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TexLaw, Attorney
Category: Legal
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Experience:  Lead trial/International commercial attorney licensed 11 yrs
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Hi Counsel, I am from Singapore and Ive taken an interest

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Hi Counsel,

I am from Singapore and I've taken an interest on becoming an independent sales agent/rep for one U.S. oil/gas royalties company marketing their oil investments here.

However, shortly after submitting my expression of interest to this end, I recieved a reply thanking me for taking an interest in their company and their bakken oilfield project.They then told me to refer to an attached Confidential Agreement (CA) for me to sign before they could release more sensitive/privy info of their company and project specifics to me. Reasonable so far. However, on closer inspection of the CA, I notice it was a document which spelt out binding agreement between the company and the investor. At least two clauses implied CA document was for investors only. One, under sub-heading 'Use of Confidential Information' alluded to the fact that CA signatories interest here in requesting more sensitive info on co/project was solely for purposes of evaluating investment proposal and for no other purpose. The second clause under sub-heading 'Investor Status' had me declare that I was an accredited investor....and ending with the line that my purpose of requesting this information was for other no other purpose than my personal consideration of investing in said project.

A representative from that company called me next morning singapore time and repeated the position of company that I had to sign the CA first or else no further info on co/project would be forthcoming. Couldn't they have another CA more appropriate for sales rep consideration - minus investor part? I kept telling this person I was not an investor and my whole purpose of enquiry/expression of interest was to solicit their interest in my suitability in being their singapore independent sales representative. They currently have no office here and I only saw their internet addressee advertorial in our national newspapers business opportunity columm running for three days.

I am really excited about their business model and bakken oilfield opportunity but I don't want to get into any kind of legal tangle with the law there/SEC by falsely declaring my accredited status, when I am not, and erroneously declaring myself as an 'investor' when I don't have any intention here (for the timebeing) but just want to be their independent sales representative/agent.

Should I just go ahead and sign the CA document so as to expedite my indepen sales rep consideration (I'm quiet desperate..) or should I insist on alternative document that will not bind me to aforesaid investor's declaration and considerations. However, notwithstanding those for investor interest only clauses/status declaration, the remaining clauses could apply to anyone wanting to be privy to those confidential co/projct info - which of course the company has right to control.

Please advice on my options. Thanks


Thank you for your question and congratulations on the opportunity.

There are two ways of thinking about your issue. The first is to insist that the document accurately reflect the reality of the situation. They have sent you a form confidentiality agreement that is used for investors. This doesn't reflect the reality that you will be acting as a sales representative for them there. Technically, this would endanger them more than it would endanger you, as you could argue that you are not bound by the agreement since its terms do not apply to you. Thus, in order to avoid this kind of interpretation, you could cross out the language that says "investor" and put in "sales representative." There's nothing wrong with correcting the language of a form contract. The person you are talking to at the company that sent you the agreement may not be aware of the legal ramifications of the inapplicable language in the document. In short, you would simply cross out the investor language and write in "sales representative" in its place, then initial by the change, sign the document and send it back.

The second way of looking at the situation is that the fact that the language says "investor" rather than "sales representative" is the Company's problem rather than your problem. If you signed the agreement, there is no way that you would get in trouble with the SEC on this issue. If there is no language in the agreement where you are "warranting" that you are an accredited investor, then again this is the Company's problem, not yours. So, under this scenario, you would simply sign the document as is and send it back. The agreement is between you and the Company, and will only become at issue if you breach your duty of confidentiality, at which point the question would be whether the agreement is valid. Since it is a form contract, any mistakes in the language will be blamed on the Company, not you. This is the path of least resistance with the Company.

My recommendation is to simply cross out the language and write in sales rep. If they don't like that, then you sign it as is. The most important aspect is cementing your representation of the Company and getting the information from it so that you can start your work there.

Please let me know if there is anything else I can help you with on this issue.

TexLaw and other Legal Specialists are ready to help you
Customer: replied 4 years ago.

Hey thanks ZDN,


You just gave me fish-eye in one swoop!


Okay, I know where they're coming from now but hope I didn't put them off too much with my badgering. Really appreciate your help and will get back to you should there be a need. Made my day! (oops nite here)..Tks




Customer: replied 4 years ago.

Hi ZDNLaw,

I've not decided to ask you about my other legal question (harassment by
malay train station staff) yet.
Should I decide to, you'll definitely hear from me about this. Currently
putting this in my backburner now, other things to attend to now.

Thanks for following up with me. Cheers and seasons greetings to you and
legal team at

Brock XxXxXxXx