1. finance
2. bank
3. bank account

Factoring Agreement
Sales Representative
Your Sales Representative is :
Email:
Phone #:
Checklist:
Company Information:
Legal Company Name:
Office Phone #:
Address 1:
Address 2:
City
State:
Cell Phone #:
Email:
Fax #:
SSN:
DOT#:
# of Trucks:
Zip:
Date Established:
MC#:
Freight Primarily Carried
Any DBAs or Previous Business Names:
Type of Business:
 Sole Proprietor
 LLC
 Corporation
 Partnership
Factoring History:
Do You Have a Current Factoring Company?
 Yes
 No
Name of Current Factoring Company:
Any Current or Past Uniform Commercial Code Filings (UCC-1)?
How Did You Hear of Foley Carrier Services?
Funding Information:
Which Funding Options Do You Plan On Utilizing?
ACH will be the basic method of payment see page 8.
Other Methods of Payment:
 Tcheck
 Foley Fuel Card
 Yes
 No
Confidential. © 2012 Foley Carrier Services, LLC — A BirdDog Company. All Rights Reserved.
Clear Copy of the Driver’s License of the Owner
Certificate of Insurance (Including Cargo Insurance and VINS)
Articles of Incorporation/Formation (If Requested)
A Voided Check
List of Current Clients
Page 1 of 12.
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Factoring Application and Agreement Ver 3.0
When you have completed the package, please ensure the following documents are included with the returned
agreement package:
Terms of Agreement
This Factoring Agreement (the “Agreement”) is entered into as of
between
(“Seller”) and Foley Carrier Services, LLC (“Purchaser”).
Page 2 of 12.
Confidential. © 2012 Foley Carrier Services, LLC — A BirdDog Company. All Rights Reserved.
Factoring Application and Agreement Ver 3.0
1.
Purpose and Definitions.
1.1. The parties hereto agree that the purpose of this Agreement and the financing provided herein is commercial in nature
and is not for household, consumer, family and/or personal use. All terms not herein defined shall have the meaning set forth
in the Uniform Commercial Code. The following terms used herein shall have the following meanings:
Account- all “Accounts” as defined in the Uniform Commercial Code and all goods represented therefrom, including the right
of stoppage in transit, replevin and reclamation, and including the proceeds thereof.
Account Debtor– The person or entity obligated to pay an account, general intangible or chattel paper.
Advance Rate– a percentage of the face amount of any Eligible Account, as set forth on Schedule “A”.
Cancellation- The Agreement may be cancelled by Seller at any time pursuant to the Term provided that all Obligations have
been fulfilled. Otherwise, Seller shall terminate this agreement pursuant to the Term. Purchaser may cancel this Agreement
upon two (2) days’ notice to Seller.
Clearance Days- Up to three (3) business days clearance time for deposited funds from Account Debtors to be credited as
collected to Seller’s account.
Closed- a Purchased Account is Closed upon the first to occur of (a) receipt of full payment by Purchaser from Account Debtor,
or (b) the unpaid face amount of the Purchased Account has been charged to the Reserve Account pursuant to this Agreement.
Collateral- All Accounts, Equipment, Inventory, Deposit Accounts, Chattel Paper, Electronic Chattel Paper, Letters of Credit,
Letter of Credit Rights, Investment Property, Instruments, General Intangibles, all monies held in the Reserve Account, all
books, records, files and computer data relating to the foregoing, and all products, profits and proceeds of the foregoing.
Dispute- any dispute or claim, bona fide or not, as to the price, terms, amount, quantity, quality, setoff, claims in recoupment
or other defense to payment asserted by an Account Debtor.
Documentation- each time an account is sold to Purchaser, Seller must submit the original invoice if required by Account
Debtor or in Purchaser’s discretion, rate confirmation sheet (if applicable), signed Bill of Lading and other such documentation
as the Account Debtor may require and Purchaser may request.
Eligible Account- an Account, which means a right to payment for goods sold or services rendered, which is acceptable for
purchase as determined by Purchaser in the sole exercise and discretion of its credit or business judgment.
Event of Default- shall have that meaning as set forth in Paragraph 6 herein.
Factoring Fee- the Factoring Fee Percentage multiplied by the face amount of a Purchased Account at the time of purchase by
Purchaser, for each Factoring Fee Period or portion thereof, that any portion thereof remains unpaid, computed from the end of
the Initial Fee Period to and including the Late Payment Date.
Factoring Fee Percentage- See Schedule “A” attached hereto and incorporated by reference herein.
Factoring Fee Period- See Schedule “A”.
Initial Fee- See Schedule “A”.
Late Payment Date- See Schedule “A”.
Minimum Factoring Fee and Minimum Monthly Fee– See Schedule “A”.
Misdirected Payment Fee- fifteen percent (15%) of the amount of any payment on account of a Purchased Account which
has been received by Seller and not delivered in kind to Purchaser on the next business day following the date of receipt of
Seller.
Missing Notation Fee– ten percent (10%) of the face of the amount of any invoice lacking information that the invoice has
been sold and assigned to Purchaser and/or that fails to note any deductions, advances or shorts in connection therewith.
Obligations- all present and future obligations owing by Seller to Purchaser whether or not for the payment of money, whether
or not evidenced by any note, invoice or other instrument, whether direct or indirect, absolute or contingent, due or to become
due, joint or several, primary or secondary, liquidated or unliquidated, secured or unsecured, original or renewed or extended,
whether arising before, during or after the commencement of any bankruptcy case in which Seller is a debtor, including but not
limited to any obligations arising pursuant to letters of credit or acceptance transactions or any other financial accommodations.
Purchase Limit– The maximum amount of credit Purchaser will extend to Seller at any one time to be determined in the sole
discretion of Purchaser.
Purchased Accounts- Accounts purchased under this Agreement which have not been Closed.
Repurchase of Accounts- Purchaser may require that Seller repurchase, by payment of the then unpaid Face Amount thereof,
together with any unpaid fees relating to the Purchased Account on demand, or, at Purchaser's option, by Purchaser's charge
to the Reserve Account after an account remains unpaid beyond the Late Payment Date.
Reserve Account- a bookkeeping account on the books of Purchaser representing i) an unpaid portion of the purchase price
paid for the Purchased Accounts and ii) cash reserves on Closed Accounts which Seller has pledged to Purchaser as a security,
maintained by Purchaser to ensure Seller’s performance with this Agreement.
