep Associate
Producer reasonably informed of developments and of any changed in Project material to financing and this Agreement.
 5.  ASSOCIATE PRODUCER'S FEES The amount Associate Producer will receive for Associate Producer's fees
for the services to be provided under this Agreement will be:
(a)   Monetary or cash value
(b)   Equity Participation
If payment of all or any part of the amount to be received will be deferred or paid in installments
the "total amount received," for purposes of calculating the Associate Producer's fees, shall not change
from the original lump-sum payment promised under this Agreement.
If the payment is insufficient to pay the Associate Producer's fees in full, the balance will be paid in
installments and distributed to the Associate Producer according to the following Schedule A.
SCHEDULE A Disbursements to Associate Producer (write here or attach)
7.  No Delivery or Performance by Associate Producer If there are no goods, money, in-kind or
financing arrangements then the Associate Producer will receive no Associate Producer's fees.
6.  DIVISION OF ASSOCIATE PRODUCER'S FEES IF ANY Associate Producer will segregate the
Associate Producer's fees received for the services provided under this Agreement with,
The terms of the division are as follows:
Associate Producer will pay to THIRD PARTY under these conditionsonly only
with such written permission of Principle under full consent and disclosure.
The fees to third-party(s) listed above will be made and of the terms of such division.
Principle hereby expressly consents to the division.  Without attachment to Paragraph #6 above, there will
be no third-party agreements, known or unknown to either party without the written consent of both parties.
7.  REPRESENTATION OF ADVERSE INTERESTS All parties by signature of this Agreement and any Agreement of
third party(s) of this Agreement agree to perform in Non-Disclosure to any other parties who have not signed
this Agreement or an agreement acceptable to both parties by written notice.  The parties agree that both
parties have proprietary, valuable information and contacts that may not be disclosed to any other party
without further agreement.
Should Principle receive funds from Associate Producer, Principle will agree not to contact anyone who was
introduced by Associate Producer without Associate Producer's prior written consent for a period of two
years from the date of the signing of this contract.
8.  ARBITRATION All disputes under $250,000 shall be settled in Arbitration in XXXX County in the
state of Pennsylvania.  All disputes over $250,000 are subject to settlement in Federal Civil Court
in the city of XXXX, XXXX.
9. ASSOCIATE PRODUCER'S LIEN If and only if, Associate Producer brings forward financing under the
terms of this Agreement, and Principle does not pay Associate Producer, Associate Producer will
have a lien for Associate Producer's fees and costs advanced on the part of Associate Producer’s
introduction.  Associate Producer shall be entitled to recovery of all funds that are the subject
to the Principle under this Agreement and on all proceeds of funds and equity obtained (whether by
settlement, arbitration award, or court judgment) subject to the terms of this Agreement.
10. DISCHARGE OF ASSOCIATE PRODUCER Principle may discharge Associate Producer at any time by
written notice effective if no funds are received by Principle unless specifically agreed by
Associate Producer and Principle, Associate Producer will provide no further services on
Principle's behalf after receipt of the notice. If Associate Producer is Principle's Associate Producer
of record in any proceeding, Principle will execute and return a Associate Producer form immediately
on its receipt of funds.   Associate Producer will bear the loss.
11. WITHDRAWAL OF ASSOCIATE PRODUCER Associate Producer may withdraw at any time, for any reason.
12. RELEASE OF PRINCIPLE'S PAPERS AND PROPERTY At the termination of services under this Agreement,
Associate Producer will release promptly to Principle on request all of Principle's papers and property.
"Principle's papers and property" include correspondence, business plans, feasibility studies, reports,
legal documents, physical exhibits or media, and other items, whether Principle has paid for them or not.
13. DISCLAIMER OF GUARANTY Although Associate Producer may offer an opinion about possible
results regarding the subject matter of this Agreement, Associate Producer
cannot guarantee any particular result. Principle acknowledges that Associate Producer has
made no promises about the outcome and that any opinion offered by Associate Producer in the
future will not constitute a guaranty.
14. ENTIRE AGREEMENT This Agreement contains the entire Agreement of the parties. No other
Agreement, statement, or promise made on or before the effective date of this Agreement will
be binding on the parties.
15. SEVERABILITY IN EVENT OF PARTIAL INVALIDITY If any provision of this Agreement is held in whole
or in part to be unenforceable for any reason, the remainder of that provision and of the entire
Agreement will be severable and remain in effect.
16. MODIFICATION BY SUBSEQUENT AGREEMENT This Agreement may be modified by subsequent Agreement of
the parties only by an instrument in writing signed by both of them or an oral Agreement to the extent
that the parties carry it out.
17. ARBITRATION OF FEE DISPUTE If a dispute arises between Associate Producer and
Principle regarding Associate Producer's fees under this Agreement and Associate Producer files
suit in any court other than small claims court, Principle will have the right to stay that suit
by timely electing to arbitrate the dispute under $250,000.
in any action or proceeding to enforce any provision of this Agreement will be awarded reasonable
Associate Producer's fees and costs incurred in that action or proceeding or in efforts to negotiate
the matter.
20. EFFECTIVE DATE OF AGREEMENT The effective date of this Agreement will be the date when, having
been executed by Principle, one copy of the Agreement is received by Associate Producer, provided
the copy is received on or before DATE, or Associate Producer accepts late receipt.
The foregoing is agreed to by:
Date:        ______________________________
Date:        ______________________________