This REFERRAL AGREEMENT (this "Agreement") is made between the group of finance companies that includes 1st Commercial Credit, LLC, Capital Credit Incorporated, Commerce Commercial Credit, Inc, Contract Credit, Inc, Nationwide Commercial Credit, Inc, Vendor Pay Express, Inc and Payables Credit, Inc, as the ("Finance Company") and ("Referral Agent"), effective as of the date of execution by Finance Company ("Effective Date").

 

RECITALS

Whereas, Referral Agent is in the business of procuring clients and/or borrowers for the purpose of entering into factoring and financing transactions with various factors and finance companies; and whereas, Finance Company is in the business of purchasing accounts of companies or otherwise extending credit. 
 
Now, therefore, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:

 

1. Scope of Services

(a) Referral Agent may, from time to time, identify potential and prospective new clients ("Prospects") for the accounts receivable factoring and other financing services offered by Finance Company ("Financing Services"), and to refer such Prospects to Finance Company in accordance with this Agreement. Financing Services includes only Factoring, and any other accounts receivable financing arrangements provided by Finance Company. 

(b) Referral Agent shall provide Finance Company with the essential information for the Prospect, which information is sufficient if it contains the following: 

Referral Form Provided or Online referral completely filled out. 

Any information Referral Agent provides to Finance Company about a Prospect is without representation or warranty of any kind. Finance Company shall conduct and be responsible for all credit decisions relating to and the results of its own due diligence on each Prospect, and shall not rely on any information about a Prospect provided by Referral Agent. The decision as whether to enter into a contract for Financing Services (a "Financing Contract") is solely that of the Finance Company and Referral Agent shall have no liability to Finance Company for any damages that Finance Company could suffer as a result of entering into a Financing Contract with a "Client" (defined in paragraph 3(a), below).

 

2. Referral Procedure

(a) The parties agree that Referral Agent shall only earn a commission with respect to Prospects that are qualified pursuant to the referral procedure outlined in this Section 2 ("Qualified Prospects") 

(b) In the event that Referral Agent believes that such Prospect is a viable candidate for Finance Company's Financing Services, Referral Agent may refer the Prospect to the Finance Company according to section 1 (b), and any additional information that Referral Agent may have that will help expedite the funding process. 
 
(c) The Prospect identified shall be deemed a Qualified Prospect of Referral Agent unless: (i) Finance Company provides Referral Agent with evidence sufficient to independently establish that another person has submitted the same Prospect as a referral to Finance Company prior to the date and time of Referral Agent's referral; (ii) Finance Company, within (2) business days from the date on which it receives Referral Agent's referral, notifies Referral Agent that Finance Company was already in direct contact with such Prospect (and such notice shall describe the dates and nature of such prior contact in general terms. Please see Exhibit A for standard referral commissions. 

3. Commissions.

(a) In the event that a Qualified Prospect becomes a client of Finance Company (a "Client") by entering into a Financing Contract consisting of any accounts receivable factoring or accounts receivable financing facility ("Factoring Facility") between Finance Company and such Client, Referral Agent shall earn a commission ("Commission"), provided that Finance Company's initial funding to such Client occurs during the term of this Agreement or within one (1) year of its termination In addition, the parties agree that the Financing Contract may be amended. terminated, or otherwise modified by Finance Company to the extent such amendment, termination or modification does not reduce or eliminate the Commission to which Referral Agent could otherwise be entitled. Please see Exhibit A for commissions rate table. 
 
Referral Agent is not permitted to induce client into a Cash Advance financing arrangement after closing a factoring agreement with Finance Company. Any additional consulting fees at closing may be granted so long as Referral Agent discloses with Finance Company at the time of submitting the client.

 

4. Term and Termination.

This Agreement will become effective on the Effective Date and shall continue in force until terminated by either party. Either party may terminate this Agreement at any time, for any reason or no reason whatsoever, upon thirty (30) days' prior written notice to the other; provided, however, that no such prior notice shall be required if the non-terminating party has materially breached its obligations hereunder. Such termination shall be effective as to prospective referrals only. Notwithstanding the termination of this Agreement, this Agreement and the provisions hereof shall continue in full force and effect as to Finance Company and Finance Company shall remain obligated to Referral Agent for Commissions due under any new, continuing or successive Financing Contract between Finance Company and any Qualified Prospect, except as limited pursuant to paragraph 3(a), above.

 

5. Independent Contractors.

(a) Nothing contained in this Agreement is intended to create, or shall be construed to create, a partnership, agency, or other legal relationship between the parties, other than that of two independent contractors. Without limiting Finance Company's right to enforce this Agreement as a contract, Finance Company shall have no authority to direct the time, place or manner in which Referral Agent conducts its business, and Finance Company shall not be responsible for any act or omission on the part of Referral Agent or its employees in connection therewith.

(b) It is expressly agreed that Referral Agent shall have no authority to speak for Finance Company or to bind Finance Company to any legal commitment whatsoever. 

(c) This is not an exclusive agreement. Each party is free to enter into similar agreements with other parties on such terms as it may deem appropriate, and without regard to any geographical territory. 

 

6. Indemnity.

No Indemnification shall apply to either party.

 

7. Best Efforts.

In the event that Finance Company makes the business decision to discontinue its Financing Contract with, or providing Financing Services to a Client that is in good standing, it shall make its best efforts to notify Referral Agent.

