Master Services Agreement
Last Updated on December 10, 2024
Last Updated on December 10, 2024
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (this “Agreement”) is made on the date electronically signed by the customer (the “Effective Date”), by and between BRAINS LLC dba Fund Launch (hereinafter “Fund Launch”) with its principal place of business located at 3400 North 1200 West, Suite 201, Lehi, Utah 84043, and the client whose information has been electronically gathered below (hereinafter “Client”) (each of Fund Launch and Client, a “party” and collectively, the “parties”). For the mutual agreements contained herein together with such other consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
TERMS AND CONDITIONS OF SERVICE
1. AGREEMENT. This Master Services Agreement together with the Rider or Riders attached hereto and incorporated herein by reference (the “Riders”) and any and all Purchase Orders, Exhibits and Schedules attached hereto or thereto (collectively, the ”Agreement”) shall evidence the entire agreement between the parties. The parties agree that this Master Services Agreement, the Riders, the Purchase Orders, and all Exhibits and Schedules are integrally related and shall be interpreted as one complete integrated agreement.
1.1 Master Services Agreement. Except to the extent modified by the Riders as set forth below, this Master Services Agreement shall represent the general terms and conditions of the agreement between the parties.
1.2 Riders. Each Rider shall represent the specific terms and conditions of the agreement between the parties for a particular program or project, and shall include, among other things, the term for the provision and scope of Services, as defined in each Rider (hereinafter “Services”). Each Rider shall, upon execution by both parties, form a part of this Agreement and shall be subject to all of the terms and conditions contained herein, except to the extent, if any, otherwise expressly set forth in such Rider.
1.3 Services. The manner and means by which Fund Launch chooses to complete the Services are in Fund Launch’s sole discretion and control.
2. PAYMENT.
2.1 Terms of Payment. The terms of payment for Services to be rendered and payment for all expenses and other charges shall be set forth in the Riders.
2.2 Late Payments. Fund Launch reserves the right to impose a late charge equal to one and six-tenth’s percent (1.6%) per month or nineteen and two-tenth’s percent (19.2%) per year, or the maximum amount allowed by law, on all outstanding balances unpaid after thirty (30) days. If Fund Launch undertakes collection or enforcement efforts after 30 days the Client shall be liable for all costs thereof, including reasonable attorney’s fees. If Client is in arrears on any invoice, Fund Launch may, on giving notice, apply any deposit thereto and withhold or cancel further performance of Services or delivery of Deliverables until all arrearages are brought current.
2.3 Disputed Charges. Written notice of any disputed charge must be received by Fund Launch within 15 days of the date of receipt of the invoice in question. This notice must include the invoice number in dispute, the item(s) and amount(s) disputed and a complete description of the basis for the dispute. Any invoices not disputed within 15 days of receipt are deemed as accepted and may not be later disputed.
2.4. Taxes. All sales, use and excise taxes, tariffs, and other governmental charges imposed on the Services shall be paid by Client and are Client’s responsibility except as expressly limited by law.
3. WARRANTIES
3.1 Limited Warranty. With regard to the Services provided by Fund Launch pursuant to the terms of this Agreement, Fund Launch warrants that qualified personnel shall perform such Services in a timely and professional manner conforming to generally accepted industry standards and practices in accordance with this Agreement and any terms set forth in the applicable Rider(s), including, without limitation, timely delivery of any Deliverables.
3.2 DISCLAIMER OF WARRANTIES. CLIENT ACKNOWLEDGES AND AGREES THAT THIS IS A CONTRACT FOR SERVICES AND AS SUCH IS NOT GOVERNED BY THE PROVISIONS OF ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE. EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SUBSECTION, OR BY THE TERMS OF THIS AGREEMENT THE SERVICES RENDERED BY FUND LAUNCH IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT ARE WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY; INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OR PERFORMANCE OR TRADE USAGE.
4. LIMITATION OF LIABILITY. IN NO EVENT WILL FUND LAUNCH BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, DAMAGE TO, OR LOSS OF, ANY RECORDS OR DATA DUE TO ANY CAUSE OTHER THAN GROSS NEGLIGENCE WHATSOEVER, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. CONFIDENTIALITY.
