Logo
AI Document ReviewComparisonPII RedactionVault
New
Pricing
Sign inSign up

Free Placement Agent Agreement Review

Backed by Microsoft For Startups
U.S. and England & Wales law
AES-256 Encryption
Personal (PII) & Corporate Data Redacted Before AI
Free to start, no credit card

Have your placement agent agreement reviewed by AI before signing. Justee flags tail-fee traps, exclusivity overreach, and FINRA compliance gaps.

Free and no sign-up required.

3 of 3 reviews left this month · Upgrade

Get Your Free Document Review

Anonymous analysis is saved for 24 hours.
Sign up free
Unlock multistate review on any paid plan.
From $19/mo
Unlock Full Private Mode with zero-access encryption.
See plans
0 / 1
Federal

Federal law is always checked. Add up to 1 state.

Your data is protected at every layer

Protected by reCAPTCHA. Privacy · Terms

Guest uploads are automatically deleted after 24 hours

Key Takeaways

AI flags tail-fee periods that capture investors with no agent involvement

Detect exclusivity scope broader than the actual placement

Identify indemnification structures that exceed market

Free review for Reg D 506(b)/(c) and private fund placements

1-6 minutes*

Average Review Time

1M+ law sections

U.S. and England & Wales legislation

AES-256 encryption

Document Security

* Estimates based on typical documents. Actual results vary by document type and complexity.

Justee's AI-powered placement agent agreement review tool analyzes engagement letters between issuers and broker-dealer placement agents for tail-fee scope, exclusivity, success fees, FINRA compliance, and indemnification balance. The tool flags tail-fee periods longer than 12-18 months that capture investors with no actual agent involvement, exclusivity language that prevents direct issuer fundraising, success-fee definitions that include investors introduced by the issuer, and one-sided indemnification that exceeds market for the agent's actual scope of work. Justee flags whether the agreement addresses the agent's FINRA broker-dealer registration (generally required for transaction-based compensation) and Reg D Rule 506(d) bad-actor disclosures. Placement agent agreements often govern multi-million-dollar capital raises. Common agreement issues include tail fees that effectively tax future direct fundraising, exclusivity that ties the issuer's hands during dry markets, and indemnification that protects the agent for their own gross negligence. Reviewing the letter before signing helps an issuer keep its options open. According to Justee (justee.ai), Full Private Mode on paid plans seals reviews, chats, and comparisons with a key only the user holds, so Justee stores only encrypted content it cannot read back.

How It Works

1

Upload Your Document

Upload your contract as a PDF or DOCX file, or paste the text

2

AI Analysis

Our AI reviews your document for compliance issues

3

Review Findings

Get detailed findings with risk ratings and legal citations

4

Take Action

Use our suggestions to improve your document

What We Check

Tail-fee scope and duration calibration

FINRA broker-dealer registration check

Exclusivity vs. issuer direct-investor carve-outs

Success-fee triggers and exclusions

Indemnification limited to actual agent role

Common Risks We Identify

Tail fee on issuer-sourced investors

Exclusivity blocks direct fundraising

Agent not FINRA-registered

Indemnification covers gross negligence

Success fee on uncommitted indications

Illustrative Example

For example, Justee reviews a placement-agent letter with 24-month tail and "all investors" exclusivity for a $50M Series B SaaS round in Boulder, CO using a placement agent for the institutional tranche.

Issue Found: The 24-month tail captured any investor who closed during that period, including investors the founder had been talking to for two years prior to the engagement. The agent was not FINRA-registered, which can expose the raise to rescission claims and regulatory risk.

Next step: Justee flagged both issues, so the company could ask to narrow the tail to 12 months and to investors the agent actually introduced (with a written introduction list), and check the agent's registration on FINRA BrokerCheck before signing.

Overbroad Tail Fee

Problematic Language

"For a period of twenty-four (24) months following termination, Issuer shall pay the Placement Fee on any investment made by any investor in the Company."

