Legal MCA Agreement

LEGAL MCA AGREEMENT

This Merchant Cash Advance Agreement (the "Agreement") is entered into as of by and between Funder Name: , an entity of type Corporation LLC Individual , with principal place of business at ; and Merchant Name: , an entity of type Corporation LLC Individual , with principal place of business at .

RECITALS

WHEREAS, Funder is in the business of purchasing future receivables and providing working capital in exchange for an agreed return; and

WHEREAS, Merchant operates a business that generates receivables from sales and desires immediate capital in exchange for a contractual purchase of a portion of its future receivables; and

WHEREAS, the parties desire to set forth the terms and conditions pursuant to which Funder will purchase future receivables from Merchant and Merchant will remit a portion of certain receivables to Funder.

NOW, THEREFORE, in consideration of the mutual covenants set forth 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 have the following meanings:

"Advance" means the initial purchase price paid by Funder to Merchant in the amount set forth in Section 2. "Purchased Receivables" means the right to receive a portion of Merchant's future credit card, debit card, ACH, or other receivables as described in Section 3. "Remittance Percentage" means the percentage of Eligible Receivables that Merchant shall remit to Funder as set forth in Section 4. "Factor Rate" means the multiplier used to calculate the Total Repayment Amount as set forth in Section 2.1.

2. PURCHASE; ADVANCE

2.1 Advance Amount and Repayment. Funder agrees to purchase and Merchant agrees to sell to Funder Purchased Receivables in consideration for an advance in the principal amount of (the "Advance"). The total amount Merchant shall remit to Funder (the "Total Repayment") shall be the product of the Advance multiplied by the Factor Rate of unless earlier paid in full as provided herein.

3. PURCHASED RECEIVABLES; REMITTANCE

3.1 Purchased Receivables. Merchant hereby sells, assigns and transfers to Funder a non-exclusive, irrevocable purchase of Merchant's right to receive a portion of the Merchant's Eligible Receivables until the Total Repayment is satisfied. "Eligible Receivables" means receivables generated from sales processed through Merchant's merchant account(s) or point-of-sale channels, excluding refunds, chargebacks, taxes collected for remittance, and payments from related parties.

3.2 Remittance Percentage. Merchant shall remit to Funder a portion equal to of Eligible Receivables ("Remittance Percentage") until the Total Repayment is paid in full.

4. FUNDING; DELIVERY

4.1 Funding Date. Funder will fund the Advance to Merchant's designated account on or about subject to satisfaction of the conditions precedent in Section 4.2.

4.2 Conditions Precedent. Funding is conditioned on Merchant delivering to Funder: (a) executed copies of this Agreement; (b) merchant account authorization and existing processing statements; (c) truthful representations and warranties in Section 6; and (d) such other documents reasonably requested by Funder to perfect and protect its interest in Purchased Receivables.

5. COLLECTION; SETOFF

5.1 Collection Mechanism. Merchant authorizes Funder, at Funder's election, to collect remittances by (a) directing Merchant's processor to remit Merchant's Eligible Receivables directly to Funder; (b) ACH debit or automatic electronic withdrawal from Merchant's designated account; or (c) directing a lockbox arrangement. Merchant shall execute all authorizations reasonably necessary to implement the selected collection mechanism.

5.2 Setoff. Merchant grants Funder the right to set off or apply any amounts owed to Merchant by Funder against obligations due to Funder under this Agreement. Funder's rights under this Section are in addition to all other rights and remedies available at law or in equity.

6. REPRESENTATIONS AND WARRANTIES

6.1 Merchant Representations. Merchant represents and warrants to Funder that: (a) Merchant is duly organized, validly existing and in good standing under applicable law; (b) Merchant has full corporate or other power and authority to execute and perform this Agreement and to sell the Purchased Receivables; (c) Merchant's execution and performance will not violate any material agreement, law, or court order; (d) Merchant is the sole owner of the Purchased Receivables free and clear of all liens except as created by this Agreement; and (e) all information provided to Funder is true and correct in all material respects.

6.2 Funder Representations. Funder represents to Merchant that, to Funder's knowledge, Funder has the corporate power to enter into and perform this Agreement and will have funds available to make the Advance in accordance with Section 4.

7. COVENANTS

Merchant covenants that during the term of this Agreement: (a) Merchant will operate its business in the ordinary course and maintain all licenses and permits necessary for the business; (b) Merchant will not grant liens against Purchased Receivables except as permitted by Funder; (c) Merchant will provide Funder with merchant processing statements, account information, and other reports upon request; and (d) Merchant will notify Funder promptly of any material adverse change in Merchant's business, operations, or financial condition.

8. EVENTS OF DEFAULT

Each of the following constitutes an Event of Default: (a) Merchant fails to remit payments in accordance with this Agreement; (b) any representation or warranty of Merchant proves false or misleading in any material respect; (c) Merchant files a petition in bankruptcy or becomes insolvent; (d) Merchant ceases materially to conduct business in the ordinary course; or (e) Merchant intentionally interferes with Funder's collection of Purchased Receivables.

9. REMEDIES

Upon the occurrence of an Event of Default, Funder may, in its sole discretion, exercise any or all of the following remedies: (a) accelerate all amounts then outstanding and demand immediate payment of the Total Repayment; (b) terminate the collection mechanism and pursue collection from Merchant or third parties; (c) enforce its security interest and perfect and foreclose on collateral; (d) collect reasonable attorneys' fees, expenses, and court costs incurred in enforcing this Agreement; and (e) seek injunctive relief to prevent diminution of receivables.

10. SECURITY INTEREST

Merchant grants to Funder a continuing security interest in and lien upon all present and future Purchased Receivables, proceeds thereof, and all accounts, contract rights, inventory and other assets specified in any security agreement delivered to Funder. Merchant agrees to execute financing statements or other documents necessary to perfect Funder's security interest under applicable law.

11. INDEMNIFICATION

Merchant shall indemnify, defend and hold harmless Funder and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Merchant's breach of any representation, warranty or covenant under this Agreement; (b) Merchant's misappropriation of payments or diversion of Eligible Receivables; or (c) Merchant's gross negligence or willful misconduct.

12. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or that by its nature ought reasonably to be treated as confidential. Confidential information shall not include information that is or becomes generally available to the public other than through breach of this Agreement or information independently developed without use of the other party's confidential information.

13. ASSIGNMENT

Funder may assign or transfer its rights and obligations under this Agreement, in whole or in part, without Merchant's consent. Merchant may not assign its rights or obligations without Funder's prior written consent, except that Merchant may assign to an acquirer of all or substantially all of Merchant's business upon prior notice to Funder.

14. NOTICES

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No delay or omission by either party to exercise any right shall operate as a waiver of that or any other 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.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties at without regard to principles of conflicts of law. If any provision of this Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.

17. ADDITIONAL PROVISIONS

17.1 Remedies Cumulative. Except as otherwise provided, the rights and remedies of Funder under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. 17.2 Interpretation. The headings in this Agreement are for convenience only and shall not affect interpretation.

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