Business MLO Document

BUSINESS MLO AGREEMENT

This Business MLO Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client Name: is engaged in the business of arranging, brokering or managing lending and seeks to retain the services of a mortgage loan originator; and

WHEREAS, MLO Name: holds all licenses and registrations required to perform loan origination services and is willing to provide such services to Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

MLO will perform loan origination services on behalf of Client which may include borrower intake, application processing, loan packaging, lender submissions, point-of-sale counseling, tracking of loan milestones, and reasonable follow-up through funding.

Payment Terms

Client will compensate MLO for services rendered as set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Term and Termination

This Agreement commences on the Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Client may terminate for cause upon material breach by MLO that remains uncured for ten (10) business days after written notice. MLO may terminate for cause upon Client's failure to pay undisputed amounts within thirty (30) days after receipt of invoice.

Upon termination, MLO will deliver to Client all work product completed to the termination date and will cooperate to effect an orderly transition. Client will pay MLO for all undisputed fees and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form regarding business operations, loan files, borrower data, pricing, lender terms, and other proprietary information.

Each party will (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes public other than by breach of this Agreement, independently developed without use of the Confidential Information, or lawfully received from a third party without restriction.

The obligations of confidentiality survive termination for a period of years, except with respect to trade secrets which will remain protected for so long as such information qualifies as a trade secret under applicable law.

Compliance; Licenses and Representations

MLO represents and warrants that it holds and will maintain all licenses, registrations and approvals required to perform the services including, where applicable, any mortgage loan originator license. MLO will comply with all applicable federal, state and local laws, rules, and regulations in the performance of services.

Indemnification and Limitation of Liability

Each party (the Indemnifying Party) will indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party’s negligence, willful misconduct, breach of this Agreement, or violation of law in connection with performance under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO MLO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive venue for any dispute arising out of this Agreement will be the state and federal courts located in that state.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or purchaser of substantially all of its assets without MLO’s consent. Notices must be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

Acknowledgement

Each party represents that it has the authority to enter into this Agreement, that its signatory is authorized to bind the party, and that no further approvals are necessary to make this Agreement enforceable.

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