This Independent Sales Organization Agreement ("Agreement") is entered into as of _________________ ("Effective Date") by and between:

Company and ISO are each referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company is in the business of originating and facilitating commercial and residential loans and other financial products ("Loan Products");

WHEREAS, ISO desires to act as an independent sales organization to refer potential borrowers to Company for Loan Products; and

WHEREAS, Company desires to engage ISO to refer potential borrowers on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. APPOINTMENT AND ACCEPTANCE

1.1 Independent Contractor Relationship

Company hereby appoints ISO as an independent contractor to refer potential borrowers to Company for Loan Products. ISO accepts such appointment and agrees to perform the services described herein. ISO shall act solely as an independent contractor and not as an agent, employee, partner, or joint venturer of Company.

1.2 Territory

ISO shall operate within the following territory: _________________("Territory"). This appointment is non-exclusive, and Company reserves the right to engage other ISOs or conduct its own business within the Territory.

1.3 Term

This Agreement shall commence on the Effective Date and continue for a period of one (1) year, unless earlier terminated as provided herein. This Agreement shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

2. ISO DUTIES AND RESPONSIBILITIES

2.1 Referral Services

ISO shall identify and refer qualified potential borrowers to Company. ISO's services shall include:

• Marketing Company's Loan Products to potential borrowers
• Conducting initial screening of potential borrowers
• Collecting preliminary application information
• Submitting completed loan applications to Company
• Assisting borrowers throughout the loan process as directed by Company
• Maintaining communication with referred borrowers

2.2 Quality Standards

ISO shall maintain high professional standards in all dealings with potential borrowers and shall represent Company's interests in a professional and ethical manner. ISO shall comply with all applicable federal, state, and local laws, regulations, and ordinances.

2.3 Prohibited Activities

ISO shall NOT:

• Make credit decisions or approve or decline loan applications
• Quote specific interest rates, fees, or loan terms without prior written authorization from Company
• Accept loan applications directly without immediately forwarding them to Company
• Make any representations or warranties on behalf of Company beyond those expressly authorized
• Collect fees, deposits, or payments from borrowers without Company's express written consent
• Engage in any deceptive, fraudulent, or illegal practices

3. COMPENSATION

3.1 Commission Structure

ISO shall receive compensation in the form of commissions based on successfully closed and funded loans referred by ISO to Company. The commission structure is as follows:

3.2 Payment Terms

Commissions shall be paid within thirty (30) days following the month in which the loan is funded. Company shall provide ISO with a monthly statement detailing all funded loans and commission payments due.

3.3 Conditions for Payment

Commissions are payable only upon: (a) successful closing and funding of the loan; (b) borrower's acceptance of the loan; and (c) ISO's full compliance with this Agreement. No commission is earned until all conditions are met.

3.4 Chargebacks

If a funded loan is rescinded, canceled, or paid off within ninety (90) days of funding, Company reserves the right to charge back 100% of the commission paid to ISO. ISO agrees to immediately reimburse Company for any such chargeback amounts.

4. COMPLIANCE AND LICENSING

4.1 Licensing and Registration

ISO represents and warrants that it maintains all necessary licenses, registrations, and permits required to perform its duties under this Agreement. ISO shall provide Company with proof of all required licenses and maintain such licenses in good standing throughout the term of this Agreement.

4.2 Regulatory Compliance

ISO shall comply with all applicable federal and state laws and regulations, including but not limited to:

• Equal Credit Opportunity Act (ECOA)
• Fair Housing Act (FHA)
• Truth in Lending Act (TILA)
• Real Estate Settlement Procedures Act (RESPA)
• Fair Credit Reporting Act (FCRA)
• Gramm-Leach-Bliley Act (GLBA)
• All state licensing and registration requirements
• Anti-money laundering (AML) regulations
• USA PATRIOT Act requirements

4.3 Training and Education

ISO shall ensure that all of its employees, agents, and representatives who perform services under this Agreement receive appropriate training regarding Company's products, policies, and compliance requirements. Company may require ISO personnel to complete specific training programs.

5. CONFIDENTIALITY

5.1 Confidential Information

During the term of this Agreement, ISO may have access to confidential and proprietary information of Company, including but not limited to business plans, marketing strategies, customer lists, pricing information, and borrower information ("Confidential Information"). ISO agrees to maintain the confidentiality of all such information and use it solely for the purposes of this Agreement.

5.2 Data Security

ISO shall implement and maintain reasonable security measures to protect all Confidential Information and borrower data. ISO shall comply with all applicable data protection and privacy laws, including the Gramm-Leach-Bliley Act and any state data breach notification laws.

5.3 Survival

The confidentiality obligations set forth in this Article shall survive termination of this Agreement for a period of five (5) years.

6. REPRESENTATIONS AND WARRANTIES

6.1 ISO Representations

ISO represents and warrants that:

• ISO is duly organized, validly existing, and in good standing under the laws of its state of organization
• ISO has full power and authority to enter into and perform this Agreement
• ISO has not been convicted of any felony or crime involving fraud or dishonesty
• ISO is not subject to any regulatory action or investigation
• ISO maintains all required insurance coverage, including errors and omissions insurance
• ISO has no conflicts of interest that would impair its performance under this Agreement

6.2 Accuracy of Information

ISO warrants that all information submitted to Company, including loan applications and borrower documentation, is accurate, complete, and not misleading. ISO shall promptly notify Company of any material changes to submitted information.

7. INDEMNIFICATION

7.1 ISO Indemnification

ISO agrees to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• ISO's breach of this Agreement
• ISO's negligence or willful misconduct
• ISO's violation of any law or regulation
• ISO's unauthorized representations or warranties
• Claims by third parties arising from ISO's performance under this Agreement

8. INSURANCE

ISO shall maintain, at its own expense, the following minimum insurance coverage:

• Errors and Omissions Insurance: $1,000,000 per occurrence / $2,000,000 aggregate
• General Liability Insurance: $1,000,000 per occurrence / $2,000,000 aggregate
• Cyber Liability Insurance: $1,000,000 per occurrence (if applicable)

Company shall be named as an additional insured on all applicable policies. ISO shall provide certificates of insurance to Company upon request.

9. TERMINATION

9.1 Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party.

9.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• Materially breaches this Agreement and fails to cure within ten (10) days of written notice
• Becomes insolvent or files for bankruptcy
• Has its license suspended or revoked
• Engages in fraud or illegal activity
• Fails to maintain required insurance coverage

9.3 Effect of Termination

Upon termination, ISO shall: (a) immediately cease all activities under this Agreement; (b) return or destroy all Confidential Information; (c) cooperate with Company in the transition of any pending matters; and (d) remain entitled to commissions on loans that close and fund within sixty (60) days of termination, provided all other conditions are met.

10. GENERAL PROVISIONS

10.1 Independent Contractor

ISO is an independent contractor and not an employee, agent, partner, or joint venturer of Company. ISO shall be solely responsible for all taxes, benefits, and other obligations related to its business and personnel.

10.2 Non-Solicitation

During the term of this Agreement and for one (1) year thereafter, ISO shall not, without Company's prior written consent, solicit or hire any employee or contractor of Company or solicit any borrower referred to Company to obtain financing from another source.

10.3 Assignment

ISO may not assign or transfer this Agreement without Company's prior written consent. Company may assign this Agreement to any affiliate or successor entity.

10.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

10.5 Dispute Resolution

Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in New York, New York.

10.6 Entire Agreement

This Agreement, including any attached schedules and exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral.

10.7 Amendments

This Agreement may be amended only by written agreement signed by both Parties.

10.8 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.9 Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other addresses as either Party may designate in writing.

10.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.