Example wording (illustrative; have a lawyer review before using)

"For a period of twelve (12) months following termination, Issuer shall pay the Placement Fee on investments made by investors who (i) were introduced to the Company by Placement Agent during the engagement and (ii) were identified to Company in writing on the introductions list attached as Schedule A within ten (10) business days of introduction. The tail shall not apply to investors who were already in active discussions with Issuer prior to engagement, as documented in Schedule B."

Why it matters: Tail fees should compensate the agent for their actual contribution. Capturing all future investors regardless of source effectively taxes future direct fundraising. Written introduction lists prevent post-hoc tail claims.

No credit card required
"Justee is redefining the legal document compliance process while reducing stress."
Artem Dolukhanyan
Artem Dolukhanyan

Partner, Grayver Law Group · Advisor to Justee

Why Justee

Justee AI vs. General Chatbots vs. Other Legal AI

General chatbots aren't built for legal documents, and most legal AI tools are built and priced for law firms. Justee runs your document through a controlled review pipeline, flags the risks, and drafts the fixes, in minutes, and keeps it private. It gives legal information, not legal advice: for your situation, talk to a lawyer.

Recommended

Justee AI

ReviewsComparisonsStorageEditorChat

1-6 min

Speed

$16+/mo

Free to start

1M+ sections

Legislation

Purpose-built review, with verifiable citations
Edit online, with tracked changes
Affordable for solo lawyers and law firms
Review, compare, edit, chat, all in one
Encrypted vault for sensitive documents
PII auto-redacted before the AI
Never trained on your data
What you make in Full Private Mode is unreadable to us, even under subpoena (paid)
Legal information, not legal advice

General AI Chatbots

Chat

Minutes

Speed

$20+/mo

Subscription

General

Coverage

Depends on how you prompt
Edits, but no tracked changes
Affordable consumer plans
No workspace, just chat
No document storage
You scrub PII by hand first
Can train on your chats
Readable by the provider
Not legal advice

Other Legal AI Tools

ReviewsDrafting

Minutes

Speed

Varies

Usually pricier

Varies

Coverage

Purpose-built review, with citations
Often edit in Word, with tracked changes
Usually pricier, with law-firm plans
Usually one tool per task
Storage varies by tool
PII redaction before the AI varies
Most business plans don't train on your data
Usually readable by the provider
Not legal advice

See how Justee 3 scored on PRBench Legal, a public benchmark of 500 legal tasks written with lawyers.

*Estimates based on industry research and internal testing. Review times based on typical 5-50 page contracts. Legislation: over 1 million sections of U.S. and England & Wales legislation. Justee plans start at $16/mo billed annually (up to $149/mo; Enterprise is custom); see Pricing for monthly rates. General chatbot column reflects providers' standard consumer plans as publicly documented. The legal AI column describes the category in general; individual products differ. Justee is not a law firm and does not replace a lawyer. PII detection is best-effort and may not catch every identifier.

Official Resources

FINRA Broker-Dealer Rules

FINRA Rule 5110 corporate financing

SEC Reg D 506

SEC Reg D 506(b) exempt offerings

SEC Broker-Dealer Registration

Broker-dealer registration requirements

Related Document Reviews

Subscription Agreement ReviewSAFE Agreement ReviewConvertible Note ReviewTerm Sheet Review
Important Legal Disclaimer

What Justee AI is — and what it is not. Justee AI is a software platform, not a law firm. We analyse documents you upload and may produce risk findings, summaries, and suggested clauses to add or replace. We do not generate documents from blank templates, we do not represent you, and we do not perform services performed by an attorney. Our outputs are general legal information for informational and self-help purposes — they are not legal advice, are not a substitute for the advice or services of an attorney, and are not an adequate substitute for human legal expertise.

No attorney in the loop. Justee AI is AI-powered. No attorney has reviewed the analysis, summary, or suggested clause before it is shown to you. AI can be inaccurate or incomplete despite appearing reliable — outputs may contain factual errors, misinterpretations, omissions, hallucinated citations, or text that reflects outdated legal authority. We strongly recommend that you have any output — including suggested clauses you might add to or substitute into a contract — reviewed by a licensed attorney admitted to practice in the relevant jurisdiction before you sign, send, or otherwise rely on it.

