Business SCF Document

BUSINESS SCF DOCUMENT

This Business Supply Chain Financing Agreement (the Agreement) is entered into as of Effective Date: by and between:

Client Name:    Financier Name:

RECITALS

WHEREAS, Client operates in the supply chain for goods or services and requires financing to facilitate payment to its suppliers and to optimize working capital; and

WHEREAS, Financier provides receivables financing and related services and is willing to provide supply chain financing on the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

2. PAYMENT TERMS

Financing Amount (Maximum Commitment): $

Financing Fee / Interest Rate:    Late Payment Fee:

Invoices shall be submitted to Financier in accordance with the invoicing procedures set forth in the Scope of Work. Payment of advances by Financier will be made in cleared funds by electronic transfer to the account designated by Client within the time periods specified in the Payment Schedule.

3. TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination shall not relieve Client of its obligation to repay all outstanding advances, fees and expenses accrued prior to the effective date of termination.

4. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose any Confidential Information of the other party except as expressly permitted in this Agreement. "Confidential Information" means non-public information disclosed in connection with this Agreement, including financial terms, customer and supplier lists, pricing, trade secrets, and financing structures. Confidential Information does not include information that (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of Confidential Information.

The obligations under this Section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

6. SECURITY, SET-OFF AND COLLECTION

As a condition of financing, Client grants Financier a security interest in the financed receivables and any proceeds thereof. Client shall execute such security documents and take such actions as Financier reasonably requests to perfect and maintain the security interest. Financier shall have the right to set off any amounts payable by Financier to Client against amounts owed by Client to Financier.

7. NOTICES

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits and documents specifically incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No modification of this Agreement is effective unless in a written instrument signed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

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