This Business Consulting Agreement ("Agreement") between "Applicant" (herein referred to as "Client") and L.T.D. Group, Inc./One Finance Source (herein referred to as "Service Provider") shall be effective as of the date client electronically signs the agreement. Service Provider and Client may be referred to individually herein as a "Party" and collectively as the "Parties." NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties hereto covenant and agree as follows:
1.Services
(a) Client hereby engages Service Provider to assist Client with acquiring access to working capital funds in the form of unsecured credit lines/cards, loans, and funding products by providing business consulting and/or placement services to help arrange financing for Client's business or personal use (the "Services" Service Provider will perform the Services promptly and in a professional manner. (b) As part of the Services, Service Provider shall submit credit line and loan applications on Client's behalf to one or more lenders that Service Provider believes, in its sole and absolute discretion, will give Client the best chance of obtaining its funding goals. Such lenders may, from time to time, send Client written notice of its approval or rejection of such credit line applications. Client agrees to promptly forward all written notices receivedfrom such lenders to Service Provider.
2.Term and Termination
(a) The "Term" of this Agreement shall commence on the Effective Date and continue until the termination of this Agreement as provided in this Section 2.
(b) Either Party may terminate this Agreement at any time and for any reason by providing written notice to the other Party at the address specified in Section 9(b), as may be updated from time to time. If a Party terminates this Agreement as set forth in this Section 3, Client shall pay for all Services performed up to the effective date of the termination, including all fees and expenses incurred by Service Provider pursuant to this Agreement.
(c) This Agreement shall terminate automatically after all credit line(s) or loan applications submitted pursuant to this Agreement have been approved or denied by the entities to which they have been submitted, and all other material terms of this Agreement have been fulfilled, including the payment of all Fees due.
(d) Except as expressly provided in this Agreement, the termination of this Agreement shall not extinguish or diminish the rights and obligations of the Parties incurred prior to such.
3.Client Obligations
(a) Client agrees to complete and sign the financial application attached hereto as Exhibit A truthfully and to the best of their knowledge. (b) Client agrees and consents to the recording of all interviews, conversation logs, and phone conversations with Service Provider and its affiliates during the Term. (c) Client agrees not to apply for any other financing during the Term without Service
(d) Client agrees to respond to all correspondence from Service Provider during the Term in a timely manner.
(e) During the Term, Client agrees to send Service Provider a copy of all written notices received from the lenders described above in Section 1(b) within 48 hours of receipt by emailing a copy of such written notices to info@onefinancesource.com
4. Client Authorization
(a) During the Term, Client authorizes Service Provider, including its employees, contractors, lenders, affiliates, or assigns, to access Client's credit report, represent Client in the credit line or loan application process, and submit credit line and/or loan applications on the Client's behalf.
(b) If Client fails to fulfill its obligations set forth in the "Payment Section", Client hereby authorizes Service Provider and its affiliates and assigns, to perform a credit inquiry of Client to determine the number of credit line and/or loan applications that were approved and not reported during the Term. Any approved credit lines and/or loans that are found on Client's credit report for which an application was submitted pursuant to this Agreement will result in a Fee being charged to Client in accordance with Section 2.
5. CLIENT REPRESENTATIONS AND WARRANTIES
(a) Client certifies that all information that Client provided in this Agreement and the attached Exhibits is true and accurate to the best of Client's knowledge, including, without limitation, Client's wages, salary, bonuses, social security income, rental income, business income, asset income, household income, stocks, bonds, retirement, annuities, and other
(b) Client represents and warrants that all personal loans obtained pursuant to this Agreement will be obtained for the primary purpose of Client's debt consolidation or home improvement.
(c) Client understands that, as of the Effective Date, Service Provider has not submitted any applications for Approvals, and Client has not been approved for any credit lines.
(d) Client understands that any financing obtained pursuant to this Agreement may be in Client's personal name, business name, or both.
(e) Client understands that Service Provider does not provide any financing, and the terms of any financing secured pursuant to this Agreement (including loan amounts and rates) will be determined by the lender, not Service Provider. Client also understands that the terms of any financing will be based on the Client's personal or business credit.
(f) Client understands that Service Provider does not guarantee Client will receive any Approvals or minimum financing. Client also understands that the Services contemplated by this Agreement will be rendered on a "best effort" basis.
(g) Client understands that the financing secured pursuant to this Agreement may come in a variety of forms, including, but not limited to, loans, lines of credit, cash advance credit lines, personal or business credit cards, franchise financing, or other financing. Client also understands that Service Provider does not guarantee Client will receive financing in any particular form.