5.1 The parties recognize that the performance of Services by Fund Launch for the Client hereunder may require each party to disclose to the other certain proprietary and confidential information. All information identified by the disclosing party as proprietary or confidential (including methods or concepts utilized therein) or that is of such a nature as to be reasonably understood by the parties to be proprietary or confidential (“Confidential Information”) shall remain the sole property of the disclosing party and shall not be disclosed to any third party without the express written consent of the disclosing party (except solely in furtherance of this Agreement to employees or consultants of the receiving party who are bound by a written agreement with the receiving party to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement). All technical or business information furnished or disclosed, in whatever form or medium, by either party to the other party, including (but not limited to) computer programs (source code, object code and listings), reports, documentation, drawings, models, work-in-progress, product/service specifications, prototypes, personnel statistics, marketing and strategic information, proprietary research data and financial plans and analyses, information concerning customers, trade secrets, methods, processes or procedures of the disclosing party, or its financial information, is specifically identified herein and shall be treated as Confidential Information. Items shall not be considered to be Confidential Information if (a) available to the public other than by a breach of an agreement with the disclosing party; (b) rightfully received from a third party not in breach of any obligation of confidentiality; (c) independently developed by the receiving party without access to the Confidential Information of the disclosing party; or (d) known to the recipient at the time of disclosure and without any obligation of confidentiality.
5.2 Each party shall treat the specific provisions of this Agreement as Confidential Information. The parties agree that neither party will, except as may be required by law, disclose or issue any press release with respect to this Agreement, without the prior written consent of the other party.
5.3 Client acknowledges that Fund Launch may provide services similar to those that it provides for Client under this Agreement to other clients and customers. Nothing in this Agreement shall prevent Fund Launch from using the expertise, ideas and know-how learned by it while performing the Services for the Client in connection with providing similar services to other persons; provided, however that Fund Launch shall not disclose any Confidential Information of Client to any third party. Further, neither party shall use any of the other party’s Confidential Information for its own benefit or for the benefit of anyone other than such other party. Neither party shall use the disclosing party’s Confidential Information other than as contemplated in this Agreement. Without limiting the scope of this duty, except as provided in this Agreement, neither party shall design or manufacture any products which incorporate any of the other party’s Confidential Information. Further, each party agrees that it shall not disclose to any third party any Confidential Information of the other party.
5.4 If the receiving party becomes legally obligated to disclose any Confidential Information, that party shall give the disclosing party prompt and timely notice of such fact so that the disclosing party may obtain a protective order or other appropriate remedy concerning any such disclosure or waive compliance with Section 5.1 of this Agreement. The receiving party shall not disclose any Confidential Information without first giving the disclosing party ten (10) business days to consent to the disclosure or notify the receiving party of its intention to seek a protective order or other remedy; provided, however that the receiving party may disclose such Confidential Information less than ten (10) days after giving notice to the disclosing party if ordered to do so by any duly authorized state or federal governmental entity or court of law or equity. The receiving party shall cooperate fully with the disclosing party in connection with the disclosing party’s efforts to obtain a protective order or other appropriate remedy. In the event that the disclosing party is unable to obtain a protective order or other appropriate remedy with respect to the Confidential Information or has not responded to the receiving party's notice within the ten (10) day period, or the reduced time period referred to above, if applicable, and the receiving party has complied with its obligations under this Section 5.4, the receiving party shall not be liable for the disclosure of Confidential Information legally required to be disclosed and not subject to a protective order or other appropriate remedy; provided, that the receiving party shall have nevertheless used his or her best efforts to have the Confidential Information so required to be disclosed treated confidentially.
5.5 Client agrees, in addition to any other terms, conditions and limitations contained herein, that for a period of two (2) years after the termination of the agreement, regardless of cause, Client will not, on behalf of self or behalf of any other person, firm, corporation or entity, contact any of the employees of Fund Launch for the purpose of soliciting and/or providing any service or business activity of the same or similar type of service or business activity as that engaged in by Fund Launch, nor will Client directly or indirectly solicit, or assist in any way another party or solicit, divert, or take away any customer or employee of Fund Launch. General advertisements for employment that are not directly targeting specific employees would not be considered a breach of this section.
5.6 This Section 5 shall survive the termination of this Agreement. At the request and expense of the disclosing party, the other party shall return or destroy, within ten (10) business days of receipt of such request, all originals and copies of Confidential Information in the possession of the disclosing party.
