MERCHANT TREND FUNDING SALES PARTNER GENERAL AGREEMENT
This Sales Partner General Agreement (hereinafter referred to as “Agreement”) is made and entered into this [Current Date], by and between Merchant Trend Funding and/or its affiliates and assigns (hereinafter referred to as “MTF”), located at 580 5TH AVE NEW YORK NY 10036 and [Sales Partner Company] (hereinafter referred to as “Sales Partner”) located at: [Sales Partner Address].
WHEREAS MTF offers cash advance funding programs (“Programs”) and other Financial Services partnered products where commercial businesses (“Merchants”) are offered the opportunity to sell in the present their future receivables at a discount to MTF via an MTF Merchant Cash Advance Agreement; and other Business Investment opportunities; and
WHEREAS, Sales Partner wishes to market MTF’ Products and Programs to Merchants subject to the terms and conditions outlined herein,
THEREFORE MTF AND SALES PARTNER AGREE TO TERMS:
In consideration of the premises and of the natural covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. INDEPENDENT CONTRACTOR STATUS. Nothing in this Agreement or in the performance thereof shall be construed to create any partnership, joint venture, or relationship of principal, agent of employer and/or employee between MTF and Sales Partner or any of their affiliates or subsidiaries. Sales Partner shall remain an independent contractor as defined by law and the IRS. Furthermore, Sales Partner acknowledges that they shall be solely responsible for the purchase and maintenance of employment and/or workers compensation insurance coverage related to their employees and that MTF shall have no responsibility for any such coverage.
2. SALES OFFICE. Sales Partner shall be responsible for establishing their own sales office, independent of MTF’s offices, for the purpose of marketing MTF merchant funding products and other programs at their sole expense.
3. OPERATION EXPENSES. Sales Partner shall be responsible for all expenses, without limitation, in conjunction with the operation of its office and its business including the computation and payment of all sales commissions earned by its sub-agents and/or sales representatives, if any, as a result of their sales. Sales Partner specifically acknowledges that MTF shall not be liable in any manner for any payments due from Sales Partner to any person for any reason. Further, Sales Partner shall be responsible for managing the activities of any such agents or sales representatives and for any action by any such agents or representatives taken in conjunction with the sale of MTFs programs.
4. ACCOUNTING. MTF shall be responsible for the accounting of all Merchant Cash Advance Agreements procured by Sales Partner and related commission payments, as well as production of IRS Form 1099 in the name and tax number of Sales Partner. Sales Partner shall be responsible for the accounting and production of IRS Form 1099 at year-end for all commissions paid directly by Sales Partner to its sales associates, if any, throughout the year. All earnings paid directly by MTF to Sales Partner shall be paid on a 1099 basis and MTF will issue IRS Form 1099 for these earnings. All compensation must be paid directly to Sales Partner. MTF will not pay Sales Partner through a third party.
5. NON-EXCLUSIVITY. The relationship created by this Agreement is non-exclusive. Under no circumstances shall this Agreement limit the right of Sales Partner to solicit Merchants to offer Programs, products or services of third parties, or solicit entities other than Merchants to offer them credit card or debit card processing services or other products and services of third parties.
6. MERCHANT CASH ADVANCE AGREEMENT. MTF shall supply the form of Merchant Cash Advance Agreement or Financial Services agreement that Sales Partner will present to potential Merchants. A Merchant Cash Advance Agreement shall be defined as the single document governing the terms and conditions of the purchase of a referred Merchant’s future receivables. Sales Partners are compensated according to the designated compensation level as indicated in Sales Partner Commission Schedule “A” (Schedule A) for the funded Merchant Cash Advance Agreement.
Sales Partner Initials: [Confirmed upon Submission]
7. APPROVAL AND OR TERMINATION OF MERCHANT. MTF shall have the absolute right to accept or decline any merchant presented for approval. In addition, MTF and have the right to terminate the agreement with any Merchant if Merchant breaches any provision of the Bankcard Agreement or the MTF Merchant Cash Advance Agreement.
