Broker–Funding Partner

BROKER–FUNDING PARTNER AGREEMENT

This Broker–Funding Partner Agreement (“Agreement”) is made as of [Effective Date], by and between Accrue Factoring, Inc. (“Broker”) and [Funding Partner Name] (“Funding Partner”).

1. Parties

This Broker–Funding Partner Agreement (“Agreement”) is made and entered into by and between:

Accrue Factoring, Inc., a freight factoring brokerage company, with its principal place of business at 244 5^th Avenue, Suite R252, New York, New York 10001 (“Broker”),
and
[Funding Partner Name], a financial institution or factoring company, with its principal place of business at [Address] (“Funding Partner”).

Each is individually referred to as a “Party” and collectively as the “Parties.”

2. Purpose

The purpose of this Agreement is to establish a cooperative business relationship between the Broker and the Funding Partner whereby the Broker will refer qualified freight factoring clients to the Funding Partner for potential funding, and the Funding Partner will compensate the Broker for successful referrals under the terms set forth herein.

3. Definitions

• Client: Any freight carrier, logistics company, or owner-operator referred by the broker to the funding partner for factoring services.
• Factoring Services: The purchase of accounts receivable (freight bills) by the Funding Partner from a client for an immediate cash advance.
• Commission: Compensation paid to the broker by the funding partner, based on a percentage of revenue earned from referred clients.

4. Obligations of Accrue Factoring, Inc. (Broker)

Accrue Factoring, Inc. shall:

1. Source and Refer Qualified Clients
   • Identify, screen, and refer prospective clients who meet the funding partner’s underwriting and credit criteria.
   • Provide accurate and complete application documentation (MC authority, W-9, insurance, and invoice samples).
2. Transparency and Disclosure
   • Fully disclose to clients that Accrue Factoring, Inc. operates as a broker and does not itself provide funding.
   • Refrain from any misrepresentation regarding funding partner terms, rates, or approvals.
3. Compliance
   • Maintain all licenses, registrations, and legal authority necessary to operate as a freight factoring broker.
   • Comply with applicable federal and state laws, including those concerning privacy, anti-fraud, and fair trade.
4. Confidentiality
   • Protect all proprietary and confidential information received from the funding partner.
   • Use such information only for the purpose of performing duties under this Agreement.
5. Reporting and Coordination
   • Provide periodic reports or updates regarding referral activity when requested by the funding partner.
   • Promptly notify the Funding Partner of any issues, disputes, or concerns involving referred clients.
6. Marketing and Representation
   • Use only approved marketing materials provided or approved by the Funding Partner.
   • Represent the funding partner’s services professionally and ethically at all times.
7. Non-Exclusivity
   • This Agreement is non-exclusive. The broker may engage with other funders, and the funding partner may accept referrals from other brokers.

5. Obligations of the Funding Partner

The Funding Partner agrees to:

1. Prompt Review of Referrals
   • Evaluate referred clients in good faith and communicate funding decisions or requests for information promptly.
2. Client Funding
   • Provide factoring services directly to the client under a written factoring agreement. The Funding Partner bears sole responsibility for all funding decisions.
3. Payment of Commission
   • Compensate the broker in accordance with Exhibit A (Commission Structure) below.
   • Provide detailed reporting of each funded client and payment status upon request.
4. Confidentiality and Non-Disclosure
   • Maintain strict confidentiality of all broker-supplied information.
   • Use referral data only for evaluating or funding referred clients.
5. Support and Program Updates
   • Supply updated rate sheets, terms, and promotional information as necessary to ensure accurate client representation.

6. Mutual Terms

1. Independent Contractor Relationship
   • The parties are independent contractors. Nothing in this Agreement creates a joint venture, partnership, or employment relationship.
2. Non-Circumvention
   • The Funding Partner shall not circumvent the Broker to deal directly with a referred Client without paying the applicable commission for a period of 24 months from the date of referral.
3. Non-Solicitation
   • Neither party shall solicit or attempt to hire the other party’s employees, contractors, or referred clients for a period of 24 months following the termination of this agreement.
4. Indemnification
   • Each party agrees to indemnify, defend, and hold harmless the other party from losses, damages, and liabilities arising from its own negligence or breach of this agreement.
5. Term and Termination
   • This Agreement remains in effect for one (1) year from the Effective Date and automatically renews annually unless terminated by either Party with thirty (30) days’ written notice.
6. Governing Law
   • This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to conflict-of-law principles.

7. Entire Agreement and Amendments

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements. Any amendments must be made in writing and signed by both parties.

Exhibit A – Commission Structure

Commission Rate

The Funding Partner shall pay Accrue Factoring, Inc. a commission equal to ten percent (10%) of the gross revenue the Funding Partner earns from each funded client referred to by the broker.

Commission Basis

1. Commissions apply to factoring fees and service charges collected by the Funding Partner.
2. Commission is payable for the first 12 months of each referred client’s active factoring relationship.
3. Renewal or extended commissions beyond 12 months may be negotiated separately in writing.

Payment Terms

1. Commissions shall be calculated monthly and paid within 10 business days following the end of each calendar month.
2. The Funding Partner shall include an itemized report showing:
   • Client Name
   • Invoice Volume Funded
   • Fees Collected
   • Commission Calculation
   • Payment Date

Non-Payment Conditions

No commission shall be due for:

• Clients who were already under contract with the Funding Partner before referral;
• Referrals that result in no funding, or
• Clients terminated for fraud or material breach.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.