Schedule of Accounts- a form acceptable to Purchaser from time to time wherein Seller lists such of its Accounts which it
requests that Purchaser purchase under the terms of this Agreement.
Serviced Account– An Account that is not purchased by Purchaser hereunder, but which invoice and other documentation
evidencing said Account is forwarded by Purchaser, on behalf of Seller, to the Account Debtor for payment.
Serviced Account Fee- A fee charged for processing a Serviced Account as set forth on Schedule “A”.
Set Up Fee– A fee collected on or before Purchaser’s first purchase of any Account from Seller. See Schedule “A”.
Initial Here:
Term- This Agreement will be effective when accepted by Purchaser for a period of one (1) year and shall be further annually
extended automatically unless Seller shall indicate its intention to terminate at least sixty (60) days prior to the next anniversary
date hereof in writing, whereupon this Agreement shall terminate on the next anniversary date hereof. Upon termination,
Seller shall pay the Obligations to Purchaser, and Purchaser shall not purchase any Accounts from Seller. This Agreement may
be terminated prior to the end of the initial term or any renewal term (each, a “Term”) as follows: (a) Seller may terminate
this Agreement at the end of the Term or any renewal term without payment of an early termination fee, provided Seller
gives at least sixty (60) days written notice prior to the end of the initial term or any renewal term; (b) Seller may terminate
this Agreement at any time after giving Purchaser at least sixty (60) days prior written notice and paying Purchaser an early
termination fee of $250 per truck.
UCC Definitions- All capitalized terms not defined herein shall have that meaning as set forth in the Uniform Commercial Code
(“UCC”), as adopted in the State of Nebraska.
Undisclosed Advance Fee- The greater of $100.00 or ten percent (10%) of the amount of any Account that has been sold
to Purchaser by Seller whereby any monies have been advanced against the Account and not otherwise disclosed in writing to
Purchaser by Seller prior to purchase of said Account.
2.
Purchase of Accounts, Reserve, Fees, Charges and Expenses.
2.1. Seller shall sell to Purchaser as absolute owner, with full recourse, all of Seller’s Eligible Accounts as are listed periodically
on a Schedule of Accounts. Each Schedule of Accounts shall be accompanied by such documentation which support and
evidence the Account as Purchaser may request. Purchaser is not under any obligation to purchase any Account from Seller.
2.2. Purchaser may, in its sole discretion make advances to Seller against the purchase price of Eligible Accounts, in amounts
in Purchaser’s sole discretion up to the Advance Rate and limited to the Purchase Limit.
2.3. Purchaser shall set aside in the Reserve Account in an amount equal to the difference between 100% and the advance on
the Eligible Accounts purchased and not Closed as security for the payment and performance of the Obligations. Provided that
there is no Event of Default, the funds in the Reserve Account shall be released upon Purchaser’s discretion. Purchaser may
change the percentage of the Reserve Account amount at any time in its sole discretion without notice to Seller.
2.4. Factoring Fees. Seller shall pay to Purchaser the following fees:
2.4.1. The Factoring Fee on the last day of each Factoring Fee Period until a Purchased Account is Closed.
Administration, Repurchase of Accounts.
3.1. All Account Debtors (of Accounts purchased by Purchaser) shall be instructed to make payments to Purchaser. All invoices
sent to any Account Debtor shall bear a legend, in a form acceptable to Purchaser in its sole discretion, which reflects that
the Account has been sold and assigned to Purchaser. If any invoice rendered to any Account Debtor by Seller fails to contain
such legend, then as liquidated damages, Seller shall pay to Purchaser the Missing Notation fee upon demand by Purchaser.
Purchaser may send Account Debtors a monthly statement itemizing their activity during the preceding month.
3.2. Any Account that is not purchased by Purchaser shall be deemed a Serviced Account and shall, at Purchaser’s option,
either be (i) returned to Seller, or (ii) forwarded by Purchaser to the respective Account Debtor for payment. When Purchaser
generates an invoice on behalf of Seller and forwards a Serviced Account to the Account Debtor or back to Seller, Seller shall
pay Purchaser a Serviced Account Fee for each Serviced Account, with said fee being charged to Seller’s Reserve Account or
deducted from future funding proceeds. Purchaser is under no obligation to collect or otherwise manage a Serviced Account.
3.3. Seller shall repurchase from Purchaser any Purchased Account if any of the foregoing have occurred: a) if the failure to
pay an Account is because of a Dispute; b) if Seller has breached any warranty, representation, covenant, or Obligation in this
Agreement or in any Schedule of Accounts; c) Upon the condition of any Event of Default; or d) if any Account Debtor fails to
pay Purchaser by the Late Payment Date.
3.4. Seller shall, within two days (2), notify Purchaser in writing, of any Dispute. Purchaser is under no obligation to investigate
the validity of any Dispute.
3.5. Once Purchaser has purchased an Account, Purchaser shall own the Account. Should Seller receive payment on any
Account purchased by Purchaser, it shall on the next business day deliver the payment or check, in kind to Purchaser, even
if the payment or the check includes Accounts not purchased by Purchaser. Purchaser shall refund the difference, subject to
deduction for any of the Obligations. Failure to deliver the payment or check, in kind, shall result in damages in the form of the
Misdirected Payment Fee.
3.6. In order to carry out this Agreement, Seller grants authorization and irrevocably appoints Purchaser power of attorney,
coupled with an interest, to: a) notify Account Debtors that Seller’s Accounts have been assigned to Purchaser; b) direct Seller’s
customers to make payment of all Accounts directly to Purchaser; c) strike out Seller’s address and note Purchaser’s address
on all Accounts mailed to Customers; d) receive, open and dispose of all mail addressed to Seller, or Seller’s fictitious trade
name, via Purchaser’s address; e) endorse the name of Seller, or Seller’s fictitious trade name, on any checks or other payment
instruments or mechanisms, that may come into possession of Purchaser on Accounts purchased by Purchaser or pursuant to
default on any documents relating to the Accounts or the Collateral; f) compromise, prosecute or defend any action, or claim
Initial Here:
Confidential. © 2012 Foley Carrier Services, LLC — A BirdDog Company. All Rights Reserved.
3.
