Business Factor Document

BUSINESS FACTOR AGREEMENT

This Business Factor Agreement (the Agreement) is made effective as of by and between Factor Name: (the Factor), and Client Name: (the Client).

RECITALS

WHEREAS, the Client originates accounts receivable arising from the sale of goods and/or services in the ordinary course of its business and desires financing by assigning such receivables to the Factor; and

WHEREAS, the Factor is in the business of purchasing or otherwise acquiring accounts receivable and agrees to purchase, advance on, and collect certain designated receivables from the Client pursuant to the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms, conditions, and procedures governing the purchase and administration of such receivables.

SCOPE OF WORK

PURCHASE OF RECEIVABLES; ADVANCES

1. Purchase. Subject to the terms of this Agreement, the Client agrees to sell, transfer and assign to the Factor, and the Factor agrees to purchase or otherwise acquire, Eligible Receivables as defined by the Factor in its sole reasonable commercial discretion. The transfer of each account shall be effective upon delivery by the Client to the Factor of an invoice and related documentation required by the Factor.

2. Advance Rate. The Factor shall advance to the Client, upon acceptance of each Eligible Receivable, an amount equal to of the face amount of such receivable (the Advance Rate), subject to the Factor's withholding of any reserve.

PAYMENT TERMS

1. Factoring Fee. The Factor shall be entitled to a factoring fee equal to of the face amount of each purchased receivable, computed in accordance with the Factor's fee schedule.

2. Settlement and Payment. After collection of the receivable, the Factor shall remit to the Client the collected proceeds less the Advance, factoring fees, reserve adjustments, chargebacks, and other authorized deductions. Funds will be remitted to the Client in accordance with the following schedule:

3. Late Payment and Chargebacks. In the event of late payments by Account Debtors, non-payment, or short payment, the Client shall remain responsible for chargebacks and shall reimburse the Factor for any amounts deemed uncollectible. A late fee of shall accrue on overdue obligations where permitted by law.

REPRESENTATIONS, WARRANTIES AND COVENANTS

The Client represents and warrants that, as to each receivable sold: (a) such receivable arose from bona fide transactions for goods or services provided by the Client in the ordinary course of business; (b) the receivable is free and clear of liens, encumbrances or prior assignments; (c) the Client will provide accurate invoices, shipping documents, and any required certificates of completion; and (d) the Client has not granted any other security interest in the receivable.

The Factor represents that it will act in good faith in the administration and collection of purchased receivables, and that it has the authority to purchase and hold the receivables subject to this Agreement.

CONFIDENTIALITY

Each party shall hold in strict confidence all non-public information disclosed by the other party in connection with this Agreement, including but not limited to customer lists, invoice data, pricing, and collection strategies ("Confidential Information"), and shall not disclose such Confidential Information except to its employees, agents or advisors who have a need to know and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party or is rightfully obtained from a third party without restriction.

TERM; TERMINATION

This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section. Either party may terminate this Agreement upon written notice delivered not less than days prior to termination. Termination shall not relieve the Client of obligations with respect to receivables sold prior to the effective date of termination.

Upon termination, the Factor may require the Client to repurchase any receivables that do not meet the Factor's credit standards or that are not collectable in accordance with the purchase provisions of this Agreement.

INDEMNITY; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or covenants under this Agreement. Except for willful misconduct or gross negligence, neither party shall be liable to the other for special, incidental, consequential or punitive damages.

NOTICES; CONTACT INFORMATION

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. This Agreement, together with any schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Factor may assign or sell its rights and interests in receivables and this Agreement to third parties without the Client's consent.

Waiver; Severability: No waiver of any breach shall constitute a waiver of any other breach. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

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