8. OWNERSHIP OF RELATIONSHIP. Sales Partner is referring Merchants to MTF for consideration and agrees that MTF retains absolute ownership of the relationship with referred Merchants in all things related to Merchant Cash Advance Agreements and any Financial Services Products. Sales Partner will not interfere nor impede MTF in securing new or renewal Merchant Cash Advance Agreements or any financial services products from any Merchant.
9. CLOSING PERIOD. It is agreed that multiple ISO's may be working on the same merchant application and whoever gets back the signed contracts first, will be entitled to earn the commissions if the deal funds. MTF is not responsible to inform all parties involved of the competition.
10. MARKETING AREAS. All MTF marketing areas are non-exclusive and open.
11. NEW PRODUCT MARKETING. MTF retains the right to market existing, add-on or any newly developed products to Sales Partner referred merchants with compensation as described under separate agreement(s).
Sales Partner Initials: [Confirmed upon Submission]
12. TERM OF AGREEMENT. This Agreement will be effective as of the date and year first above written and will continue indefinitely thereafter unless terminated by either party upon written notice, with or without cause. Either party may terminate this Agreement without cause upon 30 days prior written notice to the other party at the address stated herein except for cause, in which case termination shall be effective upon receipt of such notice. If MTF terminates this Agreement without cause, Sales Partner will receive all commissions or residuals as noted in Schedule A or any amendments thereto. As MTF Merchant Cash Advance Agreements have various terms, at the end of such terms, MTF may seek renewals of these agreements or seek alternative relationships to engage merchants with subsequent Merchant Cash Advance Agreements. As such, Sales Partner shall continue to be paid renewal commissions in respect of all their referred Merchants.
13. MERCHANT TREND FUNDING'S OBLIGATION TO PAY COMMISSIONS: With respect to a merchant that (i) is first submitted to MTF by Sales Partner, (ii) is approved for an MCA or other Financial Services products and accepts all the terms and conditions or the agreement (iii) has such product successfully closed and funded consistent with the contract (iv) has had all material information and documentation required in connection with the Merchant Cash Advance/financial services product collected by Sales Partner, Merchant Trend Funding shall compensate Sales Partner as set forth in the Schedule A. For any renewal to a qualifying merchant submitted by and attributable to Sales Partner consistent with the terms hereof solely during the time period that the underlying product is 5 days from the date that such Merchant is paid off ("The Renewal Period") the calculation or any payment to be made to Sales Manager with respect to such renewal funding shall take into account a merchant funding product for such renewal and in each case, it is being understood that Sales Partner must have submitted a Merchant Cash Advance/ Financial Services application (referral) within the previous thirty (30) days and have successfully closed and funded a Merchant Cash Advance/Financial Services product within the previous ninety (90) days. Failure to submit a referral in 30 days and failure to close and fund a Merchant agreement within (90) days shall place Sales Partner as inactive. Sales Partner agrees that once placed as inactive by MTF, Sales Partner loses the right to any compensation of renewals or any previously submitted applications/referrals.
14. CAUSE FOR TERMINATION. This Agreement may be terminated additionally and immediately by MTF for cause. Termination for cause reasons include, but are not limited to, material breach by Sales Partner of terms of this Agreement that remains uncured for thirty (30) days following notice thereof to Sales Partner, misfeasance, malfeasance, tortuous interference of an active Merchant Cash Advance Agreement between MTF and Merchant, or breach of the Mutual Non-Disclosure Agreement below. In all the aforementioned cases, all merchant relationships shall remain with MTF for the term of MTF’ Merchant Cash Advance Agreement. If MTF terminates this agreement for fraud or intentional wrongdoing by Sales Partner; Sales Partner shall forfeit all rights it has to receive all future commissions or residuals from merchant accounts and shall be liable to MTF for any losses, expenses or other damages MTF may have suffered as a result of Sales Partners actions. In the event MTF is forced to engage legal counsel or commence litigation to protect its rights the Sales Partner will be responsible for all legal and litigation costs.