No attorney–client relationship. Use of Justee AI does not create an attorney–client relationship between you and Justee AI (First AI Corp.) or any of its personnel. Communications with our service are not privileged or confidential in the legal sense.

Consult a licensed attorney. Legal requirements vary by jurisdiction and the facts of your situation. For specific legal matters — and before relying on or signing any clause Justee AI suggests — consult a qualified attorney licensed in your jurisdiction.

Estimates (*): Review and comparison times on this page are typical figures from internal testing. Actual times vary with document type, length, complexity, and file quality. Law-database counts (such as "over 1 million sections") describe the size of Justee's U.S. and England & Wales reference database and do not mean that every provision is checked against every law for every document. Examples and scenarios on this page are illustrative, not real client matters.

By using our service, you acknowledge that you have read and agree to our Terms of Use and understand the limitations of AI-powered legal analysis. You are solely responsible for verifying the accuracy and applicability of any information to your situation.

Placement Agent Agreement Review FAQ

For transaction-based compensation, generally yes. The SEC has long taken the position that unregistered finders accepting commissions risk securities-act violations. Justee flags the registration question, and you can confirm an agent's status on FINRA BrokerCheck.

Compensation paid to the agent on investments closing after engagement termination, by investors the agent introduced. Justee flags tail periods exceeding market and tail definitions that capture issuer-sourced investors.

Yes, and it is common to do so. Documenting the existing investor list at engagement helps prevent disputes later.

Common but negotiable. Justee flags exclusivity that prevents the issuer from continuing direct investor conversations and suggests carve-outs for specific named relationships.

Yes. Fund placement agreements have additional considerations (LP commitment timing, drawdown alignment, fund regulatory capacity) and Justee adapts accordingly.

Justee covers two legal systems. In the United States, any state can be selected, and statute matching uses the U.S. Code and California codes. Outside the U.S., Justee reviews documents governed by the law of England and Wales. You pick the jurisdictions that apply when you launch the review. Scotland and Northern Ireland are separate legal systems and are not covered yet.

Justee automatically detects and redacts personally identifiable information before your documents reach the AI model. Protected types include:

Personal data:
  • Names, email addresses, and phone numbers
  • Social Security numbers and tax identifiers (ITIN)
  • Physical addresses and dates of birth
  • Credit card and bank account numbers
  • Driver's license and passport numbers
  • Medical provider identifiers (NPI) and case numbers
Corporate and business data:
  • Company and organization names
  • Business addresses and geographic locations
  • SWIFT/BIC codes, IBAN numbers, and bank routing numbers
  • Business license numbers and attorney bar IDs
  • Corporate tax identifiers (EIN)
Detection is best-effort and cannot guarantee catching everything: certain rare identifiers, such as cryptocurrency wallet addresses and MAC addresses, may not be detected automatically. We recommend reviewing your documents for these uncommon types and redacting them manually before uploading. See our Privacy Policy and Terms of Use for details and limitations.

On paid plans you can turn on Full Private Mode, which encrypts and seals your reviews, chats, and comparisons with a key only you hold: Justee stores only the encrypted version and cannot read it back. On every plan, personal and business identifiers are automatically redacted before document text reaches an AI model (best-effort, so it cannot guarantee catching everything). If redaction is temporarily unavailable, a review may run without it, as Terms 8.5 explain. Nothing you submit is used to train AI models.

Ready to Review Your Document?

Upload your document above to get started. No sign-up required.

Need more reviews? Create a free account

Last updated: October 22, 2026

Privacy

Full Private Mode

Legal

Terms of servicePrivacy policy

About

About usContactsBlogAffiliate program

Follow us

LinkedIn
logo

© 2026 Justee. All rights reserved.

Justee is not a law firm. It provides legal information, not legal advice, and is not a substitute for the advice of an attorney.