8. Miscellaneous

(a) This Agreement and the relative rights and obligations hereunder shall extend to each of the parties’ successors or assigns, including, without limitation to, any successors and assigns resulting from a merger or acquisition of a party hereto, or the sale of a party’s assets, such as, without limitation, a sale of all or a portion of a party’s loan financing or factoring transactions. Nothing contained herein shall prohibit Referral Agent from assigning its rights to receive commissions due hereunder to any third party. Notwithstanding that a party transfers the ownership rights in any transaction subject to this Agreement to a third party, the transferor shall not be excused from future performance under this Agreement, and any Financing Contract extended to Finance Company’s former Client pursuant to a subsequent agreement for Financing Services shall give rise to a Commission due Referral Agent hereunder. In the event Finance Company transfers any transaction to a third party which transaction is subject to this Agreement, Finance Company shall provide the name and contact information of such third party to Referral Agent within a reasonable time of the closing of such transaction. 
 
(b) Referral Agent represents and warrants that neither the execution and delivery of this Agreement, nor the performance of Referral Agent’s duties, nor the payment of the commissions provided for herein (should they be earned), shall result in a violation of any agreement to which Referral Agent is a party. 
 
(c) Authority. The parties are, and will continue to be, duly empowered and authorized to enter into and perform their obligations under this Agreement. The execution and delivery of this Agreement and all other transactions contemplated hereby have been duly and validly authorized, and are enforceable against the parties according to their terms. 
 
(d) Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the legal and economic substance of the transaction is not affected in any manner materially adverse to any party. 
 
(e) Signatures may be exchanged by hand, by mail, by fax, by e-mail, by photocopy, or in counterparts, any 
such method being binding on both sides when completed and exchanged at the address, fax or email as 
provided for each party as indicated next to their respective signatures below. 
 
(f) This Agreement: (i) expresses the parties’ entire agreement on the matters covered hereinabove; (ii) supersedes all prior understandings between them on such matters, oral or written; (iii) shall be binding on their lawful representatives, successors, designees, and assigns; and (iv) shall not be altered or terminated except in a writing signed by each. 
 
(g) Governing Law. This Agreement shall be governed by, interpreted under and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law, provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas, applicable to contracts made and to be performed therein. 
 
(h) Attorney’s Fees. In the event that any action is filed to enforce or is otherwise related to this Agreement, the prevailing party shall be entitled to recover from the other party it’s reasonable attorney’s fees and costs. 
 
(i) Venue. The parties (i) agree that all actions or proceedings relating directly or indirectly to this Agreement shall be litigated in courts located within said state, and that, at the sole option of Referral Agent, the exclusive venue therefore shall be Travis County, Texas; (ii) consents to the jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (iii) waives any and all rights each may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding. 
 
(j) Jury Waiver. REFERRAL AGENT AND FINANCE COMPANY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL IN ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN Referral Agent AND FINANCE COMPANY, AND ANY CONDUCT, ACTS OR OMISSIONS OF Referral Agent OR FINANCE COMPANY OR ANY OF THEIR DIRECTORS, MEMBERS, PARTNERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH Referral Agent OR FINANCE COMPANY. Referral Agent AND FINANCE COMPANY ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. Referral Agent AND FINANCE COMPANY FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED OR HAD THE OPPORTUNITY TO REVIEW THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING THE OPPORTUNITY TO CONSULT OR CONSULTATION WITH LEGAL COUNSEL. 

 

Commissions will be payable for so long as Finance Company and Client or such Client’s successor or assign have a Financing Contract pursuant to which Client is obligated to pay Finance Company pursuant to the terms thereof. For purposes of this subsection, “Income” means, for any given month: (i) with respect to a Factoring Finance Facility, the actual revenue earned and received for factoring receivables in the ordinary course of business regardless of whether the Client is or is not in default including discount fees collected and received by Finance Company during such month. 
 
The term “fees” as used herein shall be interpreted in its broadest sense to include, without limitation, discount fees, whether characterized as or earned for the making, maintaining or advancing from enforcement of the facility. Referral Agent shall not be entitled to commissions on wire fees, interest fees or costs reimbursements. 
Commissions for any month shall be payable to Referral Agent on or before the fifteenth (15th) day of the following month. Finance Company shall provide Referral Agent with a report on a monthly basis detailing all discount fees if applicable. 
  
Invoice Factoring Finance Qualifying Prospect

• Client must have the following to qualify as a lead.
• Recurring monthly business with the same accounts
• A minimum of $25,000 a month in sales
• Must have accounts receivable to fund of 25,000.00 Min.
• No medical insurance or insurance claim receivables
• Trucking will have maximum commissions of 10% (No Bonus on Trucking) 

  
Preferred Industries: 

• Temp Staffing Agencies
• Manufacturing & Distributors Selling B to B Customers
• Service Providers, Security Guards, Information technology companies 

 
Commission Rates on Factoring Finance/Discount Fees will vary based on commitment term of the client. 
 
Invoice Factoring Finance – 15k Monthly Minimum Factoring – 12 month term - Flat one time $1,500.00 Bonus 
 
Commission Rates on Factoring Finance/Discount Fees will vary based on the rate: 

• Standard Factoring Rate – 2% first 30 days and 1% every 15 days thereafter (anything under will pay 10% commission)
15% Commission on Factoring Fees collected. 
• Vendor Pay Express shall pay at a 10% Maximum Commission Rate No Bonus. 
• Asset Based Finance and Sales Ledgered Lines of Credit – Shall Pay a one time fee of 50% of the origination fee billed to client.
• Any other success fee must be disclosed at time of submission. 
• Custom Rate – Commission rate will be negotiated with broker if client request below standard fee rate structures. 
• Purchase Order Financing and Trade Payable Finance - Shall pay 10% Based on Financing Fees charged to client upon funding 

Signature

1st Commercial Credit Funding Group
6500 River Place Blvd
Austin TX 78730 Building 7, Suite 250

Lewis Merrifield
Office 512 266-5993
Lewis@capitalcredit.com

Raul Esqueda
Office 512 828 -6603
raul@1stcommercialcredit.com