6. OWNERSHIP OF INTELLECTUAL PROPERTY.
6.1 Pre-existing Intellectual Property. As between the parties, Fund Launch will retain all right, title and interest in and to any software, videos, manuals, training material, tools, techniques, trade secrets or other intellectual property previously created or owned by Fund Launch (the “Fund Launch Materials”) and used by Fund Launch in connection with providing the Services contemplated hereby. As between the parties, Client will retain all right, title and interest in and to the Products, and any materials relating to the Products, including software, documentation, updates, upgrades, modifications, technical notes, licenses, revisions or other product information or materials (the “Client Materials”) it supplies to Fund Launch in connection with the Services to be rendered by Fund Launch hereunder. Client shall obtain no rights in the Fund Launch Materials, except the right to use such Fund Launch Materials as contemplated hereby. Fund Launch shall obtain no rights in the Client Materials, except the right to use such Client Materials as necessary for the performance of the Services.
6.2 Knowledgebase. All rights in and to any knowledgebase (including, but not limited to, any work product, system technologies, ideas, other software, know-how, and intangible knowledge, but not including any Client Materials or Deliverables as hereinafter defined) (“Fund Launch Knowledgebase”) created, developed or compiled by Fund Launch while performing Services under this Agreement, however made or effected, are the sole and exclusive property of Fund Launch.
6.3 Deliverables. All information and data gathered by Fund Launch from Client (whether solely or with the participation of others) as a result of or in connection with the provision of Services hereunder, including information about the Products, all Client specific and unique entries to the Fund Launch Knowledgebase, call and email logs, all Customer inquiries, feedback, comments and requests, error logs, problem resolutions and correspondence, (collectively, “Customer Information”) or modifications to a Product developed, authored, conceived or made or reduced to practice by Client as a result of or in connection with the provision of Services hereunder (collectively, “Developments” and together with the Customer Information, the “Deliverables”) are and shall remain the sole and exclusive property of Client which shall have and retain all patent, copyright, trademark, trade name, service mark, trade secret and other intellectual property rights arising and/or enforceable under U.S. law, foreign law and/or treaty (“Intellectual Property Rights”) therein. If any Deliverable is deemed to fall within the definition of “work made for hire,” as such term is defined in 17 U.S.C. §101, such Deliverable shall be considered a “work made for hire,” the copyright of which shall be owned solely and exclusively by Client. If Fund Launch or any Fund Launch Personnel are deemed to retain any Intellectual Property Rights in any Deliverable, each such person hereby assigns all such Intellectual Property Rights to Client and its successors and assigns without further compensation. Fund Launch agrees that it will, and will cause all Fund Launch Personnel to acknowledge and deliver to Client promptly and without charge, but at Client’s expense, such written instruments and do such other acts as Client may determine necessary to obtain and protect the rights described in this Section 6.3. Upon termination of this Agreement or an applicable Rider or upon the earlier request of Client, Fund Launch shall deliver the Deliverables to Client in the format specified by Client. During the Term of this Agreement, Client grants to Fund Launch a non-exclusive, limited license to use the Deliverables solely in connection with Fund Launch’s provision of the Services to Client.
7. ACKNOWLEDGEMENT. Each party acknowledges that money damages for breach of the provisions of Sections 5, and 6 hereof would be inadequate and incalculable and that such breach would cause the other party immediate and irreparable injury. Each party agrees that, in the event of the breach or threatened breach of one or more of the provisions thereof, the non-breaching party shall be entitled, without the requirement of posting a bond or other security, to one or more preliminary or permanent injunctions (a) restraining any act which would constitute a breach or (b) compelling the performance of any obligation which, if not performed, would constitute a breach. Such remedy shall not be the exclusive remedy for any breach of these provisions but shall be in addition to all other remedies available at law or equity.
