Sales Agents/Resellers

Terms & Conditions

This Independent Sales Organization Agreement (“Agreement”) is made on _______,____,2007 (“Effective Date”) by and between 1st Merchant Funding, LLC, with offices at 12000 Biscayne Blvd Suite 703, North Miami, FL 33181 (1stMF) and _______________________, a ____________ (state of organization) sole proprietor/corporation/limited liability company (circle one) with offices at __________________________(“ISO”). 1stMF is in the business of providing credit and debit card processing services to merchants and arranging cash advances for merchants, secured by credit and debit card receivables. ISO desires to solicit and refer merchants to 1stMF for those services. Therefore, in consideration of the mutual promises set forth below, the parties agree as follows: 1. Definitions The following terms when used in this Agreement will have the meanings set forth in this Section: “Association” means Visa, MasterCard, and any successor organization “Chargeback” means a Transaction that has been returned to the Merchant by the card issuer in accordance with the Rules. “Credit Card” means a valid and unexpired card issued by, and bearing the symbols of, Visa or MasterCard. When appropriate, the term also includes valid and unexpired cards issued by American Express, Diners Club, Discover and JCB. “Debit Card” means a card bearing the symbols of debit card networks offered by 1stMF. “Event of Default” means any one or more of the events listed in Section 6.3 “ISO Account” means that deposit account designated by ISO at an ACH-receiving institution into which all funds owed ISO are deposited by 1stMF, in accordance with this Agreement. “MasterCard” means MasterCard International, Inc. “Member” means that certain Visa/MasterCard member financial institution designated by 1stMF “Merchant” means a business that has entered into a Merchant Agreement and to which 1stMF provides services under this Agreement. “Merchant Agreement” means the written contract entered into between Member and Merchant which enables the Merchant to participate in the Merchant Program. “Merchant Loss” means any loss incurred by 1st MF or Member for any reason attributable to a Merchant, including but not limited to losses due to uncollected Chargeback’s and fees and Merchant fraud. “Merchant Program” means the package of services offered by 1stMF, ISO and Member under this Agreement. “Residual” means all Merchant revenues collected by 1st MF attributable to Merchant Transactions in excess of the fees set forth in Exhibit A. “Rules” means the written regulations and procedures issued by Visa, MasterCard, Debit Card networks, American Express, Discover, JCB and Diners Club, as amended from time to time. “1st MF Service” means credit and debit card processing, ATM, gift, loyalty and prepaid card, terminal leasing, ACH, check services, and any other product or service 1st MF may offer from time to time. “Transaction” means the purchase by a cardholder of goods or services from a Merchant, by use of a Credit Card or Debit Card. The term includes credit transactions and adjustments, when appropriate. “Visa” means, Visa U.S.A., Inc. 2. 1st MF Responsibilities 2.1 Services. 1st MF will utilize its best efforts to provide Merchant customer service, Merchant supplies, terminal programming and terminal installation for all its 1st MF services. 2.2 Training. 1st MF will provide training to ISO employees and sales representatives to enable such employees to service and sell 1st MF Services to Merchants. 1st MF will offer training via teleconference or in its Florida office. If 1st MF cannot provide such training, 1st MF will make its best efforts to procure necessary training form relevant third parties. 2.3 Merchant Losses. ISO will not be liable for Merchant Losses. Notwithstanding the previous sentence, ISO will be liable to 1st MF for any amount incurred by 1st MF or Member arising out of ISO’s or any ISO sales representatives’ negligence or fraud. ISO will notify 1st MF immediately of any information which ISO is aware concerning any Merchant that would indicate a Merchant loss may occur. 2.4 Performance. 1st MF agrees to use its reasonable best efforts to provide the services as described in Article 2; provided, however, that nothing in this Agreement shall create, directly or indirectly, any obligation on the part of 1st MF to provide services (including the timing of delivery of such services) that it is unable to provide under its contract with Member or other vendors. 1st MF shall perform all services consistent with the standards of performance utilized by 1st MF in performing such services for its other customers. 1st MF does not warrant or represent that its services will be error free nor will it be liable for damages resulting there from, except where any interruption or error is due to the gross negligence, recklessness or willful misconduct of 1st MF. The warranties set forth above constitute the only warranties with respect to the services and are in lieu of any other warranties, written or oral, statutory, express, or implied, including without limitation the warranties of merchantability and fitness for a particular purpose. 2.5 Site Inspections. 