Client shall provide to SECPPM such information and documentation as SECPPM deems reasonable or necessary to enable SECPPM to develop compliant Offering Documents as described herein. SECPPM assumes no responsibility for the accuracy of any information provided by the Client for the provision of the Services, including for use in the Offering Documents. SECPPM does not and shall not engage in the verification or vetting of any information provided by the Client.
CLIENT IS STRONGLY ENCOURAGED TO ENGAGE INDEPENDENT LICENSED PROFESSIONALS IN CONNECTION WITH THIS OFFERING, INCLUDING A CERTIFIED PUBLIC ACCOUNTANT AND A DULY LICENSED ATTORNEY.
SECPPM IS NOT THE ATTORNEY FOR THE CLIENT AND AS SUCH NO ATTORNEY-CLIENT RELATIONSHIP EXISTS BETWEEN SECPPM AND CLIENT. CLIENT HEREBY WARRANTS TO SECPPM THEY SHALL ENGAGE AN INDEPENDENT AND KNOWLEDGEABLE ATTORNEY TO PROVIDE ANY LEGAL ADVICE CLIENT MAY DEEM NECESSARY WITH RESPECT TO CLIENT’S COMPANY AND THIS OFFERING. CLIENT WAIVES ANY CLAIM TO LIABILITY, LOSSES, OR DAMAGES THAT MAY ARISE AGAINST SECPPM RESULTING FROM CLIENT’S FAILURE OR REFUSAL TO ENGAGE AN ATTORNEY IN RELATION WITH THIS OFFERING OR IN GENERAL. SECPPM WILL CONDUCT THE SERVICES IN CONFORMITY WITH ANY NEEDED LEGAL OPINION(S) OF CLIENT’S ATTORNEY. SECPPM WILL NOT DRAFT ANY AGREEMENTS, OR ANY OTHER LEGALLY BINDING DOCUMENT ON BEHALF OF THE CLIENT. ANY SUCH DRAFTING MUST BE DONE BY THE CLIENT’S ATTORNEY.
SECPPM is not responsible, and Client hereby indemnifies and holds SECPPM harmless from any expenses negative corporate operational impacts, damages, lost profits, lost investments (whether committed capital or potential investments), or any other financial loss that may occur due to the actual preparation timeframe associated with the Offering and any failure of the Client to approve the Offering for sale in a timely manner. It is the sole responsibility of the Client to provide all SECPPM requested data and information, including any audited financials or legal documents required, in a timely fashion, and in a format acceptable for SEC regulations, and as is necessary for compliant delivery of the Services as per applicable regulations. ANY SUCH DOCUMENTS ARE REQUIRED BY SECPPM TO BE PREPARED BY LICENSED PROFESSIONALS NOT AFFILIATED WITH SECPPM.
III.B. Delivery of Regulation D Preparation Services.
The Services provided pursuant to this Disclosure include:
(1) The preparation or delivery of:
• Private Placement Memorandum;
• Investor Suitability Questionnaire;
• Offering Term Sheet;*
(2) If requested by the Client and/or Client’s legal counsel, a Form Specimen Subscription Agreement (provided solely as a form specimen document for review, modification and approval by Client and Client’s legal counsel);
(3) Non-legal Offering structuring and offering execution guidance (setting of investment terms, valuation guidance, etc.); and,
(4) Any other actions which may be deemed reasonable or necessary, in the sole discretion of SECPPM, to assist the Client in affecting an SEC-compliant Offering.
*denotes optional service
The short: We offer document preparation services not legal advice or representation.
Once final approval is given on the legal docs, additional revisions will incur extra charges once we move the process to the marketing team. This policy allows us to maintain the high quality and efficiency you expect from us while fairly compensating our hardworking team.
After final approval is received from the client, additional revisions will incur extra charges once we move the process to the marketing team. This policy allows us to maintain the high quality and efficiency you expect from us while fairly compensating our hardworking team.