8. FORCE MAJEURE. Neither party shall be liable for any loss or damage or be deemed to be in breach of this Agreement if its failure to perform any of its obligations under this Agreement results from (i) natural disaster, fire, flood, earthquake or other Act of God, (ii) war or rebellion, (iii) act of terrorism; or (iv) shutdown in power, telephone or other essential service beyond the party’s reasonable control provided that such default or delay cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work around plans or other means (“Force Majeure”). The party affected shall promptly give the other party written notice of the Force Majeure event, and in any event no later than ten (10) business days for Force Majeure events covered by i, ii, or iii above, and no later than three (3) days for Force Majeure events covered by iv above following discovery of such Force Majeure condition. If notice of the existence of such Force Majeure condition is provided within such time period, the time for performance of such obligations affected shall be extended for a period equal to the duration of such Force Majeure condition described in the notice so long as the party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. If a Force Majeure event substantially prevents, hinders or delays a party’s performance for more than thirty (30) consecutive days, then the other party may terminate this Agreement without liability to the party affected by the Force Majeure event as of the date specified in the notice of termination. Fund Launch will not be entitled to additional payments from Client for costs or expenses incurred by Fund Launch as a result of a Force Majeure event.
9. INDEPENDENT CONTRACTOR. For purposes of this Agreement, Fund Launch is an independent contractor and nothing in this Agreement shall create, or be construed to create, the relationship of employer and employee between Fund Launch and Client or of principal and agent. All persons employed by Fund Launch shall be employees or subcontractors of Fund Launch and shall not be deemed employees or agents of Client for any purpose. Fund Launch assumes exclusive liability for all contributions, taxes or payments required to be made on behalf of such employees or subcontractors by the federal and state Unemployment Compensation Acts, Social Security Acts and all amendments thereto, and by all other current or future laws, federal and state, requiring payment by Fund Launch with respect to the performance of any services conducted by such employees or subcontractors pursuant to this Agreement. Fund Launch shall not make any representations, warranties, commitments or undertakings with respect to any of the products or services of Client (except as expressly authorized by Client) or otherwise assume or create any obligations on Client’s behalf.
10. EMPLOYEES. Fund Launch agrees to maintain such work force, as it deems appropriate to perform the work specified under this Agreement. Fund Launch has the full right to determine, and the full responsibility for, the method, manner and control of the Services to be performed under this Agreement. Fund Launch has the sole and exclusive right to hire, direct, supervise and discharge any workers employed by Fund Launch, and to engage the services of such other subcontractors or part-time employees as it may require. Except as provided herein, Fund Launch and its employees will not represent themselves to be employees or agents of Client. Fund Launch’s employees and subcontractors performing Services hereunder shall not be deemed to be loaned employees of Client.
11. ENTIRE AGREEMENT. This Agreement along with the attached Riders and Schedules (a) constitutes the entire agreement on this subject between the parties and supersedes any and all prior discussions, representations, demonstrations, negotiations, correspondence, writings and other agreements and states the entire understanding and agreement upon which Fund Launch and Client rely respecting the subject matter of this Agreement and (b) may be amended or modified only in a writing agreed to and signed by the authorized representatives of the parties. Client purchase orders will not supersede this Agreement and execution of Client purchase orders will not constitute written agreement. To the extent that any term of a Rider executed by the parties is inconsistent with the terms hereof, the term set forth in the Rider shall govern but solely with respect to the services provided under such Rider.
12. GENERAL PROVISIONS.
12.1 Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. It is the intent of the parties to acknowledge and agree that a court can blue pencil or strike through any portions of this Agreement that are deemed by a court to be unenforceable.
12.2 Waiver. The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
12.3 Governing Law; Jurisdiction. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without regard to conflicts of law principles. Any legal dispute that cannot otherwise be resolved between the parties informally, shall be brought and heard only in the State or Federal Courts for the State of Utah, United States of America, and in Utah County, and Client hereby consents to the jurisdiction and venue of the same.
12.4 Notice. Any and all notices shall be provided in writing to Fund Launch at the address identified above and to Client at the addresses or email address provided upon signing this Agreement.
13. USE OF IMAGES, PICTURES, VIDEOGRAPHY. Client acknowledges and agrees that by attending any group event, in person or virtual, hosted by Company, they accept the possibility of their appearance in video footage or photographs documenting the event that may be repurposed by Company for promotional or marketing purposes. Company will ask permission before any testimonials are recorded and/or published. Company agrees not to use one-on-one coaching calls or other private information of Client in public marketing promotions. In the instance where a Client attends any group event, in person or virtual, hosted by the Company, the Client consents and grants Company a perpetual, royalty-free license for the use of any and all of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings, provided or derived from an interaction with Company, and/or that relates to services provided by Company, for use in the business of Company. The Client may request to be removed from any video or photo where the client is misrepresented or unhappy with the content by contacting their Account Manager.
