BROKERAGE AGREEMENT

By filling out and submitting the Brokerage Agreement Form, you acknowledge that you have read these terms and conditions, understand them, and agree to them.

1. Joining the Program. By filling out the Broker Signup Form, you (the “Broker”) will automatically apply for admission into the Brokerage Program of Commercial Loan Direct, LLC (“CLD”) and are bound by the terms of this Brokerage Agreement (the “Agreement”), as set forth below.

2. Role of Broker. The Broker understands that, if CLD admits the Broker into its Brokerage Program, the relationship between CLD and the Broker is solely for the purpose of the Broker

  1. legally advertising the lending services of CLD
  2. referring transactions for consideration for funding; and
  3. receiving a premium for loans funded as a direct consequence of the Broker’s referrals.

3. Role of CLD. CLD is a direct correspondent lender, but on a case by case basis, reserves the right to participate or broker any loan (e.g. private investors, affiliated institutional investors, life insurance companies, hedge funds, CMBS pools, etc.).

4. Payment of Brokerage Fees. In the event that CLD places the Broker’s referred transaction with an affiliate lender, payment will be due to the Broker within 5 business days of CLD receiving its full premium payment from the affiliate lender. The Broker shall be responsible for any taxes due on payment received from CLD.

5. Term of the Agreement. The terms of this Agreement will be effective upon the Broker’s submission of the Broker Signup Form and will end when CLD or the Broker terminates the relationship contemplated in this Agreement under Paragraph 16. Notwithstanding the preceding sentence, Paragraph 8 will survive the end of this Agreement indefinitely.

6. Submitting Borrower Information. Any information submitted to CLD shall be both true and correct to the best of the Broker's knowledge. The Broker understands that borrower information is submitted to CLD to induce CLD (as the lender or an agent for the lender) to obtain and/or seek financing for the person or persons, or entity or entities, on whose behalf the form was completed. By submitting the borrower’s information to CLD, the Broker

  1. authorizes CLD and any of its employees, agents, representatives, and affiliates in connection with this transaction to review, request, and obtain any records and/or other information relative to the Borrower and
  2. releases and indemnifies CLD, its owners, officers, employees, agents and representatives, as well as any party supplying such records and information to CLD, from any liability with respect to requesting, obtaining and/or supplying such records and other information on the applicant.

7. Disclosure of Borrower Information. The Broker authorizes CLD and the closing agent to contact the borrower, as a condition to funding, for the following purposes:

  1. Loan processing.
  2. Obtaining additional borrower information.
  3. Obtaining borrower signatures or other authorization.
  4. Arranging the fee Agreement.
  5. Obtaining other information in connection with the loan, in accordance with industry standards

8. Non-Circumvention. The Broker agrees and covenants that the Broker will not directly, indirectly, or in conjunction with any other person, company, partnership or corporation

  1. submit any referred borrower’s applications to the lender(s) to which CLD has already submitted the referred borrower’s loan application, except through CLD and its exclusive agent or agents; or
  2. submit any future application(s) to any lender(s) to which CLD has disclosed to the Broker as one of CLD’s lenders, except through CLD and its exclusive agent or agents.

In the event that such a circumvention shall occur, the Broker shall be liable to CLD for a penalty fee equal to 2% of the loan amount, plus any legal fees associated with obtaining repayment for this amount.

9. Modification of the Agreement. CLD may modify the terms of this Agreement at any time without notice to the Broker. If the Broker finds any modification to the terms of this Agreement unacceptable, the Broker may terminate its relationship with CLD. The Broker’s continuing participation in CLD’s Brokerage Program will constitute the Broker’s acceptance of any change.

10. Revocation of Broker Status. CLD may, in its sole discretion, suspend or terminate the Broker from the Brokerage Program at any time and for any reason it deems appropriate. Activities that may result in the suspension or termination of broker status include, but are not limited to:

  1. Inappropriate advertising (e.g. false claims, misleading information).
  2. Spamming (e.g. mass email, mass newsgroup posting.)
  3. Advertising on forums containing or promoting illegal activities.
  4. Violating intellectual property rights.
  5. Circumvention.
  6. Any other activities that CLD may consider grounds for account suspension or termination.

11. Representations and Warranties. Broker willfully represents and warrants to CLD the following:

  1. Broker is licensed and/or legally permitted to participate in the business of brokering commercial real estate loans.
  2. All documentation submitted to CLD by the Broker is, to the best of the Brokers knowledge, true, complete and accurate.

12. Broker’s Covenants.

  1. The Broker shall provide CLD with all required/requested documentation supporting its status as a licensed commercial real estate broker.
  2. The Broker shall comply with all local, state and federal laws and regulations as it relates to the conducting of its business.

13. Fees Due from Borrower. Unless otherwise agreed upon in writing by CLD, CLD is not responsible or liable for any fees or commissions due Broker from Borrower.

14. Communications with Broker. The Broker authorizes CLD to forward to the Broker any and all documentation, whether or not transaction related, and marketing material to its facsimile number or e-mail address.

15. Broker Independent from CLD. The Broker understands that participation in the program is voluntary and that Broker is not an employee of CLD. In being independent, the Broker has sole discretion to determine how, when, and where to perform services required to achieve the final result specified in Paragraph 2 of this page and has right to perform services for others during the term of this Agreement.

16. Termination. CLD may terminate this Agreement by the means listed in Paragraph 10 above. The Broker may terminate this Agreement by giving CLD a written notice of its intent to terminate its participation in the Brokerage Program 5 business days before the termination is effective. Notwithstanding the preceding sentence, Paragraph 8 will survive the termination by either party.

17. Liability. The Broker agrees that CLD will not be held liable for any indirect or accidental damages (e.g. loss of revenue, commissions) due to any website tracking failures, loss of database files, or any results from third party "intents of harm" to the program or our website. The Broker recognizes that CLD makes no claim that the operation of the broker program and our website will be error-free and we will not be liable for any interruptions or errors.

18. Arbitration of Disputes. The parties agree to submit any dispute or controversy, at law or in equity, to arbitration under the Rules of the American Arbitration Association. Such dispute shall be heard in the City of Atlanta of the State of Georgia. The prevailing party shall be entitled to an award of all arbitration costs and arbitrator's fees.