Investor Financing Agreement

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This Investor Financing Agreement is between a venture company and an investor. This agreement sets out the specific terms of the financing and the company's obligations regarding accounting and reporting.

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This Investor Financing Agreement is between a venture company and an investor who agrees to invest in the company in order to achieve a profit. This agreement sets out the terms of the financing arrangement including repayment through a percentage share of company profits, amount the investor will contribute and the company's accounting and reporting requirements. A written Investor Financing Agreement will prove invaluable in the event of disagreements, misunderstandings or litigation between the parties regarding the financing investment.

This Investor Financing Agreement contains the following provisions:
  • Parties/Investment: Name of the investor and the company and the amount of the investment;
  • Period of Agreement: Sets out the specific period in which the agreement will be in effect;
  • Payment/Percentage of Profits: Sets forth the amount of the financial contribution and that net profits shall continue to be paid to investor as long as the company generates a profit;
  • Representations/Warranties: Specific representations which company makes to investor including powers and authority;
  • Relationship of Parties: Both investor and company are considered as independent contractors and no employment relationship is created;
  • Signatures: This agreement must be signed by the investor and the company.

Protect your rights and your company by purchasing this attorney-prepared form.

This attorney-prepared package includes:
  1. General Information
  2. Instructions and Checklist
  3. Investor Financing Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.














Investor Financing Agreement










This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Investor Financing Agreement











General Information
Investor Financing Agreement 

This Investor Financing Agreement is between a company and an investor who agrees to invest in the company in order to achieve a profit.   This agreement sets out the terms of this arrangement including repayment of the investment through a percentage share of profits, the amount the investor will contribute and accounting and reporting requirements of the company.  

It is imperative that this type of financing arrangement be clearly set out in writing.  A well-written Investor Financing Agreement will prove invaluable in the event there are disagreements, misunderstandings or litigation between the parties.
  



Instructions and Checklist


Investor Financing Agreement  

   The parties should read the document carefully.

   Insert all requested information in the spaces provided on the form.

     This form contains the basic terms and language that should be included in similar agreements.   

   Read the "Repayment of Investment; Percentage Share of Profits" provision carefully.  If there are disagreements they will likely focus on this provision.

   Read the "Representations and Warranties " provision carefully to ensure it is understood.  If the wording is unclear, set forth examples to clear up any ambiguity.  

     This agreement must be signed by both the investor and a representative of the company.

   The parties should retain either an original or copy of the signed agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  
   




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INVESTOR FINANCING AGREEMENT

This Agreement is made as of this the <DATE>, by and between <INVESTOR NAME>, an individual resident of <INVESTOR LOCATION> (hereinafter referred to as "Investor") and XYZ Enterprise, (hereinafter referred to as the "XYZ Company") regarding an investment of <AMOUNT OF INVESTMENT> in consideration of acquiring the right to share in the profit of <INSTITUTION/ORGANIZATION> (“Venture Company”) to be operated by the XYZ Company.
1.   The location of the Venture will be at: _______________________________

2.   Period of agreement: Duration of the Agreement is one (1) Year and Yearly renewal basis. This duration is applicable unless it is stated in any part of this Agreement. Any change towards the duration of the agreement should be done with a new agreement and automatically this agreement is invalid.

3.   Repayment of Investment; Percentage Share of Profits: In consideration of the Investor making that financial contribution called for in paragraph 4 hereof, the XYZ Company shall pay or cause to be paid to the Investor the following:  (a) Repayment of Investment: Shall in any case the investor want to reimburse the investment amount or terminate the contract, XYZ will pay back the invested amount only; (b) Net Profit Participation: _________ Percent (____%) of total invested amount annually of the Venture operation. The net profits participation of the Investor as described in this sub-paragraph 3(b) shall continue so long as the Venture is generating net profits and duration of the agreement except that the Investor shall have no interest in the Venture anymore.

4.   Investor's Monetary Contribution: The Investor shall deliver a cashier's check in the amount of minimum ___________ and maximum of ___________ to the Venture Company payable to the Venture Company's designated <XYZ account name> Account.  

5.   Investor Approval Rights: The Investor shall be actively involved on a regular basis and in a material manner in significant decisions relating to the expansion, selling of the services offered by the Venture. In this regard, the Investor shall have the right to approve the final budget and distribution arrangements for the Venture.

6.   Budget: It is intended that the direct cash cost budget of the Venture be <total budget> or less, inclusive of non-reimbursable overhead and pre-production expenses incurred by the Venture Company (the "Budget Cost").

7.   Return of Unexpended Contributions: If the actual cost of Venture operation should be less than the Budget Cost set forth in paragraph 6 hereof, the Production Company shall pay fifty percent (50%) of any such sum remaining to the Investor based on the invested amount. Any monies received by the Investor in accordance with this paragraph 7 shall reduce, dollar for dollar, that amount of money payable to the Investor in accordance with paragraph 3(a) and 3(b) above.