(h) Client understands that certain unsecured credit lines may come in the form of multiple business or personal credit cards. Client also understands that certain credit lines may have promotional terms and interest rates that will expire at a later date. (i) Client understands that, as part of the financing process contemplated by this Agreement, Client may be required to communicate directly with one or more lenders and
(j) Client understands that the completion of the Services may require multiple credit line and/or loan applications, and each application may result in an inquiry to Client's personal credit. Certain loan offers may be pre-approved with soft inquiries only however.
(k) Client understands that Client will be the personal guarantor for any financing obtained pursuant to this Agreement.
(l) Client understands that Service Provider is not an agent or affiliate of any bank or lender, and Service Provider is not responsible for any acts or omissions of any bank or lender.
(m) Client understands that the Services offered and provided by Service Provider do not constitute any professional advice to which license or certification is required. Service Provider recommends that Client seek independent professional assistance and advice from appropriate professionals, including attorneys, before entering into this Agreement or any prospective agreement with any lender.
(n) If Client is a company, corporation, or some other non-natural person, the signee for Client represents and warrants that he or she has legal authority to enter into this Agreement on Client's behalf, and Client represents and warrants that it has the necessary authority or approval to enter into this Agreement.
6.Confidential Information
(a) "Confidential Information" means all nonpublic information (whether in paper or electronic form, or contained in Client's memory, or otherwise stored or recorded) relating to or arising from Service Provider' business, including, without limitation, trade secrets, and/or proprietary information used, developed, or acquired by Service Provider in connection with its business. Without limiting the generality of the foregoing, "Confidential Information" shall specifically include: the names and telephone numbers of investors, borrowers, lenders, agents, brokers, banks, lending corporations, individuals or trusts, or buyers and sellers.
(b) Except in connection with and in furtherance of the Services, Client shall not, without Service Provider' prior written consent, at any time, directly or indirectly: (i) use any Confidential Information for any purpose; (ii) disclose or otherwise communicate any Confidential Information to any person or entity; or (iii) accept or participate in any employment, consulting engagement, or other business opportunity that inevitably will result in the disclosure or use of any Confidential Information.
(c) Client acknowledges that during Client's engagement with Service Provider, Client will have access to Confidential Information, all of which shall be made accessible to Client only in strict confidence; that unauthorized disclosure of Confidential Information will damage Service Provider' business; that Confidential Information would be susceptible to immediate competitive application by a competitor of Service Provider; that Service Provider' business is substantially dependent on access to and the continuing secrecy of Confidential Information; that Confidential Information is novel, unique to Service Provider, and known only to Client, Service Provider, and certain key employees, contractors, and clients of Service Provider; that Service Provider shall at all times retain ownership and control of all Confidential Information; and that the restrictions contained in this Agreement are reasonable and necessary for the protection of Service Provider' legitimate business interests.
7. NON-SOLICITATION, NON-CIRCUMVENTION, AND NON-INTERFERENCE
(a) Client agrees that during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement, Client shall not knowingly initiate contact with any third party that originated from Confidential Information nor any party introduced to Client that is directly or indirectly related to the Confidential Information, without Service Provider' prior written consent. Client further agrees that it will not, at any time during the term of this Agreement and for twelve (12) months following the termination of this Agreement, solicit, employ, or endeavor to employ any of Service Provider' employees who are employees (or employees of any affiliate of Service Provider) as of the Effective Date or during the Term. For the purposes of this Agreement, the term "affiliate" shall mean and refer to any corporation or other entity controlling, controlled by, or under common control with Service Provider. Unless Client is otherwise directed by Service Provider in writing, any correspondence, inquiries, offers, and/or negotiations relating to the Services will be conducted solely and exclusively through Service Provider. Client agrees that it shall not interfere with any business of Service Provider nor the business of any party disclosed in the Confidential Information through the use of any Confidential Information nor shall Client use any such Confidential Information for its own benefit beyond determining whether to engage in the Services directly related to this Agreement.
