Instapay Flexible Factoring Agreement
NOW THEREFORE, inconsideration of the above recitals, the terms and covenants of this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Instapay Flexible and Finder hereby agree as follows:
“Income” means the funds collected on a purchased invoice less the amount paid to the Borrower for said invoice.
- Finder of Borrower(s): From time to time Finder works with various Borrower(s) for the purpose of assisting said Borrower(s) in obtaining Financing. Finder may refer certain Borrower(s) to Instapay Flexible for Financing. Instapay Flexible will then do its due diligence and, upon the acceptance and approval by Instapay Flexible and the funding of Borrower(s), Finder will be entitled to a Finder Fee as described herein below.
- Finder Fee: Regarding any Borrower(s)referred to Instapay Flexible by Finder, which Finder is acknowledged by InstapayFlexible and whereby Instapay Flexible actually funds said Borrower(s) withinsix (6) months of initial receipt of referral, Instapay Flexible agrees to pay Finderthe Finder Fee per the Finder Fee Schedule. If referred Borrower(s) is/are notfunded for any reason whatsoever, Instapay Flexible will not have anyobligation to Finder. Finder Fee’s arepaid one month after the first transaction between Instapay and Borrower.
- Exclusivity: As an inducement for InstapayFlexible to consider extending Financing to Borrower(s), Finder represents thatFinder has not referred Borrower(s) for consideration to any other financial institution for financing. Instapay Flexible has fifteen (15) days to express an interest in any Referral, and, if Instapay Flexible rejects said Referral,Finder may refer said rejected Referral(s) to any other financial institution.
- Termination: This agreement may be terminated by either party at any time by the terminating party sending written notice to the non-terminating party at the address indicated at the beginning of Agreement. Such termination shall not interfere with the payment by InstapayFlexible to Finder for any Finder Fees owing.
- Expenses: Instapay Flexible shall not be liable to Finder for any Expenses incurred by Finder in connection with this agreement or in any way associated with Finder’s relationship and/or interaction with Borrower(s).
- No Authority to Bind: Finder shall have no authority to bind Instapay Flexible, or pledge the credit of Instapay Flexible, to any person or entity for any purpose whatsoever. It is agreed that Finder is not an employee or agent of Instapay Flexible, and that the execution of this agreement does not constitute a joint venture, partnership, or other type of business relationship. It is further agreed that Finder is not to participate in underwriting or any other business activities beyond the initial introduction and referral.
- Non-Exclusive & Contractor Status: Finders relationship to Instapay Flexible shall be that of an independent contractor and nothing in this agreement shall be construed to create an employer/employee‑ relationship. Finder acknowledges that sole compensation for the services described herein will be the fees described herein, and Finder agrees to not be entitled to any other compensation for services, including salary, bonuses or benefits that the Finder may provide employees. Because Finder will not be an employee of Finder, it is understood that Finder will not be entitled to any benefits under Finder retirement, group insurance or medical plans or any other employee benefits. This agreement shall be non-exclusive, and InstapayFlexible and Finder may contract with other persons, firms or corporations, consistent with the obligations of this agreement.
- Confidentiality: Finder agrees that during and at all times after the term of this agreement to maintain confidence, and not use or disclose, except to the extent required to perform consultation for InstapayFlexible, any and all proprietary or confidential information or know‑how of InstapayFlexible, whether or not in written or permanent form, including, but not limited to, any and all technical or business information relating to InstapayFlexible’s finances, customers, partners, and marketing, and production and future business plans, except to the extent any of such information is already legitimately available to the public. Finder further agrees that upon request of an officer of Instapay Flexible or upon termination of this agreement, whichever event shall first occur, to deliver toInstapay Flexible upon request all written and tangible material in Finder’ possession or control incorporating such proprietary and confidential information or know‑how or otherwise relating to Instapay Flexible’s business. It is recognized that the confidential and proprietary information covered by this paragraph is a valuable, special, and unique asset of Instapay Flexible.
- Miscellaneous: This agreement contains the entire agreement between the parties, supersedes any prior agreements, negotiations and other dealings, and may not be modified or amended except by a written instrument signed by both Instapay Flexible and Finder. This agreement may be executed in counter parts, each of which, once so executed, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.The parties consent to the use of electronic signatures.
- Disputes and Governing Law: This agreement shall be construed and enforced in accordance with the laws of the State of Texas without regard to its principles of conflicts of laws. Any dispute between Instapay Flexible and Finder arising out of or in connection with this agreement shall, to the extent permitted by law, be determined by binding arbitration before an arbitrator of the American Arbitration Association in Austin Texas. The proceeding will be governed by the rules of that Association. The losing party, regardless of forum, shall pay to the prevailing party any and all legal expenses and reasonable attorneys' fees incurred by the prevailing party in enforcing this agreement.
- Notices: Any notices required or permitted to be given under this agreement shall be in writing and shall be either personally delivered, sent via email (with email confirmation), sent by a recognized over-night delivery service or sent by United States certified mail, return receipt requested, to the address of the Party as set forth above.
IN WITNESS THEREOF, each party to this agreement has caused it to be executed on the dates indicated below.