Business Advance Structure

Business Advance Structure Agreement

This Business Advance Structure Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Advance Funder is in the business of providing monetary advances to businesses in consideration for a contractual repayment structure; and

WHEREAS, Recipient Company desires to receive an advance of funds under the terms and conditions set forth in this Agreement and to grant such rights and security as provided herein; and

WHEREAS, the parties intend that this Agreement govern the amount advanced, fees, repayment schedule, remedies, confidentiality and other material terms.

Scope of Work

The Advance Funder shall provide the Advance to Recipient Company for the business purposes described below. Recipient Company shall apply the Advance solely for the permitted uses described in this Section and shall maintain records evidencing such use.

Payment Terms

Advance Amount: The Funder will advance to Recipient Company the principal amount of (the "Advance").

Advance Fee: In consideration for the Advance, Recipient Company agrees to pay a fixed fee equal to which is earned on the funding date and is nonrefundable except as expressly provided in this Agreement.

Late Payment: Any scheduled payment or remittance not received when due shall accrue a late fee of until paid. Such late fee is intended as liquidated damages and not a penalty.

Setoff: Funder may set off any amounts owed by Recipient Company against future remittances or apply collections to outstanding principal, fees, and costs in the order determined by Funder in its reasonable discretion.

Term and Termination

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party; provided that termination shall not relieve Recipient Company of obligations to repay any outstanding Advance and accrued fees unless otherwise agreed in writing.

Termination for Cause: Funder may terminate and accelerate all amounts due upon the occurrence of an event of default, including but not limited to insolvency, material misrepresentation, failure to remit pledged receivables, or breach of material covenants.

Representations, Warranties and Covenants

Recipient Company represents and warrants that it is duly organized and has full corporate power and authority to enter into and perform this Agreement; that all information provided to Funder is true, complete and accurate; and that the execution and performance of this Agreement do not conflict with any existing agreement or law.

Recipient Company covenants to preserve and maintain books and records related to remittances and to provide Funder with access to such records upon reasonable request.

Security; Remedies

As security for repayment, Recipient Company hereby grants to Funder a first-priority security interest in the accounts, receivables, payment intangibles and other collateral described in a separate security agreement. Upon an event of default, Funder shall have all rights and remedies available under applicable law and this Agreement, including acceleration, collection, and foreclosure on collateral.

Yes

Confidentiality

Each party agrees to hold in confidence and not disclose any nonpublic information received from the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is publicly available other than by breach of this Agreement or rightfully obtained from a third party.

The Recipient Company may disclose Confidential Information to its employees, affiliates and professional advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than this Agreement. Required disclosures by law or court order must be preceded by prompt notice to the other party where permitted and shall be limited to the extent reasonably necessary.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall lie in the state or federal courts located within that State.

Indemnification

Recipient Company shall indemnify, defend and hold harmless Funder and its officers, directors and agents from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Recipient Company's breach of this Agreement, negligence, willful misconduct, or misapplication of the Advance.

Entire Agreement; Amendments

This Agreement, together with any security agreement, fee schedule and other documents executed contemporaneously herewith, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, one business day after overnight courier, or three business days after mailing by certified mail, return receipt requested.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remainder of the Agreement shall continue in full force and effect to the maximum extent permitted by law.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and delivery of executed counterparts by electronic transmission shall be effective as originals.

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