Business AR LP Agreement

Business AR LP Agreement

This Business AR LP Agreement (the Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Seller originates and holds certain accounts receivable and other rights to payment arising from the sale of goods or provision of services in the ordinary course of Seller's business (the Accounts Receivable); and

WHEREAS, Purchaser is a limited partnership seeking to acquire, for investment and collection, certain Accounts Receivable on the terms set forth in this Agreement; and

WHEREAS, Seller desires to sell and assign to Purchaser, and Purchaser desires to purchase and accept assignment of, the Accounts Receivable identified and described in Section 1 below, subject to the representations, warranties, covenants, and conditions contained herein.

1. Scope of Assignment

Seller agrees to sell, assign and transfer to Purchaser, and Purchaser agrees to purchase and accept, the Accounts Receivable described below and any proceeds, security interests, or other rights related thereto, subject to the terms of this Agreement.

2. Purchase Price and Payment Terms

Purchase Price: Purchaser shall pay Seller the aggregate purchase price for the Accounts Receivable in immediately available funds equal to (the Purchase Price), subject to adjustments as set forth herein.

Late Fee: Any undisputed amounts payable by Seller to Purchaser under this Agreement that remain unpaid for more than days shall accrue a late charge of % per month, or the maximum amount permitted by law, whichever is less. A minimum late charge of may apply.

3. Conditions to Purchase

The obligations of Purchaser to consummate a purchase are subject to the satisfaction of customary conditions precedent, including, without limitation, Seller's delivery of reasonable documentation evidencing ownership, absence of liens other than disclosed liens, and representations and warranties set forth in Section 4.

4. Representations and Warranties

Seller represents and warrants to Purchaser that, as of the date of any assignment: (a) Seller is the sole and lawful owner of the Accounts Receivable being assigned and has the authority to assign them free and clear of any undisclosed liens, encumbrances, or claims; (b) the Accounts Receivable arose from bona fide transactions; (c) there are no material disputes, set-offs, counterclaims, or defenses asserted by any obligor that would materially impair collection; and (d) Seller's execution and performance of this Agreement do not violate any agreement, law, or court order.

5. Covenants

Seller covenants that it shall, upon request of Purchaser, provide reasonable cooperation in the collection of the Accounts Receivable, including delivery of invoices, account histories, and such further instruments of transfer as Purchaser may reasonably request.

6. Term and Termination

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Termination: Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice. In addition, either party may terminate this Agreement without cause upon days' prior written notice to the other party.

7. Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not use such information except to perform its obligations hereunder. Confidential information does not include information that is or becomes generally available to the public through no fault of the receiving party, is already known by the receiving party without obligation of confidentiality, or is independently developed by the receiving party.

8. Indemnification and Remedies

Seller shall defend, indemnify and hold Purchaser harmless from and against any losses, claims, liabilities or expenses (including reasonable attorneys' fees) arising out of Seller's breach of any representation, warranty or covenant hereunder. Purchaser's remedies for Seller's breach shall include specific performance, injunctive relief, and recovery of damages.

9. Governing Law

This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

10. Entire Agreement; Amendments

This Agreement, including all schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

11. Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Purchaser may assign its rights to an affiliate or to a successor in interest in connection with a sale of substantially all of its assets or a merger.

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

Acknowledgment

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to obtain independent legal advice, and that it enters into this Agreement voluntarily.

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