14. DATA PRIVACY. The parties agree to abide by relevant data privacy rules and regulations.
SUPPORT SERVICES RIDER TO
MASTER SERVICES AGREEMENT
BLACK CARD MEMBERSHIP PROGRAM
1. PROGRAM COST AND TERM
The cost of the Program for the initial term (“Initial Term”) is identified by Purchase Order. Company accepts the following payment methods: Credit Card, ACH, wire, check, and crypto-currency.
Upon completion of the Initial Term the Client will be automatically transferred to the Black Card Legacy PRO Membership with access to the Black Card Community and other limited services. As a Black Card Legacy PRO Member, Client may have access to additional products and services at the then-current market price. This will be paid on a monthly payment plan (each month a “Successive Term”) unless the Program membership is canceled by Client in writing at least 30 days prior to the end of either the Initial Term, or a Successive Term. The Initial Term and any renewal periods are collectively the “Term.”
The cost of the Black Card Legacy PRO Membership Successive Term (“Successive Term Cost”) is identified by Purchase Order. Client authorizes Company to charge Client’s credit card on file for all monthly installments itemized in this paragraph under any Successive Term which is not paid by Client prior to the expiration of a then existing Term or Successive Term.
At the time of purchase of the Initial Term, Client will give credit card or account debit information for all installments and/or payments scheduled hereunder. This Agreement shall be conclusive irrevocable evidence of Client authorization for Company to charge any credit card or debit any account consistent with the time schedule herein.
The relationship between the Client and the Company is direct and the obligations created hereunder are specific to said Client. Although the Company does not discourage its clients from working together, networking, or merging funds, the obligations created hereunder are specific to Client and cannot be unified or integrated with any other client and its obligations to Company.
2. TERMINATION
This Agreement may be terminated for cause by Company with three-day prior written notice to Client if Client breaches any portion of this Agreement. This Agreement may be terminated by Client by written notice received by the Company by email to bridger@fundlaunch.com and by email carbon copy to the assigned Account Manager, certified mail, registered mail, or FedEx delivery up until midnight of the 14th calendar day after the Effective Date of this Agreement for any reason; in the case of timely termination by Client received by Company during this 14 day period, Company shall refund to Client all amounts Client paid for the Program provided that all such amounts have irrevocably been paid to Company beyond any ability of Client to rescind the amounts paid by Client. If written notice of termination by Client is postmarked late or received by the Company later than 14 days after the Effective Date, Company is under no obligation to provide any refund of any amount. This provision contains the only terms upon which Company is required to refund any amounts to Client upon termination.
3. BUSINESS BUILDING
Company shall coach and train Client on the topics itemized in this Agreement during the Program. Such coaching and training shall include but not be limited to individual video calls, group video calls, designing a pitch deck, access to a proprietary portal of Confidential Information, one on one interaction with Company personnel, in person networking workshop, software systems, and assistance with accessing various resources and tools. The purpose of Company’s Services is to aid Client in launching and scaling a fund or investment strategy through the Services.
4. BLACK CARD MEMBERSHIP, PROGRAM DETAILS, AND ACCESS TO THE FUND LAUNCH TEAM.
The Program is built to be delivered across a one (1) year period beginning on the Effective Date. The Client will have access to the goods and services included in the Program for the entire duration of that year provided Client is in good standing regarding their respective Program membership. In the Initial Term, Program includes 1-on-1 coaching/consulting, weekly group coaching/consulting calls, access to the "FL Black Card Slack Channel'' for additional support and networking purposes, and Black Card specific events. Access to the Program will begin once this Agreement is signed and payment is received.
Moreover, the Black Card curriculum mandates that each Client must successfully complete each phase within the portal with a Black Card Coach's sign-off. For instance, upon successful completion of Phase 1, Phase 2 will become accessible, and so forth.
Upon purchasing the Black Card Membership Program Client is granted memberships for 2 persons. Company reserves the right to remove any person(s) affiliated with any Client who has not signed this agreement.