Page 3 of 12.
2.4.3. Charges, Costs and Expenses. Purchaser will charge Seller’s account for Purchaser’s out of pocket costs, and Seller will
reimburse Purchaser for exchanges on checks, charges for returned items and all other bank charges. See Schedule “B” for the
general charges and costs in connection with this Agreement. Seller also agrees to promptly pay all fees, costs and expenses
(including, without limitation, attorneys’ fees, and allocated costs of internal counsel) incurred by Purchaser in connection
with the negotiation, creation, administration and enforcement of this Agreement or any related instruments, documents or
agreements, including the negotiation and documentation of any waivers, forbearance, amendments, extensions or other
modifications relating to this Agreement or any such related agreements, and all fees, costs and expenses will be part of the
Obligations, will be payable on demand and will be secured by the Collateral. Purchaser may also, at Purchaser’s option, charge
Seller’s account and deduct from the Reserve Account or offset other Accounts of Seller to satisfy the Obligations.
Factoring Application and Agreement Ver 3.0
2.4.2. Other Fees pursuant to this Agreement upon Purchaser’s demand which are subject to change from time to time with or
without notice.
as to any Account; g) in Seller’s name, or otherwise, demand, sue for, collect and give releases for any and all Accounts; h)
do any and all things necessary to carry out the purpose of the Agreement and to protect Seller’s and Purchaser’s interest in
the Collateral; (i) after an event of default, to change the address for delivery of mail to Seller and to receive and open mail
addressed to Seller; (j) initiate any electronic debit or credit entries through the Automated Clearing House system; and (k)
affix an electronic version of the signature of Seller on any document.
3.7. Purchaser will make available an online statement of account at the end of each month if requested. Unless Purchaser
receives from Seller a written exception to any statement of account within thirty (30) days after the statement is rendered (or
available if online) the statement of account shall be deemed an account stated.
3.8. Seller authorizes Purchaser to accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor
“in full payment” of its obligations to Seller. Seller shall not assert against Purchaser any claim arising therefrom, irrespective
of whether such action by Purchaser effects an accord and satisfaction of Seller’s claims under Sec. 9-311 of the UCC.
4. Grant of Security Interest and Authorization to File Financing Statements.
4.1. As an inducement to enter into this Agreement, and in order to secure the Obligations, Seller hereby grants Purchaser
a senior security interest in all of the Collateral. Notwithstanding the creation of the above security interest, the relationship
of the parties shall be that of purchaser and seller of Accounts, and not that of lender and borrower. Seller hereby authorizes
Purchaser to file all documents it deems necessary to perfect Purchaser’s security interest in the Collateral, including but not
limited to, UCC-1 Financing Statement(s). Seller shall not leave undisclosed, nor shall it, or any owner, officer, director or
owner, hereafter create a successor entity to carry on any business purpose for which Seller is engaged. In the event Purchaser
identifies or otherwise discovers an entity which it reasonably believes constitutes a successor entity to the Seller, Seller grants
Purchaser a senior security interest in all of the Collateral and authorizes Purchaser to file all documents it deems necessary to
perfect Purchaser’s security interest in the Collateral, including but not limited to, UCC-1 Financing Statements.
Page 4 of 12.
Confidential. © 2012 Foley Carrier Services, LLC — A BirdDog Company. All Rights Reserved.
Factoring Application and Agreement Ver 3.0
5.
Representations, Warranties and Covenants.
5.1. Seller represents and warrants that: a) the execution, delivery and performance of this Agreement and all documents
or agreements related to this Agreement by Seller, to the extent to be executed, delivered or performed by Seller, have been
duly authorized by all necessary action by Seller; b) this Agreement and any instrument or agreement required hereunder to
be given by Seller, when executed and delivered by an authorized representative of the Seller, will constitute the legal, valid
and binding obligations of Seller, in accordance with their respective terms; c) it is solvent, duly organized, validly existing and
in good standing within the state it is organized, is validly existing and in good standing in all states in which Seller is doing
business, and is properly insured pursuant to applicable law and to prudent levels; d) Seller has the full power and authority
to transact the business in which it is presently engaged or presently proposes to engage; e) each Account purchased by
Purchaser is and will remain a bona fide obligation created by the sale and delivery of goods or rendition or services, does not
involve either sales to any entity which is affiliated with Seller or sales that in any way could be construed as not constituting
“arms length” transactions, and each Account is unconditionally owned by Seller; f) each Account purchased by Purchaser will
be paid to Purchaser when due without defenses, disputes, offsets, counterclaims, rights of return or cancellations; g) Seller
will not factor or sell its Accounts except to Purchaser for the duration of this agreement and there are no liens attached to any
of the Collateral, nor will Seller grant or allow a security interest in any of the Collateral; i) Seller intends to use the proceeds
from the sale of the Accounts to Purchaser solely for business or commercial related purposes; j) Seller shall notify Purchaser
in writing prior to any change in Seller’s name, address, bank accounts, use of additional trade names or proposed change in
any of the officers, principals, partners and/or owners of Seller; and k) Seller shall not change its form of entity; l) Seller agrees
that, at the sole expense of Seller, Purchaser or its designee shall have access to Seller’s premises, to all premises where the
Collateral is located for the purpose of inspecting (or removing, if after an Event of Default), any of the Collateral, including the
books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records as Purchaser
may request. Seller further authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense,
all financial information in their possession relating to the Seller.
5.2. SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY
ACCELERATION OF SELLER’S OBLIGATIONS HEREUNDER. FURTHER, PURCHASER’S FAILURE TO CHARGE OR ACCRUE FEES AT
ANY “DEFAULT” OR “PAST DUE” RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OR ITS CLAIM THERETO.
6.
Events of Default.
6.1. Any one or more of the following shall be an Event of Default: a) Seller defaults in the payment of any Obligations; b) is
in breach of any term, representation, warranty or covenant of this Agreement; c) Seller ceases its business operations; d)
any document or report submitted by Seller to Purchaser proves to be false or erroneous no matter how minor; e) Seller or
any guarantor of the Obligations becomes subject to any debtor-relief proceedings; f) any guarantor of the Obligations fails to
perform or observe any of such guarantor’s obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify,
terminate or revoke any guaranty of any of the Obligations, or any such guaranty shall cease to be in full force and effect for
any reason whatsoever or; g) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of
repayment or performance of the Obligations.
