This is an agreement between a broker and a factor representing a company for
brokerage services. The broker is engaged to solicit new clients and attract new
business opportunities for the factor’s company. In addition, the agreement provides
that the broker will receive a commission fee for any new business the company
receives due to the broker’s reference. This document should be used by small
businesses or other entities that want to hire a broker to market and solicit new clients to
PROSPECTIVE CLIENT BROKER AGREEMENT – FACTORING
This Prospective Client Broker Agreement (“Agreement”) is made and entered into this
_______________ [Instructions: insert date] by _______________ [Instructions: insert name
of Factor], (hereinafter “Factor”), located at _______________ [Instructions: insert location]
and _______________ [Instructions: insert name of Broker] located at _______________
[Instructions: insert location] (hereinafter “Broker”).
WHEREAS both parties have the legal capacity to enter into this Agreement; and
WHEREAS Factor is in the business of _______________ [Instructions: insert description of
WHEREAS Broker desires to enter into a relationship with Factor to solicit new clients for
Factor in accordance with Factor’s instructions and the terms of this Agreement, and thereby
earn commission income.
NOW, THEREFORE, Factor and Broker Agree as follows:
1. The above recitals are true and correct and form an integral part of this Agreement.
2. Rights and Responsibilities of Broker: The responsibilities of Broker are as follows:
A. Broker shall solicit new clients for Factor. Further, Broker shall provide potential
document packages for Factor’s review.
B. Broker shall determine Broker’s method of obtaining clients, provided that the method is
legal and ethical. Broker may utilize Broker’s employees and outside contractors to
provide the services. Broker shall make sure that a potential client has all the necessary
information pertaining to any transaction under this Agreement. Broker shall at all time
interact with all clients in a professional manner.
C. Broker agrees keep abreast of all current laws, rules, and issues affecting the factoring
industry, in order to conduct its services at the highest level.
D. Broker acknowledges that it does not have the authority to enter into any agreement for
Factor, and, as such, will not take any action that will bind Factor in any manner.
E. Broker shall assist Factor with all the necessary steps in completing a factoring
agreement with a prospective client.
F. Broker shall provide worker’s compensation insurance to all Broker’s employees and
G. All correspondence from Factor will be treated as confidential by Broker. This
correspondence will not be disclosed without the written permission of Factor.
H. _______________ [Instructions: set forth any additional rights or responsibilities of
3. Factor’s Rights and Responsibilities: The responsibilities of Factor are as follows:
A. _______________ [Instructions: set forth any additional rights or responsibilities of
4. Commission: Factor will pay to Broker referral fees for _______________ [Instructions:
insert qualification for paying commission]. The following commission structure will
A. Factor shall pay Broker a commission of _______________% [Instructions: Insert
percentage number] of the amount Factor receives from a client referred by Broker.
B. A commission will be “earned” once the client’s payment is received by Factor.
C. On a _______________ [monthly] [Instructions: Insert relevant timeframe] basis,
Factor will provide an accounting to Broker. Within _______________ [Instructions:
Insert number of days] days of the end of each month.
D. Factor shall compensate Broker for the entire life of the relevant client account with
Factor, unless this Agreement is earlier terminated.
5. Independent Contractor Status: Broker expressly acknowledges that Broker will be acting as
an independent contractor and not as an employee, for all purposes, including payment of
Social Security withholding tax and all other federal, state and local taxes. The Broker shall
be free to set its own hours and appointments. Broker shall not hold himself out to the public
as an employee, agent, partner or representative of Company.
6. Exclusivity: The appointment of Broker hereunder is _______________ [Instructions:
insert either “exclusive” or “non-exclusive”] [Comment: User should choose either to
form an exclusive or non-exclusive relationship with the Broker.]
7. Separability and Governing Law: If any portion of this Agreement shall be found to be void
or unenforceable, it shall in no way affect the validity or enforceability of any other portion
hereof. This Agreement shall be interpreted according to the laws of the State of
_______________________ [Instructions: Insert state].
8. Power of acceptance: It is understood that this agreement is only authority to solicit clients,
and that such clients are to be brought to the attention of Factor for Factor’s approval and
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9. Term and Termination: The term of the Agreement shall be for ____ [one (1)]. [Comment:
These numbers are not provided for by law, but can be any number the user chooses]
year and shall automatically renew unless terminated by either party. Either party may
terminate this Agreement at any time without cause upon thirty-day written notice to the
10. Continuing Obligations: Notwithstanding any termination of this Agreement Factor shall
continue to deliver Receivables information to Broker and turn over all collections to Broker
as herein provided until all Obligations shall have been fully paid and satisfied, and until then
this Agreement shall remain in full force and effect as to and be binding upon Factor, and
Broker shall be entitled to retain its security interest in all existing and future Receivables
and other security and collateral.
11. Time of essence. Time is declared to be of the essence of this agreement.
This agreement has been executed by the parties on the day and year first above written.
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