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Introducer Agreement

Between:

VERZUN PROPERTY Oü, company registration Nr. 10168663, with a registered address of Köömne 37, Tallinn, Estonia, hereinafter, together with all subsidiary and affiliated companies, referred to as (“VERZUN”); and

"Introducer"

"Property / Client details"


Whereas:

  1. VERZUN is in the business of brokering prime real estate and associated services worldwide; and
  1. The Introducer is engaged in introducing clients wishing to buy or sell real estate and to introduce such clients to VERZUN; and
  1. VERZUN and the Introducer wish to enter into an agreement pursuant to which the Introducer will identify and refer prospective  clients to VERZUN for the purpose of investing in real estate wordwide.

Obligations of the Introducer

  1. The Introducer shall use best efforts to introduce property sellers and buyers to VERZUN.
  2. The Introducer shall ensure that he/she is familiar with the offered property details in order to facilitate a successful introduction.
  3. Introducer shall not issue, publish or distribute any advertisement, marketing letter, market research report or other sales literature utilising or making reference to the name or facilities of VERZUN without VERZUN’s prior consent.
  4. In performing its introductions, Introducer agrees that he/she shall: not solicit inappropriate clients, nor accept clients who the Introducer knows to the involved in any illegal activity, paying special attention to money laundering.

Obligations of VERZUN

  1. Throughout the term of this agreement, VERZUN will not directly solicit or accept any Client who has already been introduced to VERZUN by the Introducer.
  2. VERZUN will pay the Introducer a share of it's own brokerage fees received for the direct introduction of a client who successfully completes a Property sales and purchase transaction. Introducion fees are only payable after VERZUN has received brokerage fees for the real estate transaction.

Relationship

  1. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the parties or, except as expressly provided, shall it constitute, or be deemed to constitute, any party the agent of any other party for any purpose.
  2. Subject to any express provisions to the contrary in this Agreement, the Introducer shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of VERZUN or bind VERZUN in any way.
  3. Neither the Introducer nor any of its employees and agents shall be deemed in any manner or under any circumstance to be an employee or agent of VERZUN, and no such person shall be entitled to any of the rights, protections or benefits provided by VERZUN to its employees, including without limitation, group insurance or any kind of employee benefit plans

Term and Termination

Either party has the right to terminate this Agreement immediately if the other:

  1. has committed a material breach of this agreement, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the other party has failed to remedy the breach within 14 days after a written notice to do so; or
  2. becomes insolvent or is the subject of a bankruptcy order or equivalent.
  3. Either party may terminate this Agreement for any other reason on giving not less than 6 (six) months’ notice in writing to the other party.
  4. No Fee shall accrue for any Introduction after the date on which this Agreement is terminated. Any introduction occurring prior to termination which results in a Completed Transaction after termination shall accrue a Fee pursuant to agreed share. The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the parties under this Agreement.

Confidentiality

The parties agree to keep all Confidential Information in relation to the business of the other confidential during and after the term of the agreement. The term ”Confidential Information” shall not include information which:

  1. at the time of use or disclosure, is generally available to the public;
  2. was available to the Introducer or non-confidential basis prior to its disclosure hereunder;
  3. becomes available to the Introducer from a third party, provided that such third party is not breaching any obligation of confidentiality owed to VERZUN; or
  4. is disclosed pursuant to any judicial or regulatory requirement or order, provided that the introducer shall give VERZUN sufficient prior notice in order to allow it to consent any such requirement or order.

Jurisdiction

  1. This Agreement shall be governed and construed in accordance with the Laws of England and Wales.
  2. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement each of the parties irrevocable submits to the exclusive jurisdiction of the English and Welsh courts and waives any objection to proceedings in such courts.