Web Invoice

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Invoice Confirmation AGREEMENT This Agreement is entered into by and between and (collectively, the "PARTIES") and AUTHENTICATED on the dates and times and , respectively, CLICKED the I AGREE BUTTON on the Invoice Confirmation WEB PAGE from which they were navigated, hereto. RECITALS A. has performed services and/or sold and delivered goods to for which is indebted to . B. and 21st Capital Corp (the "FACTORING COMPANY") have entered into an Accounts Receivable Factoring Agreement (the "FACTORING AGREEMENT"), pursuant to which has agreed to FACTOR certain of its INVOICES. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed as follows: 1. DEFINITIONS. All capitalized terms not defined in the body of this Agreement or in the APPENDIX, below, shall have the meaning set forth in the Uniform Commercial Code (the "UCC") in effect in the State of California on the date, hereof. 2. acknowledges that has agreed to FACTOR the INVOICES listed on this WEB PAGE, and that FACTORING COMPANY is the intended third-party beneficiary of this AGREEMENT. warrants, represents, covenants and agrees that he or she is duly authorized by to APPROVE 's invoices and to AUTHENTICATE this Agreement, that he or she has APPROVED certain of 's INVOICES and/or disapproved others, listed on this WEB PAGE, on behalf of , and has AUTHENTICATED this Agreement. 3. has no setoff against or any claim of a property or possessory right in the APPROVED INVOICES. 4. agrees to indemnify and hold harmless from and against any claims, demands and liens ("CLAIMS") of any individuals, companies, governmental agencies, or other entities ("THIRDPARTTIES" regarding the APPROVED INVOICES. Notwithstanding the foregoing, if pays any CLAIMS arising subsequent to the date hereof, to any THIRD-PARTIES, shall be permitted to deduct the total amount, thereof, from its payment or payments of the APPROVED INVOICES to FACTORING COMPANY, which in any event and regardless of the amount of said payments, shall not exceed a sum equivalent to five percent (5%) of the total face amount of the APPROVED INVOICES (the "ALLOWED DEDUCTION"). agrees to deliver copies of any documents in its possession evidencing said CLAIMS and payments to FACTORING COMPANY. 5. agrees not to assert any claim or defense against FACTORING COMPANY, the assignee, that it may have against [UCC Sections 9403 and 9404], except for the ALLOWED DEDUCTION. 6. The provisions of this Agreement shall be binding upon the respective heirs, executors, administrators, successors and assigns of the PARTIES. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or other provisions of this Agreement, and no waiver shall be effective unless made in writing. Each provision of this Agreement shall be severable from every other provision for the purpose of determining the legal enforceability of any specific provision. This Agreement may be AUTHENTICATED in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. This Agreement cannot be changed or terminated orally. All prior agreements, understandings, representations, warranties and negotiations, if any, are merged into this Agreement. In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any other agreement between the PARTIES, now or in the future, the provisions of this Agreement shall govern. The validity, interpretation, enforcement and effect of this Agreement shall be governed by the laws of the State of California. The PARTIES hereby consent and submit to the exclusive jurisdiction and venue of the courts located in the County of Los Angeles, State of California regarding any cause of action arising hereunder. The prevailing party in any dispute arising hereunder shall be awarded reasonable attorney fees and costs. ================================================== APPENDIX: DEFINITIONS. The following terms, as used in this APPENDIX and in this Agreement, above, shall have the following meanings, and, all documents and WEB PAGES mentioned, below, which are external hereto, are incorporated herein and made a part hereof by this reference: a. "": the person whose email address is karen.moran.b@bayer.com, who entered his or her User Name and Password to log into this WEBSITE, APPROVED the APPROVED INVOICES and ELECTRONICALLY SIGNED this Agreement on behalf of . b. "": any authorized representative of who entered 's User Name and Password to log into this WEBSITE, is authorized by to enter into this Agreement, and ELECTRONICALLY SIGNED this Agreement on behalf of . c. "FACTOR": the sale, assignment, and transfer of all right, title and interest in ACCOUNTS [UCC section 9102(a)(2)] represented by INVOICES, pursuant to the FACTORING AGREEMENT, including the right to payment, thereof. d. "APPROVE": to CLICK the RADIO BUTTON(s) on this WEB PAGE labeled "APPROVE," with a MOUSE, thereby confirming that the APPROVED invoices are valid, that shall remit payment of the APPROVED INVOICES to FACTORING COMPANY at FACTORING COMPANY'S PAYMENT ADDRESS, in full, without offset or deduction of any amount whatsoever, except for the ALLOWED DEDUCTION, defined in paragraph 4, above, and that shall not remit payment of the APPROVED INVOICES to . e. "APPROVED INVOICES": the INVOICES listed on this WEB PAGE which have been APPROVED by on behalf of , pursuant to paragraph d, above. f. "AUTHENTICATE" and "AUTHENTICATED": to CLICK the I AGREE BUTTON on this WEB PAGE [UCC section 9102(a)(7)] with a MOUSE. g. FACTORING COMPANY's "PAYMENT ADDRESS": http://www.21stcapital.com/invoicepayments.html. h. MISCELLANEOUS TECHNOLOGY DEFINITIONS: 1) "MOUSE": http://en.wikipedia.org/wiki/Mouse_(computer). 2) "CLICK" and "CLICKING": to depress and release the left mouse button quickly. 3) "RADIO BUTTON": http://en.wikipedia.org/wiki/Radio_button. 4) "CHECK BOX": http://en.wikipedia.org/wiki/Check_box, which has accompanying text which states that has read and understands the Invoice Confirmation Agreement, etc. 5) "WEB PAGE" and "WEB PAGES": http://en.wikipedia.org/wiki/Webpage. 6) "WEBSITE": http://en.wikipedia.org/wiki/Website. Revised 03/08/2007