8.   Representations and Warranties: The Venture Company hereby represents and warrants to the Investor that:  
(a) Powers and Authority: It is duly incorporated, validly existing and in good standing. It has the corporate power and all necessary rights and title to enter into and perform this Agreement and the transactions contemplated hereby or referred to herein and have taken all necessary action to authorize the entry into and performance of this Agreement and such transactions.  
(b) Legal Validity: This Agreement constitutes a legal, valid and binding obligation of the Venture Company and is in proper form for enforcement against it.  
(c) Non-Conflict With Laws: The entry into and performance of this Agreement and the transactions contemplated hereby do not and will not conflict with: (i) any existing law or regulation or any official or judicial order, or (ii) its articles of incorporation, or (iii) any agreement or document to which it is a party or which is binding upon it or any of its assets.  Without limiting the generality of the foregoing, the Venture Company represents and warrants that there are not now any liens, claims, encumbrances, legal proceedings, restrictions, agreements or understandings which might conflict or interfere with, limit, derogate from, or be inconsistent with or otherwise affect any of the provisions of this Agreement or any of the representations or warranties of the XYZ Company.  
(d) Consents: All authorizations, approvals, consents, licenses, exemptions, filings, registrations, notarizations and other matters, official or otherwise, required by the Venture Company or advisable in connection with the entry into, performance, validity and enforceability of this Agreement and the transactions contemplated hereby the Venture Company have been obtained or effected and are in full force and effect (other than the registration of security interests to be created pursuant hereto).  
(e) Litigation: No litigation, arbitration or administrative proceedings are threatened or, to its knowledge, pending which call into questions the validity or performance of its obligations hereunder.
(f) Copy Documents: Each copy document delivered to the Investor by or on behalf of the Venture Company under or in connection with this Agreement and/or any prior negotiation between the Venture Company and the Investor constitutes a true and complete copy of the document of which it purports to be a copy and all facts, circumstances and other documents which might materially affect their interpretation have been disclosed in writing to the Investor.  
(g) Material Information: All information which might be material to a person assuming the obligations and acquiring the rights assumed and acquired by the Investor pursuant to this Agreement has been disclosed in writing to the Investor and there are no facts or circumstances which might make such information misleading or inaccurate.  
(h) Survival: The Venture Company's warranties, representations and agreements are of the essence of this Agreement and shall survive the early termination hereof. None of the Venture Company's warranties, representations or agreements shall in any way be limited by reason of any investigation made by the Investor or on behalf of the Investor regarding said warranties, representations or agreements.
9.   Indemnification by Venture Company: The Venture Company shall, at its own expense, indemnify, save and hold harmless the Investor and its successors, licensees, assigns, agents, representatives and affiliates from and against any and all claims, demands, causes of action, obligations, liability, loss, damage, cost and expenses (including reasonable attorneys' fees), incurred or sustained by reason of or arising out of any breach or alleged breach of any of the warranties, representations or agreements herein made by the Venture Company, or from any reliance upon any such warranties, representations or agreements. If any person or entity shall make any claim or institute any suit or proceeding alleging any facts, which, if true, would constitute a breach by the Venture Company, of any warranty, representation or agreement herein made, the Venture Company shall give prompt written notice of the same to the Investor and the Venture Company shall undertake at its own cost and expense the defense thereof and shall supply competent and experienced counsel to defend any such suit or proceeding. The Investor may also engage his own counsel in connection with any such suit or proceeding.