7.
Remedies in the Event of Default.
7.1. In the event of any Event of Default, Purchaser may terminate this Agreement, at which time Seller shall repurchase all
Accounts and all Obligations shall become immediately due and payable with such Obligations incurring interest at a rate of
2.0% per month. In addition to exercising all remedies available under this Agreement, under the Uniform Commercial Code
and such other rights and remedies as may be provided by law or otherwise (such rights and remedies to be cumulative and
non-exclusive), Seller hereby authorizes Purchaser to initiate any electronic debit entries through the Automated
Clearing House system to any deposit account maintained by Seller or initiate debits or charges to any of Seller’s
credit cards. Seller also authorizes Purchaser to change the address for delivery of mail to Seller and to receive and open mail
addressed to Seller. Seller authorizes the appointment of a receiver to take possession of all or any portion the Collateral, Seller’s
business, or to assist with Purchaser in enforcing its applicable rights and remedies. Seller further waives the requirement that
Purchaser obtain a bond or such other undertaking in the event Purchaser seeks to obtain any form of a pre-judgment remedy.
Seller shall be liable to Purchaser for any deficiency if Purchaser is not paid in full.
Initial Here:
8.
General Provisions.
8.1. Successors, Assigns and Assignment. This Agreement binds and is for the benefit of successors and permitted assigns of
each party. Seller may not assign this Agreement or any rights under it without Purchaser’s prior written consent which may be
granted or withheld in Purchaser’s discretion. Purchaser may, without the consent of or notice to Seller, sell, transfer, or grant
participation in any part of Purchaser’s obligations, rights or benefits under this Agreement. Purchaser may assign its rights
and delegate its duties hereunder. Upon such assignment, Seller shall be deemed to have attorned to such assignee and shall
owe the same obligations to such assignee and shall accept performance hereunder by such assignee as if such assignee were
Purchaser.
8.2. Indemnification. Seller will indemnify, defend and hold harmless Purchaser and its officers, employees, attorneys and agents
against: (a) any obligations, demands, claims, and liabilities asserted by any other party in connection with the transactions
contemplated by this Agreement; and (b) any losses or expenses incurred or paid by Purchaser from or consequential to
transactions between Purchaser and Seller (including reasonable attorneys’ fees and expenses). Seller shall indemnify and hold
harmless Purchaser, as well as Purchaser’s officers, employees and designees, against any claims and demands, arising from
the collection of any of the Accounts or the exercise of any rights against any of the Collateral by Purchaser or Purchaser’s
officers, employees and/or designees.
8.3. Disclaimer of Liability. In no event will Purchaser be liable to Seller for any lost profits, lost savings or other consequential,
incidental or special damages resulting from or arising out of or in connection with this Agreement, the transactions or
relationships contemplated hereby or Seller’s performance or failure to perform hereunder, even if Seller has been advised of
the possibility of such damages.
8.4. Survival. All covenants, representations and warranties made in this Agreement shall continue in force while any Purchased
Account amount remains outstanding and any Obligations of Seller to Purchaser remain executory.
8.8. Amendments, Other Agreements, Integration and Waiver. All amendments to this Agreement must be in writing. This
Agreement is the entire agreement about this subject matter and supersedes all prior negotiations or agreements. No course
of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify
any terms of this Agreement. Any waiver or consent so given shall be effective only in the specific instance and for the specific
purpose for which given. No failure to exercise and no delay in exercising any right, power, or remedy hereunder shall impair any
right, power, or remedy which Purchaser may have, nor shall any such delay be construed to be a waiver of any of such rights,
powers, or remedies, or any acquiescence in any breach or default hereunder; nor shall any waiver by Purchaser of any breach
or default by Seller hereunder be deemed a waiver of any default or breach subsequently occurring. This Agreement may not
adversely affect Purchaser’s rights under any other document or agreement. If there is a conflict between this Agreement and
any agreement between Seller and Purchaser, Purchaser may determine in its sole discretion which provision applies.
8.9. Choice of Law, Venue, Jurisdiction. This Agreement and all transactions contemplated hereunder and/or evidenced hereby
shall be governed by, construed under, and enforced in accordance with the internal laws of the state of Nebraska. The parties
agree that any suit, action or proceeding arising out of the subject matter hereof, or the interpretation, performance or breach
of this Agreement, shall, if Purchaser so elects, be instituted in any court sitting in the state of Nebraska, County of Douglas.
Each party agrees that the state of Nebraska is convenient to it, and each party irrevocably submits to the jurisdiction of the
state of Nebraska, irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and
waives any and all objections to jurisdiction or venue that it may have under the laws of Nebraska or otherwise in those courts
in any such suit, action or proceeding.
8.10. Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate
counterparts and when executed and delivered are one Agreement.
The parties warrant that they have read and understand all of the terms and conditions of this Agreement, have the authority
to sign this Agreement.”
Initial Here:
Confidential. © 2012 Foley Carrier Services, LLC — A BirdDog Company. All Rights Reserved.
8.7. No Lien Termination Without Release. In recognition of the Purchaser's right to have its attorneys' fees and other expenses
incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by
Seller, Purchaser shall not be required to record any terminations or satisfactions of any of Purchaser's liens on the Collateral
unless and until Seller has executed and delivered to Purchaser a general release in a form acceptable to Purchaser.
Page 5 of 12.
8.6. Attorneys’ Fees. Seller agrees to reimburse Purchaser on demand for the actual amount of all costs and expenses, including
attorneys' fees, which Purchaser has incurred or may incur in negotiating, preparing, or administering this Agreement and
any documents prepared in connection herewith, all of which shall be paid contemporaneously with the execution hereof;
protecting, preserving or enforcing any lien, security interest or other right granted by Seller to Purchaser or arising under
applicable law, whether or not suit is brought, including but not limited to the defense of any avoidance claims; the actual
costs, including photocopying (which, if performed by Purchaser's employees, shall be at the rate of $.10/page), travel, and
attorneys' fees and expenses incurred in complying with any subpoena or other legal process attendant to any litigation in
which Seller is a party; the actual amount of all costs and expenses, including attorneys' fees, which Purchaser may incur
in enforcing this Agreement and any documents prepared in connection herewith, or in connection with any federal or state
insolvency proceeding commenced by or against Seller, including those (i) arising out the automatic stay, (ii) seeking dismissal
or conversion of the bankruptcy proceeding or (iii) opposing confirmation of Seller's plan thereunder; Any way arising out of
this agreement, no matter how incidental, remote or minor.
