Commercial Financing Services Contract

Commercial Financing Services Contract

This Commercial Financing Services Contract ("Agreement") is entered into as of by and between Lender: , with principal place of business at , and Service Provider: , with principal place of business at .

RECITALS

WHEREAS, Lender is engaged in the business of providing commercial financing, including but not limited to loans, credit facilities and related financial accommodations; and

WHEREAS, Service Provider possesses the expertise and resources to perform loan origination support, underwriting, documentation, servicing and related financing support services (collectively, the "Services"); and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such Services to Lender.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

Capitalized terms used in this Agreement shall have the meanings set forth in this Section unless the context otherwise requires. "Agreement" means this Contract and any schedules or exhibits attached. "Confidential Information" means nonpublic information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

2. Scope of Services

Service Provider shall provide the Services described in Schedule A attached hereto and incorporated by reference. Services shall include, without limitation: origination support, borrower due diligence, credit analysis, preparation of financing documentation, coordination of closings, and post-closing loan servicing as requested by Lender. Service Provider shall perform Services in accordance with commercially reasonable standards and applicable law.

3. Fees and Payment

3.1 Compensation. As compensation for the Services, Lender shall pay Service Provider the fees set forth in Schedule B. Fees may include origination fees, servicing fees, success fees, and reasonable out-of-pocket expenses. Origination Fee: $

3.2 Invoicing; Payment Terms. Service Provider shall invoice Lender monthly or as otherwise agreed. Lender shall pay undisputed invoices within days of receipt. Disputed amounts shall be raised in writing within ten (10) days and the undisputed portion shall remain payable.

3.3 Taxes. Fees are exclusive of taxes. Each party shall be responsible for its own taxes, except that Lender shall withhold taxes if required by applicable law.

4. Term and Termination

4.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach.

4.3 Termination for Insolvency. Either party may terminate immediately upon the commencement of insolvency, receivership, or bankruptcy proceedings by or against the other party.

5. Confidentiality

5.1 Duty. Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information except to its employees, agents or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those in this Agreement.

5.2 Exceptions. Confidential Information does not include information that is (a) publicly known through no wrongful act of recipient; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information.

6. Representations and Warranties

6.1 Mutual. Each party represents and warrants that it is duly organized, has authority to enter this Agreement, and the execution and performance will not violate any agreement or law to which it is subject.

6.2 Service Provider. Service Provider represents that it will perform the Services in a professional manner consistent with industry standards and that it possesses all required licenses and approvals.

7. Compliance with Laws

Each party shall comply with all applicable laws, rules and regulations in connection with its performance under this Agreement, including anti-money laundering, sanctions and licensing requirements. Service Provider shall implement and maintain policies reasonably designed to ensure compliance.

8. Indemnification

Service Provider shall indemnify, defend and hold harmless Lender and its affiliates from and against any third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence, willful misconduct, or violation of applicable law in the performance of Services.

9. Limitation of Liability

Except for liabilities arising from willful misconduct, gross negligence, fraud, or indemnification obligations, neither party shall be liable to the other for any consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to the total fees paid to Service Provider under this Agreement during the three (3) months preceding the event giving rise to the claim.

10. Records; Audit Rights

Service Provider shall maintain complete and accurate records relating to the performance of Services for a period of three (3) years following termination. Lender shall have the right, upon reasonable notice, to audit such records during normal business hours to verify fee calculations and compliance.

11. Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice:

12. Amendments; Waiver; Counterparts

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected in the field below, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for the resolution of disputes.

14. Entire Agreement

This Agreement, together with any schedules or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral, relating to such subject matter.

15. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of the Agreement shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

Miscellaneous

Sign Now