ALC Agreement for Application Partners

By signing below, as an application partner my organization agrees to the Terms and Conditions of this Paycheck Protection Program Application Service Agreement.

Terms and Conditions:

This Agreement explains the terms and conditions governing the Paycheck Protection Program (“PPP”) application service as described in this Agreement. By offering the service, my organization agrees to the following terms and conditions. This agreement will be governed by and construed in accordance with the laws of California. By accepting below or otherwise offering the service, my organization agrees to offer the service only for bona fide and lawful purpose permitted under this Agreement.

1. During the term of this Agreement, my organization shall provide the following service to certain small businesses (“Borrowers”) that intend to apply for PPP loans through American Lending Center LLC (“ALC”): Assisting Borrowers to submit the required information and upload the required documents to the web portal of ALC. 

2. My organization shall retain the unqualified right of control over the means, manner and methods by which our service is rendered and performed, and the right to perform that service at the location(s) and time(s) that we independently determine and set forth. We shall be responsible for providing all equipment, materials and supplies that we determine shall be required to timely provide that service which have been requested by the Borrowers.

3. During the term of this Agreement, we understand that ALC shall list my organization as one of the application partners on its PPP application website. Although borrowers filing PPP applications on the website shall not be required to seek assistance from a third party, they may, at their full discretion, decide whether to use the service offered by my organization to submit their PPP applications. If a Borrower requests to use our service, we have a right to accept or deny the request at our full discretion.

4. If the Borrower requests our service and we accept the request, we shall neither charge a fee to the Borrower nor require the Borrower to do anything but provide requirement information and documents to complete the PPP application. Our organization’s entire compensation for the performance of the service provided shall be the following service fee paid by ALC: $250 per completed application for each qualified Borrower. ALC shall make the payment within 30 calendar days of the online submission of each Borrower’s application.

5. I shall be responsible for complying with any and all applicable federal, state and local laws, rules, ordinances, regulations, and/or codes that pertain to the performance of the service requested and provided. Our failure to comply with the responsibilities and duties described in this Paragraph shall constitute a material breach of the Agreement.

6. I agree to secure and maintain, at our sole cost and expense, Worker’s Compensation Coverage where required by law and General Liability Insurance, as required by ALC.

7. I shall be solely responsible for filing all tax returns, tax declarations and tax schedules, and for the payment of all taxes required when due, with respect to any and all compensation earned as set forth in accordance with this Agreement. Our failure to comply with the duties described herein this Paragraph shall constitute a material breach of this Agreement.

8. ALC shall report the amounts it pays my organization on IRS Form 1099, to the extent so required under the Internal Revenue Code.

9. I shall not be entitled to any reimbursement by ALC for any cost or expenses outside of the service fee agreed upon for compensation to my organization from ALC.

10. For all intent and purposes, including, but not limited to the Federal Insurance Contributions Act (“FICA”). The Self Employment Contributions Act (“SECA”), the Social Security Act, the Federal Unemployment Tax Act (“FUTA”), the Internal Revenue Code and any and all other federal, state and local laws, rules and regulations, my organization hereto, including its officers, agents and employees, shall be at all times an independent contractor relative to ALC. Nothing in this Agreement shall be construed to make or render my organization, including any of its officers, agents or employees, an agent, servant or employee of, or a joint venture of or with ALC.

11. Both ALC and my organization shall guarantee, guard against and hold harmless the other party, any current or former employees, shareholders, partners or any ownership interest and agents from and/or against any alleged claim, including, but not limited to borrower claims, demands, loss, damages and or expense, including any legal or attorney fees that may be in relation to:

12. any negligence, recklessness or any willful misconduct of the indemnifying party or any other party under the direction or control of the indemnifying party;

13. any material breach of this Agreement by the indemnifying party, or

14. any damage, loss or destruction relating to any property of the indemnifying party or its client or clients, injury or death to any individuals that may result from the actions or inactions of any employee, agent or subcontractor of the indemnifying party as such damage may arise out of or is in the course of fulfilling their obligations under and with relation to this Agreement, and to the extent that such damage may be due to any negligence, unlawful conduct, omission or default of the indemnifying party, its employees, agents or subcontractors.

15. The terms of the herein contained Agreement shall commence on the signing date and shall continue as such in full effect and force thereafter until such time as the deliverables are completed as required of my organization. 

16. This Agreement may be terminated at any time by ALC should a material breach by my organization remains uncured thirty (30) days after submission of written notice being provided of the breach thereof, or a shorter period of time as may be specified within this Agreement.

17. The herein contained Agreement shall be governed by, construed and enforced pursuant with the laws of the State of California, without giving any effect to any conflicts of law provisions. Any and all disputes between ALC, and including but not limited to its affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and assigns, and my organization, including our affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and/or assigns, relating in any manner whatsoever to this Agreement, and shall be resolved by and through the use of arbitration. Arbitration of such claims shall be done in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended, and shall be conducted within the jurisdiction in which ALC is located. The Federal Arbitration Act shall govern the interpretation and enforcement of this paragraph. The fees associated with the arbitrator shall be shared equally by both parties. The parties agree that this paragraph shall survive the termination of the Agreement.