5. PROGRAM DELIVERABLES
The Program Deliverables will be defined by Purchase Order.
6. FINANCIAL OBLIGATIONS.
Only Clients who have paid in full have the right to access services and products delivered in the Black Card Program as outlined in section 1.7 of the Agreement. The Company reserves the right to withhold services and products of the Black Card Program until the financial obligations of the Client have been fulfilled.
7. OPTIONAL LEGAL SERVICES.
The Company has negotiated discounted legal services at several different law firms (“Referring Firms”) that will be available for purchase. Should Client select one of the Referring Firms to do Client’s “Basic Level Legal Work” (as defined hereafter) the Company will post a retainer with such Referring Firm sufficient to pay for the Base Level Legal Work itemized herein. Because the retainers referenced in this section will be transferred out of Company to the Referring Firm these retainer amounts are NOT available for refund from Company under any circumstances, even if Client changes legal providers, abandons a Fund creation project, or opts to not utilize this option. The decision as to which Referring Firm might be used is dependent upon the Client choice, the needs and goals of the Fund, as well as the law firm’s unique strengths and capabilities. Account Managers may make recommendations in the selection process with the Client, but ultimately the Client will decide whether to use a Referring Firm. The Company is not providing legal services or tax / investment advice. Clients are responsible for ensuring their fund complies with all applicable securities, tax and regulatory requirements as well as any other specific state laws. The Company is not responsible for the success or failure of any fund and, the Company will not be held liable for any errors or omissions, or non-compliance associated with services provided by partners. The initial retainer for Base Level Legal Work for those Clients utilizing a Referring Firm service is covered in the price of the Program. The Company will not make any payment to the Referring Firm until at least fifty percent of the total value of the Agreement has been paid and provided legal services are included in the terms of the Agreement. Should Client select a non-Referral Firm for its legal work, or require services from a Referring Firm in excess of Base Level Legal Work All such attorney fees and costs will come at Client’s sole expense free of any retainer obligation of Company.
Base Level Legal Work for U.S. Funds Includes:
● Structure the Fund as a “private investment company” pursuant to available exemptions from registration under Sections 3(c)(1), 3(c)(5), 3(c)(7), and/or 3(c)(9) of the Investment Company Act of 1940, as amended, and/or other applicable U.S. federal and U.S. state law exemptions;
● Structure an offering to investors for the Fund on terms as directed by Client pursuant to Sections 4(a)(2) and/or 4(a)(5) of the Securities Act of 1933, as amended, and pursuant to Rule 506(b) or 506(c) of Regulation D thereunder, and/or other applicable U.S. federal and U.S. state law exemptions;
● Draft a comprehensive private placement memorandum or offering statement (“PPM”) for the Fund containing risk factors and material disclosure related to the Fund enabling Client to raise capital from investors while satisfying the anti-fraud provisions of U.S. federal and U.S. state securities laws;
● Draft other documents and/or entity set up work related to the Fund entity that may be required in connection with the offering, including:
● The articles or certificate of organization (or certificate of limited partnership) for both the Fund itself and the Fund management entity (the manager, managing member or general partner);
● The operating agreement (or limited partnership agreement) for both the Fund itself and the Fund management entity;
● The Fund PPM suitability questionnaire and
● The Fund PPM subscription agreement;
Base Level Legal Work for Canadian Funds Includes:
● Administrative registration of Limited Partnership.
● Administrative creation and organization of the General Partner.
● Standard Limited Partnership Agreement.
● Form of Subscription Agreement.
● Standard Term Sheet.
● These offerings are intended for fewer than 50 individuals who are known to the principals and are accredited investors under applicable Canadian securities laws.
● Report of exempt distributions filed with provincial regulators.
● Additional services provided at a discount as a Black Card Member (charged at an hourly rate):
o Mentor and advisory solutions for organizational structures.
o Offering Memorandum.
o Review of corporate presentations.
o Amendments to Limited Partnership structure.
o Tax restructuring advice.
o Preparation of closing documents.
o Preparation of purchase and sale documents relating to transferring real estate into organizational structures.
o Compliance with provincial tax codes, including GST/HST considerations.
o Annual maintenance of legal entities.
o Maintenance of the minute book.
o All other corporate legal matters.