Looking for an agreement? Search from over 1 million agreements now.

CASH FLOW MANAGER MERCHANT SERVICE AGREE.

This is an actual contract by Towne Services.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
CASHFLOW MANAGER LOGO)



MERCHANT SERVICES AGREEMENT - -----------------------------------------------------------------------------------------------------------------------------------

OFFICER'S | INITIAL | INITIAL | LINE OF | FUNDING / | LINE OF CREDIT | CUSTOMER | LOAN

INITIALS | DISCOUNT RATE | RESERVE % | CREDIT LIMIT | AGREEMENT DATE | MATURITY DATE | NUMBER | NUMBER

- -----------------------------------------------------------------------------------------------------------------------------------

| | | | | | |

LO[1] | RATE1[2] | RES%[3] | PRINC[4] | DOCDATE[5] | EXPDATE[6] | CNO[7] | LNO[8]

===================================================================================================================================

REFERENCES IN THE AREAS ABOVE ARE FOR BANK'S USE ONLY

"You" or "Your" means the Merchant named below. "We", "Us" or "Our" means the Bank named below, its successors and assigns.



MERCHANT: MERCHANTNAME[9] BANK: BANKNAME[14]

MADDRESS1[10] BADDRESS1[15]

MADDRESS2[11] BADDRESS2[16]



Tax ID or SSNumber: TIN[12] Tel. Number: TELNO[13]

- ----------------------------------------------------------------------------------------------------------------------------------



THIS AGREEMENT is between the Bank and the Merchant identified above. We and you agree to the following terms and conditions with respect to your participation in our CASHFLOW MANAGER(SM) Program (the "Program"):



SECTION 1. DEFINITIONS



1.1 ACCOUNT. The term "Account" means one of your Customer's credit

accounts with you, any part of which is assigned by you to us in

conjunction with the Program.



1.2 ACCOUNT STATEMENT. The term "Account Statement" means the statement of

Account activity billed to your Customer by us on a monthly basis.



1.3 CREDIT AGREEMENT. The term "Credit Agreement" means any written

installment, charge or other written form of Credit Agreement between

you and a Customer.



1.4 CREDIT MEMO. The term "Credit Memo" means the form reflecting a credit,

other than a credit arising from a payment, to a Customer's Account.



1.5 CUSTOMER. The term "Customer" means a debtor obligated to you on

Receivables that arise from goods which you sold or services you have

rendered to a customer, client or patient.



1.6 DISCOUNT FEE. The term "Discount Fee" means the fixed percentage charge

that you agree to pay us from the Receivables purchased by us pursuant

to this Agreement. The Discount fee will be deducted from the Face

Amount of the Receivables purchased. Subject to the limitations set

forth in Section 6.2 of this Agreement, we may amend the Discount Fee

from time to time upon written notice to you based upon considerations

of transaction volume, delinquency, current economic conditions, and

other factors described herein. Initially, and except as otherwise

provided the Discount Fee will be equal to the following % of the

Receivables purchased by us:



DISCOUNT FEE: DISCOUNTFEE%[17] BANK INITIALS _____ MERCHANT INITIALS __________.



1.7 FACE AMOUNT. The term "Face Amount" means the cash price for the goods

you sold and/or services you rendered to a Customer, less any

downpayment paid by a Customer, plus any taxes imposed on such sales



1.8 INVOICE. The term "Invoice" means the form reflecting the sale of goods

or services to a Customer.



1.9 LINE OF CREDIT. The term "Line of Credit" means any funded or unfunded

Line of Credit agreement and/or promissory note(s) established by us

pursuant to this Agreement to secure your obligation to repurchase

Receivables as set forth in Section 6 of this Agreement.



1.10 NET AMOUNT. The term "Net Amount" means the gross amount of a

Receivable, less the Discount Fee and other discounts, returns, credits

or allowances of any nature at any time issued, owing, granted or



1.11 OBLIGATIONS. The term "Obligations" means all of your obligations to

us, whether pursuant to this Agreement, or under any Line of Credit

agreement, note, contract, guaranty, accommodation or otherwise,

however and whenever created, arising or evidenced, whether direct or

indirect, liquidated or contingent, now existing or arising hereafter.



1.12 OPERATING ACCOUNT. The term "Operating Account" means the depository

account(s) maintained by you with us.



1.13 RECEIVABLES. The term "Receivables" means all accounts, instruments,

contract rights, chattel paper, documents and general intangibles that

are acceptable to us and arise from your sale of goods or services, and

the proceeds thereof, and all security and guaranties therefor, whether

now existing or arising hereafter.