1st MF may take all necessary action to verify that ISO conducts a bona fide business operation, including, but not limited to, inspecting ISO’s premises to determine whether ISO has the proper facilities, equipment, inventory and license or permit, if necessary, to conduct its business. 3. ISO Obligations 3.1 Marketing. ISO will exclusively market the 1st MF Services and will encourage all prospective Merchants to become Merchants. ISO will not market the services of a third party that offers services similar to 1st MF to any Merchant. All Merchants shall be offered to 1st MF and 1st MF shall have the option to accept or decline such Merchants. Except for those services which ISO has an established vendor relationship, as set forth on the attached Exhibit B, Excluding Services, ISO will offer to Merchants all products and services offered by 1st MF preferred vendors. ISO will assist potential merchants in completing all documentation required for application to the Merchant Program. If necessary, 1st MF will contact ISO or salesperson one time to obtain missing information or documentation in connection with an application to the Merchant Program. ISO will not change any term on any Merchant Agreement without 1st MF’s prior written consent. ISO will not use any marketing materials, including but not limited to a web site, without the prior written consent of 1st MF. If ISO utilizes their own dialer system, ISO must provide 1st MF with Supervisor level access to dialer system. 3.2 Site Inspections. ISO will take all necessary action to verify that each prospective merchant conducts or intends to conduct a bona fide business operation, including but not limited to, inspecting the merchant’s premises to 3.3 determine whether merchant has the proper facilities, equipment, inventory and license or permit, if necessary, to conduct its business. 3.4 Equipment and Supplies. ISO will sell or lease to Merchants all hardware necessary to participate in Member’s merchant program, utilizing 1st MF preferred leasing vendor. 1st MF is authorized to set off from any amount owed to ISO under this Agreement the amount incurred to 1st MF any attributable to any claim, loss or liability related to Merchant leases. In addition, ISO will indemnify 1st MF for any claims, losses or liabilities in connection with such attorneys fees expended by 1st MF in connection with a lawsuit brought by a Merchant related to an equipment lease or sale. ISO will install and maintain such equipment. 3.5 Training. ISO will train Merchants on the Operation of all equipment and the Merchant Program. 3.6 Information. 1st MF and Member may conduct procedural and financial audits of ISO to confirm compliance with this Agreement and the Rules. ISO will supply 1st MF or it’s representatives with information requested by it for this, or any other purpose, no later than 7 days from the receipt of such request. ISO’s failure to maintain copies of all sales representatives contracts and Merchant agreements shall be deemed a breach of this Agreement and grounds for immediate termination by 1st MF. 3.7 Customer Service. ISO will provide terminal repair and deployment and first-line customer service. ISO will train Merchants on terminal use. ISO will render all services in an ethical and professional manner, consistent with the standards adopted by 1st MF, 1st MF will provide an ISO with access to Merchant information to be used for customer service purposes. ISO will provide a name or title of, and a telephone number for a contact person pf the Member upon request by a Merchant, or if ISO is unable to respond to a question to the Merchants satisfaction. 3.8 Acceptance of Merchants. Member retains the right to: A) review and, approve or disapprove, the acceptance of Merchant Agreements into the Merchant Program, and B) terminate a Merchant from the Merchant Program.. ISO understands and agrees that it shall have no cause of action or claim against 1st MF or Member based on an allegation that a merchant application was declined. 3.9 Non-Solicitation and Non-Compete. During the term of this Agreement and for no later of 5 years after termination of this Agreement or of any Merchant Agreement, ISO, nor any salesperson, principal or entity in which such principal has any interest, will not directly or indirectly solicit or endeavor to obtain: A) any 1st MF employee or 1st MF sales representative to work or contract directly with the ISO, nor, B) contract with any Merchant for any product or service that is similar to any 1st MF Service. The parties understand and agree that any violation of this Section 3.8 would cause irreparable harm to 1st MF, that the damages associated with such violation would be difficult to calculate, and therefore that, upon evidence that ISO violated this Section, ISO shall owe and shall immediately pay 1st MF $2,500.00 per Merchant as liquidated damages and not as a penalty, which is parties reasonable estimate of fair compensation for the foreseeable losses that might result form the breach. Further, unless otherwise agreed, during the term of this Agreement and for 2 years after termination of this Agreement, ISO nor any salesperson nor any of ISO’s principal owners or affiliates will not, directly or indirectly: X) contract with Member other than pursuant to this Agreement, nor, Y)contract with any business that is competitive with 1st MF. 3.10 Background Check. ISO will submit to a background check as deemed appropriate by 1st MF or Member. ISO will perform a background check all salespeople. 