Factoring Application and Agreement Ver 3.0
8.5. Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the
enforceability of any provision. In the event any one or more of the provisions contained in this Agreement is held to be invalid,
illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity,
and the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.
Signature
Purchaser
Legal Name of
Seller Company:
Name of
Factor:
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
Foley Carrier Services LLC.
Schedule A
i
Advance Rate:
Up to
% in Purchaser’s discretion.
Factoring Fee:
Purchaser will charge the following rates for accounts based on the
number of days to pay and Close:
Factoring Fee Periods
Factoring Fee Percentages Charged
0-34 days
35-59 days
60+ days
Late Payment Date
Page 6 of 12.
Confidential. © 2012 Foley Carrier Services, LLC — A BirdDog Company. All Rights Reserved.
Factoring Application and Agreement Ver 3.0
ii
Minimum Factoring Fee:
$15.00 per Purchased Account
Minimum Monthly Fee:
$0.00 (Waived)
Set Up Fee:
$0.00 (Waived)
Payment Type To Seller:
Charge:
Foley Fuel Card
No Charge
ACH (Direct Deposit)
$4.99
T-Chek
$4.99
Wire Transfer
$25.00
Credit Check Request/New
Account Debtor Setup
$4.99
Per Fax/Scanned Invoice
Premium*
$0
Credit Report**
$1.95
*The original signed proof of delivery may be required if the account debtor requires for payment.
**The credit reports herein are used solely for the purpose of determining a debtors previous payment history to date. A
good credit score does not constitute a guarantee of payment by this debtor, now or in the future. Foley Carrier Services, LLC. reserves the right to refuse purchase of invoices at its own discretion based on any information it obtains on
a debtor, regardless of good credit score or not.
iii
Fuel Advance Rules:
1. I will fax over rate confirmation and bill of lading signed by shipper.
2. I agree to not take advances from both Foley Carrier Services and customer/broker on the same load. I agree to
immediately notify Foley Carrier Services if I have received an advance from customer/broker.
3. Once the load has been delivered I will fax over a copy of the proof of delivery immediately, and I will send the
originals to Foley Carrier Services via Certified Mail with a signature or by 2 Day Priority mail with a signature
verification within one week of the date the fax was sent. Except when a debtor requires original POD for verification
and payment in which case I understand I must send the original POD in order for Foley Carrier Services to start
the payment process. (A list of customers that require original POD is available upon request).
4. I understand that Foley Carrier Services has to verify the information and may not be able to provide the advance
immediately.
5. I understand that Foley Carrier Services charges $4.99 to fund the Tchek. Tchek also charges $2.00 per use.
6. Foley Carrier Services charges $0 for funding an EFS fuel card, EFS charges $1.95 per use (for more information
on a EFS card contact your customer service representative).
Exhibit A to Factoring Agreement: Personal Guaranty
To induce Foley Carrier Services, LLC - a BirdDog Company (‘’Foley Carrier Services’’) to enter into a Factoring Agreement
(“Agreement’’), dated:
with
and to induce Foley Carrier Services to make advances from time to time against the assignment of accounts from
Client and in consideration of Foley Carrier Services’ making of advances to Client and for other good and valuable
consideration, the receipt of which is acknowledged, the undersigned, intending to be legally bound, guarantees
to Foley Carrier Services the payment of any and all sums, balances, and accounts due to Foley Carrier Services
associated with the Agreement and all losses, including collection costs and reasonable attorney’s fees, that Foley
Carrier Services may suffer or incur (1) by reason of having purchased, taken, received, made advances on, or
extended credit on an assignment or assignments from or by Client as security for an advance to Client, which
assignment or assignments of account receivable, or the accounts receivable themselves proving to be counterfeit,
fraudulent, forged, purporting to be accounts that are nonexistent, fictitious, or when all or any of the merchandise
or service invoiced has not been fully delivered or performed, or (2) by reason of any setoff, counterclaim or dispute
related to an account receivable, or (3) by reason of any other action, misrepresentation, or fraudulent conduct arising
out of the financing arrangement between Foley Carrier Services and Client, or (4) due to any failure of Client to
comply with any of the representations and warranties in the Agreement.
This Guaranty is an absolute guaranty of payment and not of collectability.
This Guaranty is binding on the respective heirs, executors, administrators, successors, and assigns of the undersigned.
This is an absolute and continuing guarantee, and shall remain in full force unless agreement of release is furnished
by Foley Carrier Services in writing. The undersigned further agrees that in any action between the undersigned and
Foley Carrier Services growing out of this guaranty, the items of charge and debit in Foley Carrier Services’ books and
records relating to Client will be admissible in evidence against the undersigned to the same extent as they would
be admissible against Client, and further, that the books, records, documents, and admissions of Client, admissible
against Client as proof of Client’s indebtedness to Foley Carrier Services, will also be admissible for the same purpose
against the undersigned.
This serves as my permission for the release of any information for the purposes of credit and background investigation
including but not limited to commercial credit and consumer credit reports on the individuals listed on this Agreement.
The undersigned further hereby consent(s) to Foley Carrier Services use of a non-business consumer report on the
undersigned. The undersigned hereby authorizes Foley Carrier Services to utilize a consumer credit report on the
undersigned from time to time in connection with the extension of continuation of the business credit represented by
the Factoring and Security Agreement. The undersigned as (an) individual(s) hereby knowingly consent(s) to the use
of such report consistent with all applicable law.
Name:
Signature:
Spouse (Spouse’s Signature required if assets owned jointly):
Name:
Signature:
Address 1:
Address 2:
City:
State:
Zip:
Home Phone:
Mobile Phone:
Email:
Social Security #:
Spouse Social Security #:
Bank:
Branch:
Account #:
 Checking
 Savings
Confidential. © 2012 Foley Carrier Services, LLC — A BirdDog Company. All Rights Reserved.
This Guaranty will be governed, construed, and interpreted as to validity, enforcement, and in all other respects by
the law of the Commonwealth of Nebraska. This Guaranty may not be amended or modified orally. The undersigned
waives notice of the acceptance of this Agreement, notice of default, and all other notices to which [he or she] might
otherwise be entitled.