8.Indemnification
(a) Client agrees to defend, protect, indemnify, and hold Service Provider, its affiliates, officers, managers, directors, employees, contractors, and subcontractors, harmless against any and all claims, demands, causes of action, and judgments of every kind and character, including regulatory agency costs, court costs, and attorneys' fees, arising, occurring, growing out of, incident to, or resulting directly or indirectly from any misrepresentation made by Client in this Agreement or in connection with the Services, regardless of whether such misrepresentation was intentional or unintentional. Client also agrees to defend, protect, indemnify, and hold Service Provider, its affiliates, officers, managers, directors, employees, contractors, and subcontractors, harmless against any and all claims, demands, causes of action, and judgments of every kind and character asserted by any third party that arise out of or in connection with the Services or any breach by Client of any provision of this Agreement. The indemnities set forth in this Section are subject to the restrictions or limitations imposed by law, but only to the extent of such restrictions or limitations.
9.Miscellaneous
(a) Assignments and Subcontracts. In its sole and absolute discretion, Service Provider may assign or subcontract the Services, any part thereof, or any other work covered by this Agreement. Any subcontractor that is permitted to perform any part of the Services shall be bound by all of the requirements and other restrictive terms and covenants of this Agreement that bind Service Provider. Client shall not assign this Agreement, or any part thereof, without the express written consent of Service Provider.
(b) Notices. All notices or other communications required or permitted to be given by this Agreement shall be given in writing and delivered personally, by private courier, express mail return receipt requested, or transmitted by facsimile or electronic mail (with written confirmation of transmission, and with subsequent delivery by post or courier within three (3) calendar days, unless required sooner in accordance with this Agreement A notice shall be deemed to have been given on the date it is personally delivered, delivered by electronic mail or transmitted by facsimile or, if delivered by private courier, on the date of receipt. The contact information of each of the Parties is set forth below, which may be changed by notice given in the manner provided in this Section 9(b): If to Service Provider:L.T.D. Group, Inc. Attn: Ryan Patient - 10235 W Sample Rd Suite 201 Coral Springs, FL 33065 - info@onefinancesource.com
(c) Survival. Client's obligations under Sections 7, 8, and 9 of this Agreement shall survive the termination of this Agreement and shall thereafter be enforceable whether or not such termination is claimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed or claimed to be owed to Client by Service Provider or any Service Provider employee, agent, or contractor.
(d) Remedies. Client acknowledges that if Client breaches any obligation under Sections 6, 7 or 8 of this Agreement, Service Provider will suffer immediate and irreparable harm and damage for which money alone cannot fully compensate it. Client therefore agrees that upon such breach or threatened breach of any such obligation, Service Provider shall be entitled to a temporary restraining order, preliminary injunction, permanent injunction, or other injunctive relief, without posting any bond or other security, compelling Client to comply with any or all such provisions. This Section shall not be construed as an election of any remedy, or as a waiver of any right available to Service Provider under this Agreement or the law, including the right to seek damages from Client for a breach of any provision of this Agreement, nor shall this Section be construed to limit the rights or remedies available under applicable law for any violation of any provision of this Agreement.
(e) Attorneys' Fees. In any action relating to or arising from this Agreement, the substantially prevailing Party shall be entitled to recover from the other Party or Parties all costs and expenses, including reasonable attorneys' fees, incurred by the substantially prevailing Party or Parties in connection with such arbitration, mediation, or other legal proceeding.
(f) Disputes. In the event of any controversy or claim arising out of or relating to this Agreement, or any breach thereof, the Parties hereto shall first attempt to settle the dispute by mediation. If settlement is not reached within sixty (60) days after service of a written demand for mediation, any unresolved controversy or claim may be settled in a court of competent jurisdiction. The location of such court shall be in the state of law shall apply, irrespective of the choice of law rules of any jurisdiction. To the fullest extent permitted by law, each Party waives the right to trial by jury with respect to any issue or dispute arising under or with respect to this Agreement.
(g) Severability. In the event that any provision of this Agreement is held to be invalid, illegal, prohibited, or unenforceable by any court or other authority of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition, illegality, or invalidity, without invalidating or affecting in any manner the remainder of such provision or the remaining provisions of this Agreement.
(h) Entire Agreement. This Agreement constitutes the entire agreement of the Parties and a complete merger of other prior negotiations and agreements, and shall not be modified by word or deed, except in a writing signed by Client and Service Provider' authorized representative.
(i) Incorporation of Exhibits. All Exhibits mentioned and attached to this Agreement are incorporated in this Agreement by this reference.
(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which when affixed together shall constitute but one and the same instrument. Signatures exchanged by facsimile or email shall be deemed original signatures for all purposes
(k) Headings. Headings in this Agreement are for convenience only and shall not control the meaning of this Agreement. Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular shall include the plural and the plural shall include the singular. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.