3.11 Sales Representatives. All sales representatives will enter into a separate agreement with 1st MF. ISO will report to 1st MF the name, signature, photo identification, sales office location, and social security number of all sales people that represent the Merchant Program to prospective Merchants. ISO will update such report as new salespeople are added or as salespeople are terminated. 1st MF may conduct background investigations on all 3.12 sales people and site certifications on all sales office locations. ISO will actively and diligently monitor its sales representatives to ensure compliance with applicable laws and rules. ISO will take immediate action to rectify any non-compliant activity or activity which would cause harm to 1st MF or Members reputation or business. 1st MF may terminate any sales representative in accordance with the 1st MF/sales representative contract. 3.13 Rules. ISO will, and will ensure that all sales representatives, comply with all Rules and relevant laws, including but not limited to those relating to security and cardholder data. ISO will notify 1st MF immediately if ISO becomes aware that a Merchant has contracted with a third party and that third party will obtain cardholder data. 4. Mutual Obligations 4.1 Representations and Warranties. Each party represents and warrants to the other that: A. Good Standing. Each party is a sole proprietor, corporation or limited liability company organized, validly existing and in good standing under the laws of the State where its principal office is located. B. Full Authority. Each party has full authority and corporate power to enter into this Agreement and to perform its obligations under this Agreement. C. Sale of Information. Neither party will sell, purchase, provide or exchange Credit Card or Debit Card account numbers, or any other confidential information, to any third party without the prior written consent of the other party. D. No Violation. Neither party's performance of this Agreement will violate any applicable law or regulation or any agreement to which that party may now be bound. E. Enforceability. This Agreement represents a valid obligation of that party and is fully enforceable against it. F. Compliance. Both parties will comply with the terms of this Agreement, with the Rules, and with all applicable state and federal laws and regulations, including, but not limited to Visa's Cardholder Information Security Program and MasterCard's Site Data Protection program requirements. ISO acknowledges that it has received and understands all applicable Rules. G. No Litigation. Neither party nor its officers and directors are a party to any pending litigation that would have an impact on this Agreement and have never been fined or penalized by Visa or MasterCard 4.2 Confidentiality A. Information. ISO and 1st MF each agree that it will not use for its own purposes, will not disclose to any third party, and will retain in strictest confidence all information and data belonging to or relating to the business of the other (including without limitation the terms of this Agreement, and information related to Merchants, all of which the parties agree belong to 1st MF), and that each party will safeguard such information and data by using the same degree of care and discretion that it uses to protect its own confidential information. No party will be obligated to maintain the confidentiality of information: (i) it is required to reveal in performing its obligations under this Agreement, (ii) that is or becomes within the public domain through no act of the disclosing party in breach of this Agreement, (iii) was in the possession of the disclosing party prior to its disclosure under this Agreement, and the disclosing party can prove that, (iv) received from another source that has no restriction on use or disclosure, or (v) is required to be disclosed by state or federal law, provided, however, that the receiving party shall promptly inform the disclosing party of the operation of this Section 4.2.A.v to enable the disclosing party to defend nondisclosure of its confidential information. 1st MF shall have the right to inspect ISO's premises and the premises of all sales personnel to ensure that confidential information is properly protected from disclosure, damage or theft. B. Remedy. In the event of a breach of this section, the parties agree that the non-breaching party will suffer irreparable harm, and that the amount of monetary damages would be impossible to calculate. Thus, the non-breaching party will be entitled to injunctive relief in addition to any other rights to which the non-breaching party may be entitled, without the necessity of proof of actual damages. 4.3 Name and Trademarks. Neither party will use the other's name or trademarks in any promotional or marketing materials without prior written consent. 