Page 7 of 12.
If permitted by law, the undersigned authorizes any attorney of any court of record within the United States or
elsewhere to appear for the undersigned and to confess judgment against the undersigned as of any term, with or
without declaration filed, for the sum or sums as may be payable under the Agreement, together with a reasonable
attorney’s collection fee, and the exemption of any property and sale on any execution is also expressly waived,
and no benefit or exemption will be claimed under and by virtue of any exemption law now in force or which may
subsequently be passed, nor need resort be first against personal property. The Warrant of Attorney to confess
judgment against the undersigned will not be exhausted by one exercise of it, but may be exercised from time to time
by Foley Carrier Services during or after the term or any renewal or extension of this Agreement.
Factoring Application and Agreement Ver 3.0
The undersigned agrees that this Guaranty will not be impaired or affected by any extension, modification, exchange,
surrender, release, or any dealing with or in the security to which Foley Carrier Services and Client to this Agreement
may subsequently agree, and that the liability under this Agreement is direct and unconditional and may be enforced
without requiring Foley Carrier Services first to resort to any other right, remedy, or security, and will continue in
full force and effect during the term of the Agreement and any and all extensions or renewals of the Agreement, all
remedies under the Agreement being cumulative.
AUTHORIZATION AGREEMENT FOR DIRECT PAYMENTS
(ACH DEBITS AND CREDITS)
Company Name:
Company Tax ID Number:
I (we) hereby authorize FOLEY CARRIER SERVICES, LLC, hereinafter called COMPANY, to initiate debit and credit entries to my
(our): (select one)
 Checking Account

Savings Account
indicated below at the depository financial institution named below, hereinafter called DEPOSITORY, and to debit and credit
the same to such account. I (we) acknowledge that the origination of ACH transactions to my (our) account must comply
with the provisions of U.S. law.
Depository Bank Name:
City:
State:
Routing #:
Account #:
Zip:
This authorization is to remain in full force and effect until COMPANY has received written notification from me (or either of
us) of its termination in such time and in such manner as to afford COMPANY and DEPOSITORY a reasonable opportunity to
act on it.
Authorized Name(s) of Signer(s):
Date:
Signature:
Page 8 of 12.
Confidential. © 2012 Foley Carrier Services, LLC — A BirdDog Company. All Rights Reserved.
Factoring Application and Agreement Ver 3.0
NOTE: ALL WRITTEN DEBIT AUTHORIZATIONS MUST PROVIDE THAT THE RECEIVER MAY REVOKE THE AUTHORIZATION ONLY
BY NOTIFYING THE ORIGINATOR IN THE MANNER SPECIFIED IN THE AUTHORIZATION.
The following three forms should be completed.Once you have done so, please review this package to ensure that you have
completed every applicable section. If you have any questions, or if you need clarification to complete a step, please don’t
hesitate to call your sales representative
Please ensure that you have included everything listed in the Checklist on Page One of this package before returning to Foley
Carrier Services.
Returns:
You can return this package in one of three ways:
Fax:
860-652-3470
Mail:
Foley Carrier Services
655 Winding Brook,
Glasonbury, CT 06033
Sales Representative:
You can send this directly to your sales representative (see page one)
Notice of Assignment
Carrier:
MC #:
In order to accommodate the changes and growth in our business, we have been fortunate to obtain
the services of Foley Carrier Services, LLC (“Foley Carrier Services”) as a source of capital funding. The
availability of this service will enable us to improve our cash flow and result in greater efficiency in the
operation of our business to ensure that the most competitive rates can be provided to its customers.
has irrevocably assigned its receivables to
This notice is to inform you that Foley Carrier Services pursuant to the Uniform Commercial Code Article 9. These receivables include any
payments due to, and hereinafter becoming due and owing due to All invoices received for services rendered by are to be paid directly to Foley Carrier Services, and mailed directly to:
Foley Carrier Services
FBO P.O. Box 642270
Omaha, NE 68164
dated on or after If any claims or disputes associated with services arise, please direct these
claims or disputes directly to and/or its insurance carrier. Payment of
the first invoice to Foley Carrier Services, pursuant to this notice of assignment, confirms that account
debtor agrees to make payment of invoices to Foley Carrier Services in full,
free and clear of any offset, deduction, counterclaim, lien or encumbrance, notwithstanding any claim or
dispute it may have with . The terms of this notice takes precedence over
any conflicting terms, in any other agreement between the account debtor and with respect to this issue.
This notice and instruction remains in full force and effect until you receive a written release from Foley
Carrier Services.
By:
Name (Please Print):
Title:
Date:
p: 704.246.3720 | f: 866.449.6015 | 2301 N 117th Ave, Suite 201 Omaha, NE 68164
W-9
Request for Taxpayer
Identification Number and Certification
Form
(Rev. October 2007)
Department of the Treasury
Internal Revenue Service
Give form to the
requester. Do not
send to the IRS.
Print or type
See Specific Instructions on page 2.
Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box:
Individual/Sole proprietor
Corporation
Partnership
Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership)
Other (see instructions)
Exempt
payee
Address (number, street, and apt. or suite no.)
Requester’s name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)
Part I
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Social security number
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Employer identification number
Part II
or
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.
Sign
Here
Signature of
U.S. person Date General Instructions
Section references are to the Internal Revenue Code unless
otherwise noted.
Purpose of Form
A person who is required to file an information return with the
IRS must obtain your correct taxpayer identification number (TIN)
to report, for example, income paid to you, real estate
transactions, mortgage interest you paid, acquisition or
abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a
resident alien), to provide your correct TIN to the person
requesting it (the requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are
waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S.
exempt payee. If applicable, you are also certifying that as a
U.S. person, your allocable share of any partnership income from
a U.S. trade or business is not subject to the withholding tax on
foreign partners’ share of effectively connected income.
Note. If a requester gives you a form other than Form W-9 to
request your TIN, you must use the requester’s form if it is
substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
● An individual who is a U.S. citizen or U.S. resident alien,
● A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United
States,
● An estate (other than a foreign estate), or
● A domestic trust (as defined in Regulations section
301.7701-7).