10.   Accounting and Reports by Venture Company:  
(a) The Venture Company shall maintain complete books and records with respect to the operation of the Venture. The Venture Company shall render to the Investor, on a semi-annual basis for the first two years after initial operation of the Venture, a written statement of monies due the Investor hereunder, if any ("Investor Statement”) and such Investor Statement shall be accompanied by remittance of any amount shown to be due to the Investor thereon. Thereafter, Investor Statements and payments shall be provided annually for as long as the Venture generates net profits or based on duration of the agreement which ever first. If any error is made by the Venture Company in any Investor Statement, it may be corrected by the Venture Company within two (2) years thereafter by making any necessary deductions or additions on subsequent Investor Statements, or at the Venture Company's option by rendering an Amended Investor Statement. Each Investor Statement shall be rendered within forty- five (45) days following the end of each accounting period. Any Investor Statement rendered by the Venture Company hereunder shall be deemed conclusively true and correct and binding upon the Investor, shall constitute an account stated and be incontestable unless the Investor delivers to the Venture Company in writing specific objections, setting forth specific transactions or items objected to and the basis of such objections, within one (1) year from the date of such Investor Statement. Any recovery by the Investor shall be limited to those items specifically objected to in writing by the Investor within said one (1) year period.  
(b) The Investor shall have the right to examine the books and records of the Venture Company to the extent they pertain to the operation of XYZ. Such examination shall be made during reasonable business hours, upon reasonable advance written notice, at the regular place of business of the Venture Company where such books and records are maintained, and shall be conducted on the Investor's behalf and at the Investor's expense by the Investor's designee. Such examination shall not be made more frequently than annually and no more than once with respect to any accounting period or Investor Statement rendered hereunder. With respect to any accounting period for which an Investor Statement has been rendered by the Venture Company, such examination shall be permitted only for a period of one year from the date such Investor Statement was received by the Investor. Investor's examination shall be limited to those records relating to the XYZ and under no circumstances shall the Investor have the right to examine records relating to the Venture Company's business generally or relating to other motion pictures for purposes of comparison or otherwise.  
(c) No action, suit or proceeding arising out of this Agreement or concerning the Investor Statement or other accounting rendered by the Venture Company hereunder or to the period of time to which such Investor Statement or accounting relates may be maintained against the Venture Company unless commenced within one (1) year after the date such Investor Statement or accounting is received by the Investor.  (d) The Venture Company shall, upon the Investor's request, avail itself of any audit right the Venture Company might have under any distribution agreement the Venture Company might enter into relating to the XYZ. The expenses of such an audit, if not reimbursable by such distributor shall be a deductible expense.  
11.   Funds Held in Trust: All monies received by the Venture Company which are payable to the Investor in accordance with the provisions of this Agreement shall be held by the Venture Company, in trust, for the sole use and benefit of the Investor and shall be immediately deposited upon receipt in a separate interest-bearing bank account naming the Investor as the beneficiary thereof. The Venture Company shall not commingle the monies payable to the Investor hereunder with other monies of the Venture Company.

12.   Relationship of Parties: The Investor and the Venture Company each acknowledge that they are independent contractors and that no partnership, joint venture, agency or employment relationship has or will be created by this Agreement. However, nothing herein shall prevent the Venture Company from subsequently initiating arm's length negotiations with and engaging the Investor and/or the Investor's company, in which case the Investor and/or his company shall be paid budgeted costs out of the XYZ's budget.

13.   Business Opportunities: Each of the parties acknowledges that this Agreement relates only to the XYZ and than none of the parties will in any way be restricted from any other business activity, whether or not competitive to the XYZ, it being agreed that so-called "corporate and/or joint venture opportunities" or fiduciary opportunities in relation to any such other activities are hereby waived by each of the parties.  

14.   Additional Documents: Each of the parties agree to execute any additional documents which may be required or be desirable to fully effectuate the purposes and intent of this Agreement or to carry out the obligations of the parties hereunder, provided that they are not inconsistent with the provisions of this Agreement.  

15.   Notices: All notices hereunder shall be in writing and shall be served by personal delivery to the Investor or the Venture Company, as the case may be, or by registered or certified mail, return receipt requested, or by telegram or FAX, addressed as follows:  Investor: ____________________________________ Company: ____________________________.  Any party may change its address at any time by written notice to the other parties. Notices served by mail shall be deemed to be served three (3) business days next.

16.   Assignment: No party hereto shall have the right to assign all or any part of its right or obligations hereunder without the prior consent of the other party, except that nothing contained in this sentence shall prevent any party from assigning its right to receive monies hereunder.  

17.   Miscellaneous:  
(a) This Agreement may not be modified except by written agreement signed by each of the parties hereto.  
(b) This Agreement shall in no event be construed as a third party beneficiary contract and is not intended for the benefit of any person or company whomsoever except the parties hereto.
(c) No waiver by one party of a breach or default by the other party shall be deemed to be a waiver of any preceding, continuing or succeeding breach of the same or any other provision of this Agreement.  
(d) Each party acknowledges that no representation or warranty not expressly set forth in this Agreement has been made or relied upon by the other party, it being agreed that this Agreement constitutes the entire Agreement of the parties regarding the subject matter hereof and supersedes all prior Agreements with respect thereto.  
(e) This Agreement has been entered into in the Malaysia and shall be construed and enforced under and subject to the laws of said state.  

18.   Attorneys' Fees: In any action or proceeding between or among the parties hereto to interpret or enforce any of the provisions hereof, the prevailing party shall, in addition to any other award of damages or other remedy, be entitled to reasonable attorneys' fees and costs.  
WHEREFORE, the parties have executed this Agreement on the date first above written.

 Investor:  <investor name>

________________________________________

Venture Company:  XYZ

By:  <owner of XYZ >

_______________________________________


Number of Pages10
DimensionsDesigned for Letter Size (8.5" x 11")
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