1st MF grants to ISO a limited, non-exclusive license to use the name "1st MF" and to use the "1st MF" trademark when conducting business on behalf of 1ST MF under this Agreement. Unless ISO is registered with Visa and MasterCard, all telephone lines must be answered "1st MF" and ISO shall identify itself in all correspondence with Merchants and the public as "1st MF". ISO shall use the "1st MF" trademark and shall represent itself as "1st MF" on all marketing materials used for selling credit card processing services, including but not limited to business cards and websites. ISO understands and agrees that this Agreement confers, and ISO shall obtain, no other right to 1st MF's name or trademarks by virtue of such use. ISO shall not use the Visa or MasterCard trademark on marketing materials, such as business cards or letterhead. ISO acknowledges that MasterCard and Visa are the sole and exclusive owner of their trademarks and agrees that it will not contest the ownership of such trademarks for any reason whatsoever. MasterCard and Visa may at anytime and without advance notice, prohibit ISO from using its trademarks for any reason. 4.4 Indemnification. ISO will indemnify and hold 1st MF harmless from and against any and all claims, demands, loss (financial or otherwise), damage, liabilities, fines, assessments, fees, increased taxes or expenses (including without limitation, court costs and reasonable attorneys' fees), which may be incurred by 1st MF or Member or which may be claimed by any person or as a result of: (i) acts or omissions of ISO, its directors, officers, employees, sales agents or agents relating to the exercise of, or the failure to exercise, its obligations, including, but not limited to, any representation to 1st MF or to any Merchant by ISO, its officers, directors, or salespeople and any negligence, fraud, or misrepresentation by ISO, its officers, directors or salespeople, (ii) any breach of this Agreement or any other agreement between ISO and 1st MF; or (iii) any violation by ISO or an ISO sales representative of any Rule or relevant law or regulation. 4.5 Attorneys' Fees. If an attorney is employed by 1st MF to enforce the terms of this Agreement, 1st MF shall be entitled to recover its reasonable attorney's fees and court costs from ISO. 4.6 Damages. In no event will any party be liable for any special, incidental, consequential or punitive damages of any nature or for any reason whatsoever regardless of the form or action, whether in contract, tort, or otherwise even if advised of that possibility. Except for the liability arising from gross negligence, recklessness, or willful misconduct, the total cumulative liability of 1st MF in the aggregate for damages arising from any breach of this Agreement or for any other claims under this Agreement, shall not exceed an amount equal to the lesser of (A) fees derived by 1st MF attributable to this Agreement if this Agreement has been in effect for less than 4 months, or (8) fees derived by 1st MF attributable to this Agreement during the last 4 months of this Agreement, measured as of the date the liability accrues. 4.7 Priority of Rules. 1st MF and ISO agree that, in the event of any Inconsistency between this Agreement and any Rules, the Rules will apply. 4.8 Enforcement of Rules. 1st MFF and ISO acknowledge that MasterCard and Visa may enforce the Rules and may prohibit any conduct that may injure or create a risk of injury to MasterCard or Visa, including injury to reputation, or that may adversely affect the integrity of the payment systems, information or both. 5. Commissions 5.1 ISO Commissions. ISO will receive under this Agreement compensation in the amount of up to 10% of the Advance amount. This Compensation is to be paid as follows: 1st Merchant Funding will remit to ISO the full closing cost (advance funding fee) amount. ISO can charge up to 10% of the advance amount as a closing cost(advance funding fee). ISO can determine closing costs(advance funding fee) up to a cap of 10% of the advance amount. 5.2 Set-Off. Any amounts owed by ISO under this Agreement, including but not limited to costs, losses, or liabilities arising out of Merchant activity, such as amounts attributable to equipment leases and merchant supplies, may be deducted from each Compensation payment until the entire amount is recouped by 1st MF. If the amount owed exceeds the compensation, 1ST MF is authorized to debit via ACH such amount from ISO's bank account. If the amount owed exceeds 3 times ISO's average monthly residual, 1st MF may terminate this Agreement upon notice to ISO. 5.3 Merchant Fees. all fees charged to Merchants subject to 1st MF's and Member's approval. All such fees must be above those amounts set forth on Exhibit A. Such fees must be clearly and conspicuously disclosed and agreed in writing to the Merchant prior to any request or demand for payment of the fees. 6. Term, Termination, Default 6.1 Term. This Agreement will become effective on the Effective Date, will remain in effect for a period of 3 years ("Initial Term"), and will automatically renew for additional successive 1-year periods ("Renewal Term") unless terminated earlier in accordance with the provisions of this Agreement. 6.2 Termination. Notwithstanding the above, the parties will have the following rights: A. Automatic Termination. This Agreement will automatically terminate if Visa, MasterCard or Member prohibits 1st MF from providing the services set forth in this Agreement. B. Termination Without Cause. Either party may terminate this Agreement at the end of the Initial Term or any Renewal Term upon written notice of termination to the other party at least 90 days prior to the end of the Initial Term or any Renewal Term. C. Termination For Cause. Any party may terminate this Agreement upon the occurrence of an Event of Default. 