Special rules for partnerships. Partnerships that conduct a
trade or business in the United States are generally required to
pay a withholding tax on any foreign partners’ share of income
from such business. Further, in certain cases where a Form W-9
has not been received, a partnership is required to presume that
a partner is a foreign person, and pay the withholding tax.
Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership
income.
The person who gives Form W-9 to the partnership for
purposes of establishing its U.S. status and avoiding withholding
on its allocable share of net income from the partnership
conducting a trade or business in the United States is in the
following cases:
● The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X
Form
W-9
(Rev. 10-2007)
Form
8821
OMB No. 1545-1165
Tax Information Authorization
For IRS Use Only
(Rev. August 2008)
Do not sign this form unless all applicable lines have been completed.
Department of the Treasury
Internal Revenue Service
Do not use this form to request a copy or transcript of your tax return.
Instead, use Form 4506 or Form 4506-T.
1
Received by:
Name
Telephone (
)
Function
Date
/
/
Taxpayer information. Taxpayer(s) must sign and date this form on line 7.
Taxpayer name(s) and address (type or print)
Social security number(s)
Employer identification number
Daytime telephone number
Plan number (if applicable)
(
)
2 Appointee. If you wish to name more than one appointee, attach a list to this form.
Name and address
0307-91004R
CAF No.
Foley Carrier Services, LLC
Telephone No. 704-248-3720
P.O. Box 642270, Omaha NE 68164
Fax No. 888-449-6015
Fax No.
Check if new: Address
Telephone No.
3 Tax matters. The appointee is authorized to inspect and/or receive confidential tax information in any office of the IRS for
the tax matters listed on this line. Do not use Form 8821 to request copies of tax returns.
(a)
Type of Tax
(Income, Employment, Excise, etc.)
or Civil Penalty
(b)
Tax Form Number
(1040, 941, 720, etc.)
Income
1040
Employment
941
(c)
Year(s) or Period(s)
(see the instructions for line 3)
(d)
Specific Tax Matters (see instr.)
lien information, a
amount, a specific
tax liability.
lien information, a
amount, a specific
tax liability.
balance due
tax schedule, or a
balance due
tax schedule, or a
4 Specific use not recorded on Centralized Authorization File (CAF). If the tax information authorization is for a specific
use not recorded on CAF, check this box. See the instructions on page 4. If you check this box, skip lines 5 and 6 5 Disclosure of tax information (you must check a box on line 5a or 5b unless the box on line 4 is checked):
a If you want copies of tax information, notices, and other written communications sent to the appointee on an ongoing
basis, check this box
b If you do not want any copies of notices or communications sent to your appointee, check this box
6 Retention/revocation of tax information authorizations. This tax information authorization automatically revokes all
prior authorizations for the same tax matters you listed on line 3 above unless you checked the box on line 4. If you do
not want to revoke a prior tax information authorization, you must attach a copy of any authorizations you want to remain
in effect and check this box
To revoke this tax information authorization, see the instructions on page 4.
7 Signature of taxpayer(s). If a tax matter applies to a joint return, either husband or wife must sign. If signed by a
corporate officer, partner, guardian, executor, receiver, administrator, trustee, or party other than the taxpayer, I certify
that I have the authority to execute this form with respect to the tax matters/periods on line 3 above.
IF NOT SIGNED AND DATED, THIS TAX INFORMATION AUTHORIZATION WILL BE RETURNED.
DO NOT SIGN THIS FORM IF IT IS BLANK OR INCOMPLETE.
Signature
Print Name
Date
Title (if applicable)
Signature
Date
Print Name
PIN number for electronic signature
For Privacy Act and Paperwork Reduction Act Notice, see page 4.
Title (if applicable)
PIN number for electronic signature
Cat. No. 11596P
Form
8821
(Rev. 8-2008)
FACTORING FUEL CARD APPLICATION FORM
FOLEY CARRIER SERVICES ACCOUNTS RECEIVABLE FINANCING APPLICATION
Fax completed form to: (866) 238-3789
COMPANY INFORMATION
Legal Company Name____________________________________________________________________
Customer Mailing Address______________City_______________________State_________Zip
Code______________
Physical Street Address________________City_______________________State_________Zip
Code______________
Customer Contact _______________________ Telephone#: _______________Cell #:________________
Email Address__________________________________________ Fax#:________________
Indicate Organization Type: Proprietorship
Partnership
LLC
Private Corp
Public Corp
How long in business? _____ Federal Tax ID No. ________Dun & Bradstreet No.____________ US DOT
No.________
If a subsidiary, please list parent:
Corp._____________________City_______________________________State___________________
COMPANY OFFICERS, PARTNERS, PRINCIPALS, OR PROPRIETORS
Representative Name______________________________ Title_______________
Telephone #_________________Social Security #________________Date of Birth_______________________
Representative Name____________________________ Title__________________
Telephone #_________________Social Security #________________Date of Birth_______________________
ACCOUNT SETUP
Number of Cards Desired ______Number of Vehicles ____
Your Foley Carrier Services Accounts Receivable Financing Account
By signing below, Customer hereby authorizes Electronic Funds Source LLC (EFS) to investigate and verify all information herein
provided by Customer, and Customer hereby authorizes and directs each and every reference, bank lending institution, credit
company, or other person named by Customer [“Reference’] to provide to EFS any and all information requested by EFS relating
to Customer’s business and credit relationship with the Reference. Customer hereby agrees to hold harmless EFS and Reference
from any claim or damage arising from EFS’s use of any information obtained from this application or from a Reference. IN THE
EVENT THAT EFS ACCEPTS CUSTOMER’S APPLICATION FOR ANY SERVICE OR CREDIT PROVIDED FOR HEREIN OR
OTHERWISE EXTENDS TO CUSTOMER ANY PRIVILEGE, CREDIT, OR SERVICE REQUESTED HEREIN, CUSTOMER
SHALL AND DOES AGREE THAT IN CONSIDERATION OF THE MUTUAL CONVENANTS AND CONDITIONS SET FORTH
HEREIN AND OTHER GOOD AND VALUABLE CONSIDERTION, THE RECEIPT AND SUFFIENCY OF WHICH IS HEREBY
ACKNOWLEDGED, CUSTOMER WILL COMPLY WITH ALL OF THE TERMS, CONDITIONS, AGREEMENTS, AND
1
PROVISIONS IN THE TERMS AND CONDITIONS TO BE PROVIDED TO THE CUSTOMER AT THE TIME OF CARD
ISSUANCE AND AS SET FORTH BELOW:
Card Management:
Customer accepts responsibility for the management of any and all EFS Card Services, options, and feature settings. Such
management shall include without limitation, activating EFS Services, inactivating EFS Services, setting any and all driver limits
(subject to available funds) and monitoring the use of any and all services provided through the EFS Card. Customer agrees that
any individual able to provide EFS with an Customer’s Carrier ID and Password and/or any other Password assigned to or used
by Customer, is authorized by Customer to receive information about and make changes to your EFS Card Services. Customer
further agrees that in the event EFS authorizes and pays an amount requested by an individual authorized to use Customer’s
EFS Services that is different from the amount available on the EFS Card product, Customer shall make payment for the amount
authorized by EFS and nothing contained in this paragraph or elsewhere in this Agreement shall be construed so as to relieve
Customer of any obligation to pay for goods or services charged using Customer’s EFS Card Services.
