Legal MCA Proposal

LEGAL MCA PROPOSAL

This Legal MCA Proposal ("Proposal") is made as of Funding Date: by and between Funder Name: with principal place of business at ("Funder"), and Merchant Name: doing business as with principal place of business at ("Merchant").

RECITALS

WHEREAS, Merchant is engaged in the business described as and originates Receivables (as defined below) from credit card sales, ACH, or other payment processing; and

WHEREAS, Funder is willing to provide Merchant a cash advance in exchange for a purchase of a percentage of Merchant's future receivables on the terms set forth in this Proposal; and

WHEREAS, the parties desire to set forth the material terms of the proposed transaction in this non-binding Proposal, subject to execution of definitive agreements and completion of due diligence and funding conditions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the parties agree as follows:

1. DEFINITIONS

1.1 "Advance" means the initial cash payment to Merchant in the principal amount of $.

1.2 "Purchase Price" means the total amount due to Funder equal to Advance multiplied by the factor rate of (the "Factor Rate"), resulting in an estimated total payback of $.

1.3 "Receivables" means all present and future credit card settlements, ACH transfers, electronic payments, and other merchant receivables generated through Merchant's business channels.

2. PURCHASE AND PAYMENT TERMS

2.1 Purchase. Subject to satisfactory due diligence and execution of a definitive Purchase Agreement, Funder proposes to purchase from Merchant a percentage of Merchant's Receivables equivalent to a daily or weekly holdback of (the "Holdback") until the Purchase Price is paid in full.

2.2 Payment Mechanics. Merchant will remit Receivables to Funder by the following method (select one): ACH debit authorization    Lockbox collection    Processor split/agent remittance.

2.3 Estimated Duration. Based on Merchant's average daily Receivables of $, the parties estimate repayment to occur in approximately days. This estimate is not a guaranteed term.

3. FEES, CHARGES AND EXPENSES

3.1 Origination Fee. Merchant shall pay an origination fee of $ payable at funding or deducted from Advance.

3.2 Default and Recovery Costs. In the event of Merchant default, Merchant shall be responsible for reasonable collection costs, attorneys' fees, and court costs incurred by Funder to recover outstanding amounts, to the extent permitted by applicable law.

4. REPRESENTATIONS AND WARRANTIES

Merchant represents and warrants that: (a) Merchant is duly organized and in good standing under applicable law; (b) Merchant has full authority to enter into the definitive agreements necessary to effect the transactions contemplated by this Proposal; (c) the Receivables are validly owed to Merchant and arise from bona fide sales of goods or services; and (d) no pending litigation, levy, or proceeding exists that would materially impair Merchant's ability to perform.

5. COVENANTS

5.1 Merchant covenants to: (a) not grant or permit any liens or security interests on the Receivables adverse to Funder prior to repayment; (b) timely remit Receivables according to the agreed method; (c) notify Funder promptly of any material change in processing volumes, ownership, or business operations; and (d) provide access to processing statements and financial information reasonably requested by Funder.

6. EVENTS OF DEFAULT AND REMEDIES

6.1 Events of Default shall include, without limitation: failure to remit Receivables as required; any material representation or warranty proving untrue; insolvency, bankruptcy, or appointment of a receiver; obstruction of Funder's collection rights; or dissolution of Merchant.

6.2 Upon an Event of Default, Funder may, in addition to other remedies available at law or in equity, accelerate amounts due, collect directly from Merchant's processors or accounts, set off against deposits, and pursue enforcement of any security interest or contractual rights without further consent from Merchant.

7. SECURITY; ASSIGNMENT OF RECEIVABLES

Merchant agrees that the underlying definitive agreement will include a purchase or sale of Receivables and, to the extent necessary, grant Funder a security interest in Merchant's accounts, receivables, and related payment streams. Merchant shall execute such further documents and filings, including UCC financing statements, as Funder reasonably requests to perfect Funder's interests.

8. CONFIDENTIALITY

Each party shall keep confidential the terms of this Proposal and any non-public information received in connection with the negotiation, except as required by law or to professional advisors under confidentiality obligations. Notwithstanding the foregoing, Funder may disclose the existence of the Proposal to prospective purchasers, assignees, or funding partners under confidentiality obligations.

9. NOTICES

Notices shall be in writing and delivered by hand, overnight courier, certified mail, or electronic transmission to the addresses set forth above, and shall be effective upon receipt.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Proposal may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right will operate as a waiver. This Proposal may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Proposal and any definitive agreements will be governed by the laws of the state of without regard to conflict of laws principles.

This Proposal (together with any schedules and attachments expressly incorporated) constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this Proposal is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

12. DUE DILIGENCE AND CONDITIONS TO FUNDING

Funding is conditioned upon completion of Funder's due diligence, including verification of Merchant's processing statements, identity of owners, authorization to access payment streams, absence of undisclosed liens, and execution of definitive agreements acceptable to Funder. Funder may require Merchant to deliver additional documentation or assurances prior to funding.

MERCHANT BUSINESS INFORMATION

Sole Proprietor    Corporation    LLC    Partnership    Other:

ACKNOWLEDGMENT

The parties acknowledge that this Proposal is intended to set forth material terms for a prospective Merchant Cash Advance transaction. Except as expressly stated otherwise in a separate written agreement signed by both parties, this Proposal does not create a binding obligation to fund and is subject to customary conditions precedent, satisfactory due diligence, and execution of definitive agreements. Notwithstanding the foregoing, the confidentiality and governing law provisions shall be binding upon signing.

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