Finance MCAP Agreement

Finance MCAP Agreement

This Finance MCAP Agreement ("Agreement") is made and entered into as of by and between Lender Name: and Merchant Name: .

PARTIES & CONTACTS

RECITALS

WHEREAS, Lender is willing to make available to Merchant a cash advance and to purchase certain rights to Merchant's future receivables under the terms set forth below; and WHEREAS, Merchant desires to sell and assign to Lender a portion of Merchant's future receivables in consideration for the cash advance;

KEY TERMS

Advance Amount (Principal): $. Purchase Price paid to Merchant at funding: $.

Factor Rate: (multiplier applied to Advance to determine Estimated Repayment Amount). Estimated Repayment Amount: $.

Payment Method (select applicable): ACH debit Lockbox/merchant account remittance Percentage of daily sales

If Percentage of Sales selected, Payment Percentage: % of gross receipts per applicable period. Minimum Daily/Weekly Draw: $.

FEES, CHARGES AND INTEREST

Late Fee: or % of past due amount, whichever is greater. Default Interest Rate (annual): %.

REPAYMENT; COLLECTION; ACCOUNTING

Merchant authorizes Lender to collect payments by the selected Payment Method. If ACH debit is selected, Merchant provides banking details and irrevocable authorization below. Lender's collections shall be applied first to fees and charges, then to accrued interest, then to principal.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Merchant represents and warrants that Merchant is duly organized and in good standing, has full power and authority to enter into this Agreement, that the receivables to be pledged are valid and free of other liens except as disclosed, and that no event of default exists. Merchant covenants to remain current on all material obligations and to provide to Lender, upon request, merchant statements, sales reports and access to records.

EVENTS OF DEFAULT & REMEDIES

Events of Default include, without limitation: Merchant's failure to remit payment as required; insolvency or bankruptcy; material misrepresentation; or unauthorized assignment of receivables. Upon Event of Default, Lender may accelerate sums due, exercise set-off, enforce any security interest, obtain injunctive relief, and recover costs and expenses, including attorneys' fees.

SECURITY INTEREST; UCC

To secure Merchant's obligations, Merchant grants to Lender a continuing security interest in all present and future receivables, proceeds, accounts, and related collateral. Merchant shall execute and deliver such financing statements and other instruments as Lender reasonably requests to perfect and maintain the security interest.

CONFIDENTIALITY; INDEMNITY; LIMITATION

Each party shall keep confidential the terms and business information received from the other party, except as required by law. Merchant shall indemnify and hold Lender harmless from claims arising from Merchant's breach or misrepresentations. Lender's liability is limited to direct damages and shall not include consequential damages except for willful misconduct.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. All disputes arising under or related to this Agreement shall be resolved in the state or federal courts located within that state, unless the parties agree in writing to arbitration.

ADDITIONAL TERMS

ACKNOWLEDGMENTS AND CERTIFICATIONS

The undersigned Merchant certifies that the information provided in this Agreement is true and correct, that Merchant has authority to enter this Agreement, and that Merchant will comply with the terms herein. Merchant authorizes Lender to verify Merchant's credit and financial records and to obtain information required to collect amounts due.

Merchant authorizes Lender to initiate ACH debits to the account provided for collection of amounts due under this Agreement.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties related to the purchase of Merchant receivables and supersedes all prior agreements. No modification will be effective unless in writing and signed by both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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