MEMORANDUM OF AGREEMENT (MOA)
THIS AGREEMENT is made on the …………..day of……….20……., entered into by;
HI Mark Capital (www.himarkcapital.com) “Party 1” with an office located at
Eagle Capital Group (https://www.ecggrowth.com/) “Party 2” with an office located at
(Party 1 and Party 2 collectively referred to herein as the “Parties” or individually as the
“Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the
following terms and conditions and to be bound thereby:
PURPOSE & SCOPE
The purpose of this agreement is to set forth the terms and conditions, and responsibilities of the
parties associated with their collaboration on access by HI Mark Capital to a venture debt facility
through the help of Eagle Capital Group (“project”).
Both parties see the benefits of this project, have a desire to pursue the project, and have
determined that each brings unique expertise and experience necessary to accomplish the
objectives outlined above. HI Mark Capital has unique expertise and experience investing
funding, and Eagle Capital Group has unique expertise and experience in investment
TERMS AND CONDITIONS
It is mutually understood and agreed by and between the parties that:
- The Parties understand and agree that due diligence herein will be performed collectively
by the parties, but once the company is qualified, Eagle Capital Group shall assume
responsibility for the terms and conditions of the loan.
- Eagle Capital Group will source capital for HI Mark Capital ($3M-$5M)- Fund 1, the
Investment Capital, Eagle Capital Group’s Success Fee will be 8%.
- When HI Mark Capital, refers a client to Eagle Capital Group and that client generates
success fee revenue for Eagle Capital Group, then HI Mark Capital’s Success Fee of 12%
will apply. The Debt Facility will be for $5 million over 10 years.
- When Eagle Capital Group refers a company to HI Mark Capital and that company
receives an investment from HI Mark Capital, the Portfolio Company, then Eagle Capital
Group will receive 3% equity in the company; and this shall apply immediately.
- Eagle Capital Group will serve on HI Mark Capital’s investment committee.
- Eagle Capital Group will receive TBD% of HI Mark Capital’s Class B shares.
- Each Party takes legal and financial responsibility for the actions of its respective
employees, officers, agents, representatives, and volunteers. Each Party agrees to
indemnify, defend and hold harmless the other to the fullest extent permitted by law from
and against any and all demands, claims, actions, liabilities, losses, damages, and costs,
including reasonable attorney’s fees, arising out of or resulting from the indemnifying
Party’s acts or omissions related to its participation under this agreement, and each Party
shall bear the proportionate cost of any damages attributable to the fault of such Party, its
officers, agents, employees, and independent contractors. It is the intention of the parties
that, where a fault is determined to have been contributory, principles of comparative
fault will be applied.
- This MOA may be amended from time to time by mutual agreement of the parties in a
written modification signed by both parties.
- A Party may terminate this agreement at any time before any work has started under this
agreement upon giving the other Party no less than _____________notice in writing
(“termination notice”). If a Party wishes to terminate the contract with less than
_________notice, the other Party reserves the right to charge costs that they have already
been paid in advance or incurred. The Party will also be liable to pay any cost incurred if
the termination is done after work has already started in this agreement. The costs shall
be paid before termination and based on market-rate compensation of services rendered,
- This MOA may be terminated by mutual agreement of the Parties and shall automatically
terminate upon completion of all responsibilities as stated herein, unless otherwise
The parties shall each be solely responsible for any and all costs associated with their
responsibilities under this MOA.
The Parties acknowledge that they have been provided with the opportunity to negotiate this
agreement and to seek legal counsel before signing this agreement. In addition, they
acknowledge that they have the capacity to contract and enter into this agreement and that
further, they have entered into this agreement freely and voluntarily and intending to be legally
bound by it.
NO PRESUMPTION AGAINST DRAFTING PARTY
This Agreement shall be construed as if drafted jointly by the parties hereto. In the event an
ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any provisions of this
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
This agreement shall be governed in all respects by the laws of Charleston, SC.
EFFECTIVE DATE AND SIGNATURE
This Memorandum of Agreement shall be effective upon the date of the last Party to sign this
MOA below. The parties indicate agreement with this Memorandum of Agreement by their
Signed by the duly authorized
representative of HI Mark Capital
Signed by the duly authorized representative of
Eagle Capital Group
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