15. ASSIGNABILITY. With the written permission of MTF, Sales Partner may from time to time delegate duties under Agreement to subsidiaries, provided however, that Sales Partner shall remain liable to MTF for any such duties and obligations. In the event that Sales Partner seeks to sell or transfer their business, MTF reserves the right to approve the buyer, with assignment of the Agreement not to be unreasonably withheld or delayed. MTF may subcontract, sub-license, assign, license, franchise or transfer to any third party any right, duty or obligation MTF has in connection with this Agreement without the consent or prior approval of Sales Partner.
16. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, the invalidity of such covenants, agreements or provisions shall in no way affect the validity or effectiveness of the remainder of this Agreement, and this Agreement shall continue in force to the fullest extent permitted by law.
17. SURVIVAL. The obligations of all parties hereto incurred prior to the effective date of termination of this Agreement, including in particular the Mutual Non-disclosure Agreement, included herein, shall survive termination of this Agreement.
18. NOTICES AND RETURN OF AGENT COMPENSATION. Except as otherwise provided in this Agreement, written notices required under the terms of this Agreement shall be mailed by certified mail, facsimile, email or other electronic communication, including text message, to the respective parties at the addresses mentioned herein.
A) RETURN OF AGENT COMPENSATION: If within 30 business days after MTF funds a Merchant Program, the merchant referred by Agent defaults or materially falls below expected performance (NSF, merchant blocks account, merchant changes bank accounts), the Agent shall immediately return to MTF the Compensation paid to Agent with respect to that merchant. The Agent authorizes MTF to debit any amount of Compensation owed to MTF from Agent’s bank account via ACH without prior notice.
B) BONUSES AND EXTRA COMMISSIONS: Merchant Trend Funding has an exciting bonus structure. Every month we have a different incentive bonus on top of the commissions. The details will be emailed to all Sales Partners. For additional information regarding bonuses, please email: info@merchanttrendfunding.com.
C) AMENDMENT NOTIFICATIONS: MTF Reserves the right to make adjustments or changes to any published products, products offered, factor rates and theoretical turns and commissions with or without written notification to Sales Partner. Unless otherwise specifically provided for herein, this Agreement may not be amended or modified in any other respect except in writing and duly executed by both parties.
Sales Partner Initials: [Confirmed upon Submission]
NOTIFICATION OF ADDRESS CHANGE. Sales Partner will notify MTF promptly if Sales Partner moves or otherwise has a change of address.
- If to MTF: Merchant Trend Funding, 580 5th Ave New York NY 10036
- If to SALES PARTNER: [Address Provided in Application Form]
19. WAIVERS. No failure or delay by either party in exercising any of its rights hereunder shall operate as a waiver thereof or prevent either party from demanding strict compliance thereof. Waiver of a breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or different provision.
20. LEGAL ACTION. The parties agree that any breach of the Mutual Non-disclosure Agreement, incorporated below would subject either party to irreparable harm for which money damages would not be a sufficient remedy. Accordingly, the parties agree that the injured party shall be entitled to injunctive or other equitable relief in addition to any other remedies that may be available to it at law or under the terms of this Agreement. Should either party institute legal action, whether at law or in equity, arbitration or mediation, to enforce any provision hereunder, the prevailing party shall be entitled to receive from the other party all costs and reasonable attorney’s fees, including, but not limited to fees for trial and appeals or other legal proceedings. The parties consent to the jurisdiction of the New York Courts. This Agreement shall be interpreted according to the courts of the State of New York.
21. SECTION HEADINGS. The section headings contained in this Agreement are for convenient reference only and shall not in any way affect the meaning or interpretation of this Agreement.