6.3 Default. Each of the following occurrences will constitute an Event of Default under this Agreement: A. Nonpayment. Either party fails to pay the other when due any amount due under this Agreement and such failure continues for a period of 30 business days after written notice has been sent to the non-paying party. B. Financial Instability. Either party: (i) files for bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or any similar proceeding, (ii) has a proceeding instituted against it and such proceeding is not dismissed within 60 days, (iii) makes an assignment for the benefit of its creditors or an offer of settlement, extension or composition to its creditors generally; or (iv) a trustee, conservator, receiver or similar fiduciary is appointed for that party or substantially all of that party's assets. C. Breach. Either party fails to observe any material obligation specified in this Agreement, and such failure is not cured within 30 days of receipt of written notice thereof from the non-breaching party. Notwithstanding the previous sentence, the fourth such breach automatically will be deemed an Event of Default without the opportunity to cure. D. Goodwill. ISO engages in any act or omission that may damage the reputation, business, or goodwill of 1st MF. 6.4 Certain Post-Termination Rights. No termination of this Agreement will affect any right of 1ST MF with regard to the collection of fees owed. After any termination of this Agreement, ISO shall continue to bear total responsibility for all amounts then due or which thereafter may become due to 1st MF under this Agreement. 7. General 7.1 Assignability; Sale of Residual Stream. ISO may not assign this Agreement without the prior written consent of 1st MF and any unauthorized attempted assignment will be null and void. If ISO enters into a purchase or stock exchange agreement with a third party which would effectuate a sale or merger of ISO's business without 1st MF's written consent, 1st MF will have the right to terminate this Agreement immediately. ISO may not sell the rights to receive Residuals to any third party without 1st MF's prior written consent. 7.2 Notice. All communications under this Agreement will be in writing and Will be delivered in person or by mail courier, return receipt requested, addressed to the addresses specified in the opening paragraph of this Agreement and to the attention of that party's President. The parties may, from time to time, designate different persons or addresses to which subsequent communications will be sent by sending a notice of such designations in accordance with this Section. 7.3 Entire Understanding, Amendment. This Agreement, including the Exhibits which are incorporated by reference, sets forth the entire understanding of the parties relating to its subject matter, and all other understandings, written or oral, are superseded. Except as otherwise provided in this Agreement, this Agreement may not be amended except in a writing executed by all parties. Facsimile and electronic writings shall be deemed sufficient for all purposes under this Agreement. 7.4 Severability. If any provision of this Agreement is illegal, the invalidity of such provision will not affect any of the remaining provisions, and this Agreement will be construed as if the illegal provision is not contained in the Agreement. This Agreement will be deemed modified to the extent necessary to render enforceable the remaining provisions. 7.5 No Waiver of Rights. Except as otherwise provided in this Agreement, no failure or delay on the part of any party in exercising any right under this Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right. 7.6 Successors and Assigns. Subject to Section 7.1, this Agreement will inure to the benefit of and will be binding upon the parties and their respective permitted successors and assigns. This Agreement will not be deemed to be for the benefit of any third party. 7.7 Applicable Law and Venue. The Agreement will be deemed to be a contract made under the laws of Florida, and will be construed in accordance with the laws of New York without regard to principles of conflicts of law. Any claim arising out of this Agreement shall be litigated in the appropriate State or Federal court located in Florida. 7.8 Independent Contractors. 1st MF and ISO will be deemed to be Independent contractors and will not be considered to be agent, servant, joint venture or partner of the other. 7.9 Construction. The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision. All sections mentioned in the Agreement refer to section numbers of this Agreement. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. 7.10 Force Majeure. Neither party will be liable to the other for any failure or delay in its performance of this Agreement if such failure or delay arises out of causes beyond the control and without the fault or negligence of such party. 