Page 1 of 6 Pages 1.14 RELATED AGREEMENTS. The term "Related Agreements" mean any other

agreement(s) we have with you which relate to the Program. Initially,

these Related Agreements include those set forth in the following

documents or instruments:



DOC1[18]

DOC2[19]

DOC3[20]

DOC4[21]

DOC5[22]

DOC6[23]



BANK INITIALS ____ MERCHANT INITIALS _____.



1.15 RESERVE ACCOUNT. The term "Reserve Account" means the restricted,

interest or non-interest bearing, deposit account established pursuant

to Section 3 as a reserve against delinquent accounts.



SECTION 2. TERM OF AGREEMENT AND TERMINATION



2.1 EFFECTIVE DATE. This Agreement will become effective when it is

executed and will continue in full force thereafter until it is

terminated in accordance with this Agreement.



2.2 TERMINATION. This Agreement may be terminated by you or us upon the

giving of sixty (60) days prior written notice to the other party of

such termination.



2.3 TERMINATION IN THE EVENT OF DEFAULT IN OBLIGATIONS. We may terminate

this Agreement immediately upon written notice to you in the event you

are in default of any of your Obligations. In the event of such

termination, all further services, obligations or agreements to be

performed by us pursuant to this Agreement, or under any Related

Agreements, at our option will terminate immediately.



2.4 WINDING UP. Upon termination of this Agreement for any reason, any and

all outstanding charges shall be immediately due and payable, and all

Receivables then held by us may, at our sole option, be reassigned to

you in accordance with Section 6, or held by us until all amounts due

to us pursuant to those Receivables have been fully paid.



SECTION 3. PURCHASE AND SALE OF RECEIVABLES; RESERVE ACCOUNT



3.1 ASSIGNMENT AND SALE. We agree to purchase, and you agree to assign and

sell, and hereby assign and sell, to us as absolute owner, with

recourse as provided herein, your entire interest in such of your

presently outstanding Receivables as we determine acceptable, as well

as all of your future Receivables which are in our sole discretion

acceptable to us and that are reflected by the Invoices you deliver to

us. The assignment of Receivables to us shall automatically become

effective on the date the Receivables are funded by us by credit to

your Operating Account.



The assignment of an Account to us shall include all rights related to

the Account or securing payment of the Account, including all vendor's

privileges, security interests and guaranties and all collateral

therefor. We shall be the absolute owner of all payments and

collections received by us in connection with any Account purchased by

us. We may give notice to any Customer you have assigned that

Customer's Accounts to us, that we have a continuing security interest

in your Receivables, and that any modification, accommodation,

forbearance or release shall not be effective unless we approve it. In

the event that the balance of the Accounts purchased by us exceeds any

lending or purchase limit that we have established pursuant to the Line

of Credit, or which may apply under state or federal laws or

regulations, you agree that you will repurchase a sufficient balance of

Accounts so as to reduce the balance of Accounts purchased by us to an

amount equal to or less than such limit. The establishment of a lending

or purchase limit shall not be deemed to be a commitment by us to

purchase Receivables in that amount or any other amount, and any

purchase by us of Receivables shall be in our sole and absolute

discretion. You acknowledge and agree by executing this Agreement that

we have not entered into any separate agreement or understanding

concerning any commitment by us to purchase any of your Receivables.



3.2 PURCHASE PRICE. The purchase price of the Receivables will be the Net

Amount thereof, which shall be payable by credit to your Operating

Account on or before the next banking day after delivery to us of

acceptable Invoices.



3.3 RESERVE ACCOUNT. CREATION, GRANT OF SECURITY INTEREST, ASSIGNMENT. We

may retain a portion of the sums payable to you, the amount of which we

may adjust from time to time in our reasonable discretion, as a reserve

to provide for the delinquency of the Receivables we purchase. Amounts

retained by us pursuant to this provision shall be credited to your

Reserve Account. No amounts may be drawn or disbursed from the Reserve

Account without our consent. The initial reserve percentage will be the

following percentage of the Face Amount of the acceptable Invoices

submitted to us.



RESERVE PERCENTAGE: RESERVE%[24] BANK INITIALS __________ MERCHANT INITIALS __________.



If checked [ ] [25] the provisions of the attached Reserve Account

Addendum will also apply to the Reserve Account under this Agreement.



You hereby pledge and grant to us a security interest in the Reserve

Account. You further hereby assign and transfer to us all of your

right, title and interest in and to your Reserve account, and all sums

now or at any time hereafter on deposit therein together with all

earnings of





Page 2 of 6 Pages

every kind and description which may now or hereafter accrue thereon,

for the purpose of securing your repurchase and other Obligations to

us, whether such Obligations now exist or are hereafter created or

incurred, and whether it is direct or indirect, due or to become due,

absolute or contingent or joint and/or several.



You further irrevocably authorize and empower us, at any time whether

or not at such time the Obligations, or any part thereof, are due and

payable, in our own name or in yo
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |