Miscellaneous APP MCA Form

MISCELLANEOUS APP MCA FORM

Parties

Recitals

WHEREAS, Client is engaged in its business and desires certain services and deliverables related to the application and management of merchant cash advance facilities and associated administrative processes; and

WHEREAS, Service Provider represents that it has the experience, personnel and capacity to provide such services and to perform the Scope of Work described herein in a professional and workmanlike manner; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide services to Client as set forth in this Agreement.

Scope of Work

Service Provider shall perform the services and deliver the work products described below. The description below constitutes the primary Scope of Work; any material changes shall be documented in writing and mutually executed by the Parties.

Payment Terms

Compensation for the services rendered under this Agreement shall be as follows. All payments are non-refundable except as otherwise required by applicable law or expressly set forth in a written amendment signed by both Parties.

If Client fails to make any undisputed payment when due, Client shall pay a late fee calculated at the lesser of (a) 1.5% per month on the outstanding balance, compounded monthly, or (b) the maximum rate permitted by applicable law.

Term and Termination

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Section, shall continue until the End Date.

Effective Date:   End Date:

Either Party may terminate this Agreement without cause upon providing written notice to the other Party not less than days prior to the effective date of termination. Either Party may terminate for material breach by the other Party if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information furnished by one Party (the Disclosing Party) to the other Party (the Receiving Party) in oral, written or electronic form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, pricing, technical data and trade secrets.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Exceptions: information that is or becomes generally available to the public other than through breach of this Agreement or is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider specifically for Client under this Agreement shall be assigned to Client upon full payment, except that Service Provider retains ownership of its general know-how, methodologies and tools. Service Provider grants Client a non-exclusive, perpetual license to any pre-existing materials incorporated into the deliverables to the extent necessary for Client's use of the deliverables.

Representations, Warranties and Indemnity

Each Party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that the services shall be performed in a professional manner consistent with industry standards. To the extent permitted by law, each Party agrees to indemnify the other for third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below (or to such other address as a Party may designate by notice). Notices shall be deemed given upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) days after deposit in the mail postage prepaid.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture relationship. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

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