EX-10.6
10
fs1ex10f_globalhold.htm
BROKERAGE AGREEMENT
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Bay
View Funding
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0000
X. Xx Xxxxxx Xxxx X-000
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Xxx
Xxxxx, XX 00000-0000
Tel:,000-000-0000
Fax
000-000-0000
xxx.xxxxxxxxxxxxxx.xxx
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December
12, 2007
Xxxxxxxx
Xxxxx
BZ
Commercial Corp.
XX Xxx
0000
xxxx
Xxxxxxxxx, XX 00000
Dear Xx.
Xxxxx:
This
letter shall confirm our agreement regarding marketing services that you will
provide to Bay View Funding (BVF"'). We have agreed to enter into a non-exclusive
brokerage agreement (the Agreement) upon and subject to the terms and conditions
set forth below.
Services:
You agree
to act as an independent consultant (broker) in connection with this promotion
of BVF's services. You shall at all times during the term of this Agreement
conduct yourself in an honest, forthright and professional mariner in all of
your business dealings so as to promote both your and BVF's best
interests.
No
Authority:
You shall
not have any authority to enter into any commitment or contract on behalf of BVF
and you shall not represent to the public or any prospective client that you
have any authority to make a commitment or contract on behalf of
BVF.
Independent
Consultant:
BVF is
retaining you solely for the purposes and to the extent set forth in this
Agreement. Your relationship to BVF shall only be that of an independent
consultant (broker). You shall not be considered under this Agreement or
otherwise as having employee or agent status or as being entitled to participate
in any benefit
plans, distributions, etc. which are afforded to BVF employees. Nothing
contained herein shall be deemed as effecting a joint venture, partnership or
participation between you and BVF.
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Bay
View Funding
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0000
X. Xx Xxxxxx Xxxx X-000
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Xxx
Xxxxx, XX 00000-0000
Tel:,000-000-0000
Fax
000-000-0000
xxx.xxxxxxxxxxxxxx.xxx
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BZ
Commercial Corp.
December
12, 2007
Page
2
Compensation:
Unless
otherwise provided in a separate agreement between you and BVF, for each Client
referred to BVF by you, you shall be entitled to receive from BVF each month a
fee equal to ten percent (10%) of the gross amount of all fees from fundinqs made
and collected by BVF.
Said fees will be paid on the le of the following
month.
Unless
otherwise provided in an agreement between you and BVF, such fee shall be
paid for the life of the Client's contract with BVF. However, if the Client is
in default of the Factoring Agreement entered into with BVF, as defined in the
Factoring Agreement, all commissions to you from the point of default will cease
for that particular Client. Since BVF will be paying fees for the life of the
account, you agree no to further solicit the Client unless: 1.) BVF gives you
written permission to do so, or 2.) BVF's contract with such Client has
been terminated for at least 180 days. Further, no fee as defined above can be collected by you from
such Client since you will be acting on behalf of
BVF.
Expenses:
You shall
be responsible for all expenses, including entertainment and travel
expenses. incurred by
you in marketing BVF's services under this Agreement.
Process:
To the
best of your ability, you will work with the proposed prospect to assemble a
complete credit
application package in accordance with normal BVF standards that exist at the
time for the size and type of credit facility being offered. Credit packages
will be passed on to a BVF Business Development Officer (IMO") for review prior
to being presented to Underwriting for formal credit analysis. BVF will issue a
proposal which will then be negotiated and sold to the prospect by the BDO. It
will be acceptable for the broker to lower the commission paid to broker in
exchange for a lower price to the prospect. BVF agrees that if it any time after
a Client is submitted for financing by the independent consultant BVF provides
financing to said Client. BVF will pay the fee agreed upon in this
document.
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Bay
View Funding
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0000
X. Xx Xxxxxx Xxxx X-000
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Xxx
Xxxxx, XX 00000-0000
Tel:,000-000-0000
Fax
000-000-0000
xxx.xxxxxxxxxxxxxx.xxx
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BZ
Commercial Corp.
December
12, 2007
Page
3
Disclosure:
You agree
to give BVF the right to inquire with any credit or regulatory agency it deems
necessary to determine independent consultant's (broker's) proper standing and
ability to conduct business according to this Agreement.
Confidentiality:
You agree
that you shall at all times treat as confidential and not utilize for yourself
or communicate or disclose to any other person, firm, corporation or entity,
either directly or indirectly, any confidential information of BVF.
“Confidential Information" shall mean and include any and all information not
ordinarily known by non-BVF personnel, including information such as customer
and client lists, the its of products and services, trade secrets, marketing
policies and programs, client administration programs and procedures, pricing
policies and records and other information normally understood to be
confidential or otherwise designated as such by BVF.
Term:
This
Agreement shall continue in effect until terminated at any time by either party
hereto giving the other at least thirty (30) days advance written notice of
termination. Notwithstanding the forgoing, BVF shall have the right to terminate
this Agreement and all of your rights thereunder at any time if: 1.)
You fail or refuse to perform, observe or abide by any of the terms and
conditions of this Agreement, or 2.) You become physically or mentally
incapacitated and are unable to perform your services under this Agreement. Any
termination of this Agreement shall not affect your right to collect fees
thereunder for any contract between BVF and a Client
entered into prior to such termination date.
Assignment
You
acknowledge that the services to be rendered by you under this Agreement are
unique and personal and that BVF is relying on your expertise in providing such
services. Accordingly, you may not assign any of your rights or delegate any of
your obligations under this Agreement, provided, however, that you may assign
your rights to payment of fees due under this Agreement. You may, however, hire
additional personnel to work under your direction at your expense to complete
the work contemplated under this Agreement,
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Bay
View Funding
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0000
X. Xx Xxxxxx Xxxx X-000
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Xxx
Xxxxx, XX 00000-0000
Tel:,000-000-0000
Fax
000-000-0000
xxx.xxxxxxxxxxxxxx.xxx
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BZ
Commercial Com,
December
12, 2007
Page
4
Miscellaneous:
This
Agreement constitutes the entire agreement between the parties hereto and shall
not be modified except by a written agreement signed by both parties. This
agreement shall be governed and interpreted in accordance with the laws of the
State of
California. Each party hereto waives its rights to a trial by jury in
any suit or proceeding arising under or relating to this Agreement. The
prevailing party shall be reimbursed for any legal costs incurred by either
party regarding a dispute of this Agreement.
If the
forgoing is in accordance with your understanding of our agreement, please so
indicate by signing in the place and manner provided below.
Accepted
and Agreed:
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/s/ Xxxx
Xxx
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12/13/07
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Bay
View Funding
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Date
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/s/
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BZ
Commercial Corp.
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Date
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/s/
Xxxxxxxx Xxxxx
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12/12/07
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Xxxxxxxx
Xxxxx, President
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Date
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