Professional Documents
Culture Documents
[NAME]
[ADDRESS]
ADVISORY AGREEMENT
Gentlemen:
This letter sets forth the terms upon which you have agreed to engage AAAA [ Group
Limited] (referred to herein as “Consultant”), to act as the non-exclusive financial advisor to [ ], a
company incorporated in [________] (referred to herein as the “Company”), and all the shareholders of
the Company (referred to herein as the “Shareholders”). For purposes of this Agreement, the term the
Company shall include the Company and all of its subsidiaries. Here Subsidiaries mean any company or
entity, in which the Company holds or controls directly or indirectly more than 50% of the voting rights
of such company or entity.
2. Compensation.
(a) In exchange for acting as financial advisor of the Transaction, the Consultant shall
receive [4%] of the total Transaction Value of any Transaction, where the Transaction Value
includes the non-cash consideration, the Consultant shall be entitled to the 4% of such non-cash
consideration accordingly.
(b) Such compensation may be divided into tranches according to the final payment
provisions of the Transaction that will be mutually agreed by the Company, the Shareholders
and the Purchasers. When any one tranche of Transaction payment is paid by the Purchasers to
the Company or the Shareholders as applicable, the Company and the Shareholders as
applicable shall pay the Consultant 4% of such tranche of Transaction payment as part of such
compensation within five (5) business days following receipt of payment by the Company or the
Shareholders as applicable from the Purchasers.
(c) It is agreed that the Consultant shall bear the out-of-pocket expenses incurred by the
Consultant in the provision of services pursuant to this Agreement.
3. Indemnification. The Company and the Shareholders shall indemnify and hold harmless the
Consultant and any of its representatives from and against any and all losses, claims, damages
or liabilities (collectively, “Losses”) (A) arising out of or in connection with the engagement or
the performance by the Consultant of its services hereunder, except for Any Losses that have
resulted primarily from (i) the willful misconduct or gross negligence of the Consultant (ii) a
transaction from which the Consultant received an improper personal benefit and (iii) the
intentional misconduct or a knowing violation of applicable law by the Consultant
7. Entire Agreement. This Agreement contains the entire understanding, arrangements and
agreements between the parties with respect to the matters set forth herein and supersede all
prior agreements between the parties with respect thereto.
8. Confidentiality. This Agreement shall be kept strictly confidential for both parties and shall not
be disclosed to any third party by one party without the consent of the other party.
9. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in
accordance with the laws of Hong Kong applicable to contracts made and to be performed
therein. All disputes arising out of this Agreement shall be submitted for final binding
arbitration at the Hong Kong International Arbitration Center.
To indicate your understanding and acceptance of the terms and conditions contained in this Agreement,
please execute this Agreement in the space provided below and the following page if necessary and
return it to the undersigned.
Very truly yours,
By: _____________________
Name:
Title:
AGREED AND ACCEPTED:
By: _______________________
Name:
Title:
[ ]
By: _______________________
Name:
Title:
[ ]
2
By: _______________________
Name:
Title:
The Company
By: _______________________
Name:
Title: