Business Application Documents

BUSINESS APPLICATION AND SERVICES AGREEMENT

Parties

This Agreement is entered into between Applicant: and Provider: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Applicant seeks to apply for certain business services and assistance from Provider, and has submitted documentation and representations to Provider for evaluation; and

WHEREAS, Provider is willing to provide application review, advisory and implementation services to Applicant under the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the scope of services, payment, confidentiality and other terms.

Applicant Information

Sole Proprietorship    Corporation    LLC    Partnership    Other:

Scope of Work

Provider shall perform the services described below for Applicant. The Parties agree that the scope may be amended only by written agreement signed by both Parties.

Payment Terms

Applicant agrees to pay Provider the fees set forth below in consideration of the performance of the Scope of Work. All fees are due as provided unless otherwise agreed in writing.

In addition to the Late Payment Fee, Applicant shall be responsible for reasonable collection costs, including attorney fees, incurred by Provider in enforcing overdue obligations.

Term and Termination

The Term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party no fewer than days. Provider may terminate immediately for material breach, insolvency, or failure to pay undisputed fees when due.

Confidentiality

Each Party shall hold in confidence all Confidential Information disclosed by the other Party and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement or as required by law. Confidential Information includes non-public business information, financials, trade secrets, customer lists and application materials. Confidentiality obligations shall survive termination for a period of three (3) years, or longer if required by applicable law for trade secret protection.

Representations, Warranties and Certifications

Applicant represents and warrants that all information, statements and documentation provided to Provider are true, complete and accurate as of the date of submission. Applicant certifies that it has authority to enter into this Agreement and to provide the materials submitted on its behalf.

Applicant hereby authorizes Provider to perform reasonable due diligence, including verification of business records and background checks as necessary to provide the Services.

Applicant certifies that the information provided in connection with this application and Agreement is accurate and that Applicant will promptly notify Provider in writing of any material changes.

Attachments

Please indicate documents provided with this application:

Business Plan    Financial Statements    Articles of Incorporation / Organization    Proof of Identity for Authorized Representative

Indemnification

Applicant shall indemnify, defend and hold harmless Provider and its affiliates, officers and employees from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Applicant's breach of this Agreement, any misrepresentation or omission by Applicant, or Applicant's use of the Services in violation of law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising under this Agreement shall be resolved by binding arbitration conducted in the county of the Provider's principal place of business, unless the Parties agree otherwise in writing.

Entire Agreement; Modification

This Agreement, together with any attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior discussions, proposals and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgment

By signing below, each Party acknowledges that it has read, understands, and agrees to be bound by the terms and conditions of this Agreement and that the person signing has the authority to bind the Party.

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