WHAT ARE JVP's RESPONSIBILITIES TO YOU?

Our Professional Obligations!

Here are some basic ethical and professional rules of conduct we have established for JVP Representatives to follow: We will competently analyze all issues and exercise knowledge of the specific matter in which we are retained.  We will communicate with you in a timely and effective manner. JVP owes you, our client, a duty of loyalty.  As your investment banking, corporate finance or other such advisor, we can, and frequently do, simultaneously represent business interests of clients with similar interests.  We do, however, treat all client information in a confidential and ethical manner and will never permit any conflict of interest with yours. JVP will provide you with the facts as we know or have identified them and we will make business recommendations to you regarding the facts in any matter you have retained us to advise you on.  Then, we will follow your directions in handling your business matters unless those directions are in direct conflict with our ethics, professional conduct or are illegal. JVP will keep your business and/or personal property separated from all others and JVP's.  We will keep your funds properly accounted for and at any time you demand it; we will return your funds or property as soon as possible.  Under certain circumstances, your property and/or your funds may be may be subject to certain restrictions as stipulated by the Rule of Law or by your Engagement Agreement with JVP.    JVP may have other responsibilities to you, depending on your specific matter and the ethical rules that apply in various engagements.

Are your discussions with JVP confidential?   YES!  However, when you speak with JVP about any matter, your communications are not considered "privileged" as they would be if your were communicating with your legal counsel, which is generally retained for a specific legal purpose.  This means, subject to limited exceptions, or unless you grant permission, JVP will not disclose to any third party information known by us regarding your business except to comply with a properly served order of the court, which will be confirmed by our counsel.

HOW, AND HOW MUCH, DOES JVP CHARGE FOR ITS SERVICES?

You must decide early in your planning on your professional service budget. Professional services aren't inexpensive.  When you're shopping for professional services, always ask potential providers to fully explain their fees and billing practices. Don't hesitate to ask detailed questions and don't be embarrassed. A professional service provider's willingness to discuss fees is generally an important indicator of how clients are treated.

What are typical fee arrangements?  JVP's standard fee arrangements include hourly, daily and monthly rates as well as flat rate fees that are generally charged against a retainer.  JVP does not provide services on a contingent basis but will consider deferred billing in certain unique circumstances.   

Hourly rates are the most common arrangement.  JVP gets paid an hourly rate for the hours our professional and administrative support personnel spend on a client's matter.  

How much is an hourly rate?  Rates for professional fees vary based on the experience of the individual, the nature of the matter and the location of the project.  Hourly fees, which are subject to change without notice, for JVP professionals' currently range from $150 to $350 per hour.  Our professional administrative support personnel fees range from $75 to $100 per hour. Cheaper is not necessarily better when it comes to your business matters.  A more expensive JVP professional with a great deal experience may be able to handle a complex matter more quickly.

How much is a flat rate?  As with the hourly fee, it depends on the project.  Where a business matter is simple and well defined, JVP will typically charge a flat fee.  Examples of flat fee matters would include, but is not limited to, reviewing business plans, basic Intensive Business Planning Sessions and simple report writing.  If a professional service provider suggests a flat fee, be sure you understand exactly what that fee will and will not cover.  At JVP, the flat fee does not include certain expenses such as, among others, travel, copying, filing fees and telephone and facsimile charges.   

How much is a retainer fee?  Again, it depends on the project or a client's needs.  A retainer fee is generally a substantial advance payment on the hourly rate for a specific matter.  JVP sometimes puts the retainer in a special account and deducts from that account the cost of services and expenses as they accrue.  More frequently, it is an accounting procedure.  During the course of a specific engagement or project, clients should review periodic billing statements reflecting amounts deducted from the retainer.  Most retainers are non-refundable unless deemed unreasonable due to the small amount of time and cost of completing a specific matter or project.  If you decide to terminate a matter or project that JVP has worked on before the retainer has been exhausted, you may forfeit the remainder.

What are deferred fees?  Depending upon your personal financial situation, the matter before your company, you and/or your company may be eligible for JVP's deferred billing program.  JVP's Deferred Billing program is designed to assist qualified early stage companies and some turnarounds and are subject to a number of very strict conditions.

What about expenses?  Little things add up. Carefully discuss with your professional service provider any anticipated miscellaneous costs so that you can estimate those costs as much as possible in order to avoid any unpleasant surprises. Be prepared to scrutinize all costs, administrative and secretarial time, and delivery charges. JVP will be entitled to reimbursement for usual and customary out-of -pocket costs and expenses.  Our travel expenses will include, but are not be limited to, air travel (business class), automobile travel at $.40 per mile plus parking and tolls, rental cars (standard size), taxi, rail (first class), and reasonable living and business center expenses in a hotel or accommodations acceptable to JVP. 

What about Equity?  In partial consideration of JVP's services, JVP clients will agree to grant JVP share purchase warrants that entitle JVP to purchase and maintain a percentage of the client's fully diluted equity at an exercise price to be negotiated in the fee agreement. 

What about Success Fees?  JVP’s Success Fee is based on a negotiated factor that includes the greater of a minimum fee or a percentage of the gross the value of a specific financing or a qualified project concluded that is subject to a Success Fee.  The Success Fee, in some instances, may be adjusted by the Billable Fees actually paid to JVP for professional services relating to a specific financing or a qualified project concluded during the term of our engagement.  However, it must be noted that JVP's Success Fee can not become a negative number under any circumstances.        

How can you keep track of fees?  Always get a fee agreement in writing. If any professional service provider is unwilling to put a fee agreement in writing, cross that individual off your list. JVP requires written fee agreements for most matters.  We refer to our fee agreements as an Engagement Letter and Retainer Agreement (the "Agreement").

WHAT IF WE'RE UNHAPPY WITH YOUR SERVICES?

You can fire us!  You're the boss!  If, at any time you're unhappy with our services, you can fire us.  It's written in our Engagement Letter and Retainer Agreement.  You can fire us for any reason or for no reason, even if your company has a financing, a merger or an acquisition pending or in the middle of a corporate turnaround or bankruptcy reorganization by giving proper written notice.  However, we also have the right to withdraw as your advisor for cause as defined in our Agreement.  In either case, we will be entitled to payment for our services rendered up to the time of dismissal or withdrawal, including all deferred fees, expenses and other types of remuneration, if any, in accordance with our Agreement.

Keep in mind that under the law of some states; any professional service provider you fire, or if your professional service provider withdraws for cause, the service provider may be allowed to retain your files until you've paid your bill in full.  When you hire a service provider, always ask about the applicable law in your state.  

In Summary!  JVP is not regulated in terms of our overall business practices; however, in terms of privileges, ethics and rules of professional conduct notwithstanding, we have very high standards and a broad range of responsibilities to uphold on behalf of our clients.  JVP will represent you ethically, zealously and within the bounds of the law in all matters in which we are retained.