Lost or Stolen Card(s):
You agree to immediately inactivate any of your EFS card(s) that are lost, stolen, or that may be or has been used without proper
authority through the EFS Online Services. If you are unable to access the online site, you may notify us at 888-824-7378.
Liability for Unauthorized Use:
If you request and we issue ten (10) or more authorized EFS cards on your Account you agree you shall be responsible to pay
EFS for all purchases with all EFS cards issued to you and your Authorized Users whether the purchase(s) made are by persons
authorized by you to utilize the EFS card(s) issued or not; provided, however, you shall not be required to pay for any purchases
made with your EFS cards more than three (3) hours after you notify EFS that the EFS card(s) has been lost or stolen, that you
have withdrawn authorization of an Authorized User to use the EFS card, that you desire to cancel the applicable EFS card or that
you desire to terminate this Agreement. Liability for unauthorized use may be imposed on an employee.
Fraud Protection:
Customer and EFS agree to cooperate with each other in preventing and prosecuting any fraudulent activity by employees of any
party hereto or any third party with respect to services anticipated by this Agreement, the use of receipt of EFS Services, or
otherwise arising in connection with any other relationship between the parties anticipated by or set forth in this Agreement. EFS
reserves the right to interrupt, suspend, or terminate EFS Services without notice to Customer if EFS, in its sole discretion,
suspects fraudulent, illegal or abusive activity. Customer agrees to provide, at no cost to EFS, any and all documentation and
information as EFS may request, including but not limited to affidavits and police reports. Failure to provide reasonable
cooperation shall result in Customer’s liability for all fraudulent usage of EFS Services.
Customer Identification:
EFS complies with the USA PATRIOT Act. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT - To help the government fight the funding of terrorism and money laundering activities, Federal law requires all
financial institutions to obtain, verify and record information that identifies each person who opens an account. In order to comply
with the requirements of the USA Patriot Act, EFS may require Customer, Participant(s) and Cardholder(s) to provide legal entity
names, street addresses, tax payer identification numbers and other information that will allow EFS to identify each prior to
establishing Accounts under or in connection with this Application. EFS reserves the right to require that Customer, Participant(s),
and Cardholder(s) promptly provide to EFS sufficient identification documents upon request and in connection with the USA
PATRIOT Act compliance.
Electronic Information:
The Company must consent to conduct transactions electronically and to electronically receive disclosures and notices relative to
the account(s) applied for. We recommend the company print and retain a copy of this disclosure and all the disclosures and
agreements provided electronically. EFS Terms and Conditions can be found on the EFS website at www.tch.com under the
Applications icon for the EFS Fleet Card under the link: “All About Your EFS Commercial Account Agreement”.
Hardware and Software Requirements:
Company agrees to continue to have at a minimum the following hardware and soft-ware requirements to receive and store
electronic documents: A computer and modem, or other device capable of accessing the Internet and the ability to download
HTML files. An Internet Service Provider and a Web Browser that supports the level of encryption employed at EFS, currently
128-bit SSL. We also require the company to have Acrobat Reader software which may be obtained at http://
getadobe.com/reader/enterprise/. We recommend the company have available hard drive space or a printer so documents may
be stored or printed.
Communication and Notices:
In order to use the EFS Online services the company must accept electronic delivery of the following documents and any future
changes to those documents: Online Electronic Disclosure and Consent Agreement, All Product and Service Disclosures,
Periodic Statements, Notices. History and Transaction Records, Change-in-Terms, Adverse Action Notices and Changes to
Minimum Hardware and Software Requirements.
2
By consenting to conduct transactions and receive disclosures and notices electronically the company agrees to provide us wit h
the information needed to communicate electronically. The company agrees to keep the e-mail and account information current at
all times and to notify us immediately if it changes. If you fail to update or correct the email, EFS may freeze the account until you
contact us and provide corrected information. By completing the application the company agrees, to have, at a minimum, the
hardware and software requirements set forth above, and to receive all disclosures and documents listed herein electronically.
Fees:
EFS shall charge the following fees to Foley Customers in connection with the usage and maintenance of the EFS Card:
(a) $3.00 Monthly Card Fee for each card used for at least one transaction in the preceding month;
(b) $ 2.50 per fuel transaction;
(c) $3.00 per cash transaction;
(d) $ 4.00 per Money Code;
(e) $ 3.00 per ATM transaction;
(f) $ 2.00 per POS debit utilizing Maestro/or Star;
(g) except for ACH transfers pursuant to Subsection (i) below, $3.00 per outgoing ACH transfer from a Foley Customer’s account;
(h) There shall be no charge to Foley Customers for receipt of ACH credit payments and deposit of such funds by EFS to
Program Card accounts. Foley Customers shall be charged $6.00 for each payment to their Program Card account made by bank
wire.
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT – To help the government fight the
funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record
information that identifies each person who opens an account. What this means for you: When you open an account, we will ask
for your name, address, date of birth and other information that will allow us to identify you. We may also ask to see your driver’s
license or other identifying documents.
BY SIGNING BELOW, I CONFIRM THAT I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS FOUND ON
www.foleyservices.com/fuelcardterms.
Signature of Authorized Signer___________________________________ Title_______________________________
Print Name______________________________________Date______________________________________
3