Definitions

(a) “Contingent Assigned Claim(s)” as used herein mean claims authorized to be handled by unpaidinvoice.com, the main collection agency, performing traditional third party collections on behalf of Client against claimants on a contingent fee basis.

Client’s Rights and Duties

(a) For each Contingent claim assigned for collection, Client shall provide unpaidinvoice.com with debtor’s business name, principle or owner’s name, address, and where available, telephone number, detailed balance, invoices, statements of accounts, credit reports, guarantee, and any other documents necessary to identify the debtor and substantiate the debt (“Account Information”).

(b) Client shall assign only bona-fide claims for collection. Client shall specifically identify disputed accounts as such upon assignment. Client shall assign no claims that Client knows have been included in bankruptcy. In the event that Client becomes aware that an Assigned Claim is disputed or involved in bankruptcy, Client shall provide immediate notice of such dispute or bankruptcy to unpaidinvoice.com.

(c) In the event that any payment is received or credit issued by Client on a Contingent Assigned Claim, Client agrees to provide immediate notice thereof to unpaidinvoice.com. Client agrees to pay a full commission on all monies recovered whether paid to Client or unpaidinvoice.com, on any payment received by Client. All commissions are due and payable to unpaidinvoice.com within thirty (30) days of receipt by Client.

(d) If a lawsuit by Client on an Assigned Claim results in a counterclaim or cross-complaint against Client, Client shall be solely responsible for the costs of its defense, including, but not limited to attorney’s fees and court costs.

unpaidinvoice.com’s Rights and Duties

(a) unpaidinvoice.com will exert its best effort in providing collection services on all Contingent Assigned Claims. unpaidinvoice.com shall at all times comply with all applicable laws, rules, and regulations in performing its services under this Agreement. (b) unpaidinvoice.com reserves the right to cease collection efforts on any Contingent Assigned Claim that it deems uncollectible. (c) unpaidinvoice.com shall have the authority to forward any Contingent Assigned Claim to attorneys for servicing. (d) Settlements – unpaidinvoice.com may not settle any Contingent Assigned Claim without obtaining prior consent from Client. (e) unpaidinvoice.com agrees to comply with all applicable federal, local, and international laws, statutes, and regulations, including but not limited to the FDCPA. (f) unpaidinvoice.com shall net remit to Client, Client recovery of amount on any payments of Contingent Assigned Claims less unpaidinvoice.com’s appropriate fee as listed in paragraph 5 below.

Endorsements and Commissions

Client authorizes unpaidinvoice.com to endorse checks, money orders, and other instruments of payment received in payment of Assigned Claims. Prior to any unpaidinvoice.com remittance, unpaidinvoice.com shall have the right to offset any commissions due.

5. Schedule of Fees

As full and complete compensation for commercial collection services rendered by Agency, Client shall pay commissions on Contingent Assigned Claims according to
service level. “In-house” means collection efforts conducted exclusively by Agency; “Forwarded” means placed with an attorney and serviced by Agency prior to commencement of litigation; and “Legal” means placed with an attorney and serviced by Agency subsequent to Client’s authorization of the lawsuit.

Service Level/Amount Collected Commission Rate Domestic Commercial Accounts

In-house.

30% Rate on All Accounts

Upon withdrawal by Client of an Assigned Claim, any prior, current or future payments, credits or returns of merchandise received by Agency or Client will be subject to regular commissions. In the event that Client withdraws an Assigned Claim that Agency has performed services on and been unable to effectuate settlement either by payment in full or an agreed upon payment schedule then Client shall pay a withdrawal commission equal to one half the normal service level commission rate on the remaining balance. In the event an Assigned Claim was cured prior to being assigned by an amount which does not reflect in the balance as originally assigned, a commission equal to ten percent (10%) will apply to the amount of said prior payment or credit.

6. Forwarding; Legal Collections; Lawsuits

No lawsuit by an attorney shall be initiated on an Assigned Claim without prior authorization of Client. In the event any lawsuit is authorized by Client, Client shall advance all court costs and authorized non-contingent suit fees.

7. Indemnification

(a) Agency agrees to defend, indemnify and hold harmless Client and its employees, agents, officers, directors, shareholders, affiliates and attorneys from any claims, losses, damages and suits, including but not limited to reasonable attorney’s fees, it/they may suffer arising out of or related to the breach of any warranty, representation, covenant or term of this Agreement caused by the sole negligence or intentional wrongful act or omission of Agency related to its performance under this Agreement.

(b) Client agrees to defend, indemnify and hold harmless Agency and its employees, agents, officers, directors, shareholders, affiliates and attorneys from any claims, losses, damages and suits, including but not limited to reasonable attorney’s fees, it/they may suffer arising out of or related to the breach of any warranty, representation, covenant or term of this Agreement caused by the sole negligence or intentional wrongful act or omission of Client related to its performance under this Agreement.

(c) This paragraph and its subparts shall survive the termination of this Agreement.

Termination

Client or unpaidinvoice.com may terminate unpaidinvoice.com's service at any time, for whatever reason, on no less than thirty (30) days' written notice. unpaidinvoice.com will continue to receive commissions on payments, credits or returns of merchandise received by Client or unpaidinvoice.comon all Assigned Claims placed prior to notice of termination. unpaidinvoice.com may retain and continue its efforts on any Assigned Claim until it is paid in full or unpaidinvoice.com deems it uncollectible. Any expenditure advanced for Client and accounts receivable due unpaidinvoice.com from Client shall be due and payable within fifteen (15) days of the date notice of termination is received.

Miscellaneous

(a) This Agreement may be amended only with the written consent of both parties

(b) This Agreement shall be governed by the laws of the State of Texas. For any lawsuit invoking or contesting the terms of this Agreement, venue shall be Harris County.

(c) In the event that any provision or condition in this Agreement shall be invalid, illegal or unenforceable under applicable law of mandatory application, the validity, legality and enforceability of that provision or condition in other instances and of the remaining provisions shall not in any way be affected thereby.

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