ALC Agreement for Referral Partners

By signing below, I agree to the Terms and Conditions of this Paycheck Protection Program Borrower Referral Agreement.

Terms and Conditions:

This Agreement explains the terms and conditions governing the Paycheck Protection Program (“PPP”) referral service as described in this Agreement. By offering the service, I agree to the following terms and conditions. This agreement will be governed by and construed in accordance with the laws of California. By accepting below or otherwise offering the service, I agree to offer the service only for bona fide and lawful purpose permitted under this Agreement.

1. During the term of this Agreement, I shall provide the following service to American Lending Center LLC (“ALC”): Referring PPP borrowers (“Borrowers”) to file PPP loan applications with ALC. 

2. I shall retain the unqualified right of control over the means, manner and methods by which my service is rendered and performed, and the right to perform that service at the location(s) and time(s) that I independently determine and set forth. I shall be responsible for providing all equipment, materials and supplies that I determine shall be required to timely provide the service.

3. During the term of this Agreement, ALC shall assign a priority code (“Code”) to me and I shall be responsible for instructing Borrowers to submit the Code along with other required information and documents to ALC’s PPP application portal. I understand that if the Code is not submitted online as part of a PPP application, it would be difficult for ALC to track that referral and there is no guarantee that I shall receive the referral fee at the end. 

4. My compensation for the referral service provided shall be the following referral fee paid by ALC: 

                             1% of the loan amount for loans of $350,000 or under, or 

                             0.5% of the loan amount for loans above $350,000

                             ALC shall make the payment within 7 calendar days of receipt of the lender’s fee for the referral from Small Business Administration (“SBA”).

5.  I shall be responsible for complying with any and all applicable federal, state and local laws, rules, ordinances, regulations, and/or codes that pertain to the performance of the service requested and provided. My failure to comply with the responsibilities and duties described in this Paragraph shall constitute a material breach of the Agreement.

6. I agree to secure and maintain, at my sole cost and expense, Worker’s Compensation Coverage where required by law and General Liability Insurance, as required by ALC.

7. I shall be solely responsible for filing all tax returns, tax declarations and tax schedules, and for the payment of all taxes required when due, with respect to any and all compensation earned as set forth in accordance with this Agreement. My failure to comply with the duties described herein this Paragraph shall constitute a material breach of this Agreement.

8. ALC shall report the amounts it pays me on IRS Form 1099, to the extent so required under the Internal Revenue Code.

9. I shall not be entitled to any reimbursement by ALC for any cost or expenses outside of the referral fee agreed upon for compensation to me from ALC.

10. For all intent and purposes, including, but not limited to the Federal Insurance Contributions Act (“FICA”). The Self Employment Contributions Act (“SECA”), the Social Security Act, the Federal Unemployment Tax Act (“FUTA”), the Internal Revenue Code and any and all other federal, state and local laws, rules and regulations, I hereto, including my officers, agents and employees, shall be at all times an independent contractor relative to ALC. Nothing in this Agreement shall be construed to make or render me, including any of my officers, agents or employees, an agent, servant or employee of, or a joint venture of or with ALC.

11. Both ALC and me shall guarantee, guard against and hold harmless the other party, any current or former employees, shareholders, partners or any ownership interest and agents from and/or against any alleged claim, including, but not limited to borrower claims, demands, loss, damages and or expense, including any legal or attorney fees that may be in relation to:

• any negligence, recklessness or any willful misconduct of the indemnifying party or any other party under the direction or control of the indemnifying party;
• any material breach of this Agreement by the indemnifying party, or
• any damage, loss or destruction relating to any property of the indemnifying party or its client or clients, injury or death to any individuals that may result from the actions or inactions of any employee, agent or subcontractor of the indemnifying party as such damage may arise out of or is in the course of fulfilling its obligations under and with relation to this Agreement, and to the extent that such damage may be due to any negligence, unlawful conduct, omission or default of the indemnifying party, its employees, agents or subcontractors.

12. The terms of the herein contained Agreement shall commence on the signing date and shall continue as such in full effect and force thereafter until such time as the deliverables are completed as required of me. 

13. This Agreement may be terminated at any time by ALC should a material breach by me remains uncured thirty (30) days after submission of written notice being provided of the breach thereof, or a shorter period of time as may be specified within this Agreement.

14. The herein contained Agreement shall be governed by, construed and enforced pursuant with the laws of the State of California, without giving any effect to any conflicts of law provisions. Any and all disputes between ALC, and including but not limited to its affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and assigns, and me, including my affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and/or assigns, relating in any manner whatsoever to this Agreement, and shall be resolved by and through the use of arbitration. Arbitration of such claims shall be done in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as amended, and shall be conducted within the jurisdiction in which ALC is located. The Federal Arbitration Act shall govern the interpretation and enforcement of this paragraph. The fees associated with the arbitrator shall be shared equally by both parties. The parties agree that this paragraph shall survive the termination of the Agreement.