22. MUTUAL INDEMNIFICATION. Sales Partner and MTF shall indemnify and hold each other harmless from any and all claims, damages and liabilities, including attorney’s fees and cost of defense, arising from the services performed by either party or either party’s negligent or fraudulent acts or failure to act in performing this Agreement.
- Under no circumstances shall Sales Partner be liable for any fraud or other losses to MTF or any of its funding institutions under any MTF Merchant Cash Advance Agreement or on account of any Merchant.
- Neither party shall be liable to the other or any third party for any liquidated, indirect, consequential, special, speculative, lost profits, exemplary or incidental damages arising out of this Agreement.
23. MUTUAL NON DISCLOSURE AGREEMENT.
a) Definition of Confidential Information. "Confidential Information" means any information or compilation of information not generally known which relates to the disclosing party’s existing or reasonably foreseeable business, including but not limited to technical data, trade secrets, business plans, and existing and potential customer lists.
b) Non-disclosure of Confidential Information. MTF and Sales Partner each agree not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, a Merchant Cash Advance Agreement Transaction.
c) Return of Materials. Any materials or documents that have been furnished by one party to the other in connection with the Transaction shall be promptly returned by the receiving party within ten (10) days after rejection or conclusion.
d) No Rights Granted. Nothing in this Mutual Non-disclosure Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of either party.
e) Successors and Assigns. The terms and conditions of this Mutual Non-disclosure Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.
f) Remedies; Indemnification. MTF and Sales Partner each agree that their obligations set forth in this Mutual Non-Disclosure Agreement are necessary and reasonable. Any violation shall cause irreparable injury to the disclosing party.
Sales Partner Initials: [Confirmed upon Submission]
24. COMMISSION SCHEDULE A.
Subject to the terms of the Sales Partner General Agreement, which is incorporated herein, Merchant Trend Funding (“MTF”) and the Sales Partner agree that Sales Partner’s compensation for referral of Merchants for new Merchant Cash Advance Agreements and Renewal Merchant Cash Advance Agreements procured by the Sales Partner and funded by MTF shall be as follows:
Merchant Trend Funding Prime Tier Structure. All Commissions are on the funded amount.
| Rate |
Commission Percentage |
| 1.25 | 1.00% |
| 1.26 | 1.25% |
| 1.27 | 1.50% |
| 1.28 | 1.75% |
| 1.29 | 2.00% |
| 1.30 | 2.25% |
| 1.31 | 2.50% |
| 1.32 | 3.00% |
| 1.33 | 3.50% |
| 1.34 | 4.00% |
| 1.35 | 5.00% |
| 1.36 | 5.50% |
| 1.37 | 6.00% |
| 1.38 | 6.50% |
| 1.39 | 7.00% |
| 1.40 | 8.00% |
| 1.41 | 8.25% |
| 1.42 | 8.50% |
| 1.43 | 9.00% |
| 1.44 | 9.50% |
| 1.45 | 10.00% |
| 1.49 | 12.00% |
* Marketplace and High Risk Commissions are subject to change. Please fill out and attach a W-9 with this agreement.
25. MERCHANT TREND FUNDING'S PROGRAMS:
1) Direct Fund Program: Merchant Trend Funding provides Merchant Cash Advances direct to merchants throughout the United States. All approvals and funds will be in-house and direct. Sales Partner must fund at least 5% of referrals to remain active.
2) Marketplace Funding Program: Merchant Trend Funding will use either in-house sources of capital or at its discretion, use other sources of capital out-house (3rd party) to provide funding to merchants.
SIGNATURES & EXECUTION
By applying, the Sales Partner agrees that their Digital Signature below constitutes full execution of this Agreement.
|
MERCHANT TREND FUNDING
By: Authorized Representative
Title: Director of ISO Relations
Date: [Current Date]
|
SALES PARTNER
Company: [Sales Partner Company Name]
By: [Digital Signature Below]
Title: [Applicant Title]
Date: [Current Date]
|