7.11 Survival. All agreements that by their context are intended to survive the termination of this Agreement including, but not limited to Sections 2.3, 3.5, 3.6, 3.8,3.9,3.10,4.2,4.3,4.4,4.5,4.6,5.2,6.4,7.1,7.5, and 7.7 will survive termination of this Agreement. ISO 1st MF _________________________ 1st Merchant Funding By:______________________ By:__________________ Name:____________________ Name:________________ Title:_____________________ Title:_________________ Date:_____________________ Date:_________________ Exhibit A – Compensation Compensations: ISO will receive under this Agreement compensation in the amount of up to 10% of the Advance amount. This Compensation is to be paid as follows: 1st Merchant Funding will remit to ISO the full closing cost (advance funding fee) amount. ISO can charge up to 10% of the advance amount as a closing cost(advance funding fee). ISO can determine closing costs (advance funding fee) up to a cap of 10% of the advance amount. At the time of each remittance to ISO, 1st Merchant Funding will deliver to ISO a statement detailing the computations used by 1st Merchant Funding to arrive at the compensation. All Compensation will cease upon termination of this agreement for any reason. If ISO disputes any Compensation paid to it, ISO will inform 1st MF with within 60 days of the date of payment. ISO waives any claim against 1st Merchant Funding regarding any compensation it fails to dispute within such 60 day period. _______________________________________________ ISO Name____________________________________________ Address__________________________________________ Date_____________________________________________ 1st Merchant Funding Ethics Statement As a Sales Agent for 1st Merchant Funding (1st MF) you are required to maintain the highest ethical standards and professional conduct at all times. 1st Merchant Funding recognizes the need to provide you with consistent guidelines to achieve this goal; therefore the following ethics statement has been formulated. Signing this ethics statement is a condition of participation in the program and must be strictly adhered to at all times. 1. I will maintain the highest standards of professionalism and will comply with company policy at all times. 2. I will not broker any sales to any other party nor sell any products or services that are not offered by 1ST MF without their written consent. 3. I understand and agree that all advertising and marketing materials must receive prior approval according to the credit card association and 1ST MF and all business cards must be approved by 1ST MF. 4. I will adhere to simple truth and integrity and will not engage in any misleading or deceptive sales practices. 5. I will provide sound professional advice in all sales presentations and sales calls and will remain knowledgeable of industry service and specifically, the services of 1st MF. 6. I will conduct due diligence and complete all site inspections truthfully; accurately reporting the nature of any business in which a prospective customer is engaged. I will promptly report to an appropriate person at the corporate office, any notice that I may receive of any change in any customer's business, which might expose the company to financial risk or be out of compliance with stated policies. 7. I will ensure that all signatures, initials, and written approvals placed on all agreements and contracts are those of individuals authorized to sign on behalf of the business entity, and shall not sign, or knowingly allow another individual to sign on behalf of said authorized individual, even if verbal approval is given by the signer. 8. I will quote all rates and charges consistent with 1ST MF rate guidelines and will not quote rates for other card types, which I am not specifically registered to market. 9. I will not accept any payment in cash from a customer or prospective customer, and will assure that all checks are properly made out to the company and not to me personally. 10. I will conduct all sales presentations in a positive manner relying upon my ability and value of 1ST MF's service to obtain customers. I will not in any way demean or speak negatively of my competition. 11. I will maintain the confidentiality of information provided to me by any prospect, customer, or 1ST MF and will not reveal any such information without the proper consents except to 1ST MF and it s agents. Ethics Code Monitoring While 1ST MF is confident that its agents will comply with the ethical guidelines outlined in this statement, agents understand the periodic audits and/or monitoring may take place to ensure the highest standards are met. 1. Where appropriate, telephone sales calls may be monitored. 2. Pending and completed files may be audited on a periodic basis, and signatures compared to source documents to ensure their validity. Ethics Code Violations 1ST MF considers any violation of the ethics code to be a serious breach of contract, and will result in disciplinary action(s) as follows: Based on the seriousness of the violation, the following actions may be taken: 1. Disciplinary action may range from a formal written warning to be maintained on file, to immediate termination of employment 2. Forfeiture of all residual income 2. Full liability to 1ST MF for repayment of collection costs, legal fees, and any other cost resulting directly or indirectly from the ethics code violation. I AGREE TO STRICTLY ADHERE TO THIS ETHICS STATEMENT. IN ADDITION, I REPRESENT AND WARRANT THAT I HAVE NOT BEEN CONVICTED OF A FELONY. X_______________________________________________ Sales Representat
  I have read, understand and agree to the above terms and conditions*.