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Fargo Funding
INDEPENDENT REFERRAL PARTNER AGREEMENT
Independent Referral Partner Agreement
This Independent Referral Partner Agreement (the “Agreement”) is entered into as of (the “Effective Date”) by and between Fargo Funding LLC, a Florida limited liability company, with a business address at 350 S Miami Ave #3515, Miami, Florida 33130 (“Fargo Funding”), and the person or entity identified in the signature block below (“Referral Partner”).
Fargo Funding arranges and facilitates commercial financing as a brokerage and intermediary and is not a direct lender. Referral Partner wishes to submit prospective business clients to Fargo Funding on a non-exclusive basis. The Parties agree as follows:
1. RELATIONSHIP AND ROLE
1.1 Independent Relationship. Referral Partner is an independent contractor and has no authority to bind Fargo Funding or any lender, funder, bank, finance company, or other capital source. Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship.
1.2 Non-Exclusive. Either Party may work with other brokers, referral partners, merchants, lenders, funders, and capital sources. No minimum referral volume is required, and Fargo Funding is not required to accept, pursue, approve, place, or fund any submission.
1.3 Fargo Funding Discretion. Fargo Funding may evaluate, package, submit, negotiate, arrange, and facilitate transactions with third-party capital sources and may decline or discontinue any opportunity before funding. Funding decisions and terms may be determined by third-party capital sources in their discretion.
2. REFERRALS AND LEAD PROTECTION
2.1 Qualified Submission. Lead protection begins when Fargo Funding receives enough merchant information and supporting documentation to reasonably begin evaluating the opportunity (a “Qualified Submission”). A merchant name or partial lead alone does not create lead protection unless Fargo Funding confirms otherwise in writing.
2.2 Thirty-Day Protection. A Qualified Submission accepted as attributable to Referral Partner is protected for thirty (30) calendar days from Fargo Funding’s documented receipt. If the merchant does not complete an initial funded transaction arranged through Fargo Funding during that period, the protection automatically expires and Fargo Funding may thereafter pursue or fund the merchant without owing Referral Partner a referral fee, unless Fargo Funding agrees otherwise in writing.
2.3 Prior and Duplicate Leads. No lead protection or referral fee is owed where Fargo Funding’s records show that the merchant was already in Fargo Funding’s active pipeline, had already directly engaged Fargo Funding, or was within another referral source’s active protection period. For duplicate submissions, Fargo Funding’s documented records control absent manifest error.
2.4 Merchant Contact. The Parties may decide deal by deal whether merchant communications are handled by Referral Partner, Fargo Funding, or jointly. Fargo Funding may contact a merchant directly as reasonably necessary to evaluate, document, close, fund, service, or administer a transaction without defeating an otherwise earned referral fee.
3. OFFERS, REPRESENTATIONS, AND BRANDING
3.1 Communication of Terms. Referral Partner may communicate only approvals and transaction terms actually provided or authorized by Fargo Funding and may not alter, misstate, or guarantee them. Referral Partner shall not represent that it can approve a transaction, bind Fargo Funding or a capital source, or guarantee funding, pricing, timing, or any result.
3.2 Branding. Referral Partner shall operate under its own name unless Fargo Funding authorizes otherwise in writing. Fargo Funding’s name, logo, trademarks, forms, marketing materials, or co-branded links may be used only as authorized by Fargo Funding.
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4. COMMISSIONS, RENEWALS, AND PAYMENT
4.1 Initial Funding. For the first funded transaction completed during the applicable 30-day lead-protection period, Referral Partner earns twenty-five percent (25%) of the Gross Commission actually received and retained by Fargo Funding. “Gross Commission” means the brokerage, referral, origination, placement, or similar commission Fargo Funding actually receives from the applicable capital source, excluding amounts not received or later reversed, refunded, recouped, or charged back.
4.2 Subsequent Funding. While this Agreement remains in effect, Referral Partner earns twenty percent (20%) of the Gross Commission on a renewal, repeat, refinance, extension, additional advance, or other subsequent funding only when Referral Partner actively obtains and submits the documents or information reasonably requested for that transaction. The original referral alone does not create a perpetual right to future commissions.
4.3 Clawback or Hold Period. If Fargo Funding’s compensation is subject to a lender or funding-source clawback, recoupment, holdback, or similar risk period, the related referral fee is not payable until that period has expired and Fargo Funding has retained the underlying commission. Such period may be up to forty-five (45) days or such other period imposed by the applicable capital source.
4.4 Commission Confirmation and Invoice. Fargo Funding will provide Referral Partner by email with the Gross Commission basis and the approved Referral Fee for a funded transaction. Referral Partner shall invoice only the approved Referral Fee amount communicated by Fargo Funding and send the invoice to submissions@fargofunding.ca. Fargo Funding shall pay an undisputed, properly submitted invoice within seven (7) business days after both receipt of the invoice and expiration of any applicable clawback or hold period. Fargo Funding’s written commission confirmation controls absent manifest error.
4.5 Currency. Unless Fargo Funding agrees otherwise in writing, Referral Fees are calculated, invoiced, and paid in U.S. dollars. If Fargo Funding receives commission in another currency and it is converted on receipt, the Referral Fee is based on the U.S. dollar amount actually received and retained by Fargo Funding after conversion.
4.6 Fraud Adjustment. If a Referral Fee was paid on a transaction involving fraud, falsified documents, or material misrepresentation knowingly caused or participated in by Referral Partner, Fargo Funding may recover or offset the affected Referral Fee.
5. REFERRAL PARTNER CONDUCT AND COMPLIANCE
5.1 Accurate Information. Referral Partner shall not knowingly submit falsified or altered documents, conceal material information requested for underwriting, forge signatures, misstate ownership or revenue, or instruct a merchant to provide false or misleading information.
5.2 Compliance. Referral Partner is solely responsible for complying with laws and requirements applicable to its own activities, including its marketing, solicitation, privacy practices, licenses or registrations, and communications with merchants. Referral Partner is responsible for the conduct of its employees, agents, contractors, and referral sources.
5.3 Merchant Information. Referral Partner represents that it has the authority and any legally required consent to collect and provide merchant information to Fargo Funding for evaluating, arranging, funding, administering, and renewing commercial financing. Each Party shall use reasonable safeguards to protect non-public merchant information in its possession.
6. SEPARATE MERCHANT OR THIRD-PARTY FEES Fargo Funding is not a party to, responsible for, or beneficiary of any separate professional service fee, broker fee, consulting fee, PSF, or other charge imposed by Referral Partner or any third party. Any such arrangement is separate from this Agreement, may not be represented as charged by or required by Fargo Funding, and remains the sole responsibility of the party imposing it, including compliance with applicable law.
7. CONFIDENTIALITY AND NON-CIRCUMVENTION
7.1 Confidential Information. Each Party shall protect non-public information received from the other in connection with this relationship, including merchant information, pricing, commission information, underwriting information, business processes, and capital-source information, and shall use it only for purposes of this Agreement. These obligations continue for twenty-four (24) months after termination, except trade secrets remain protected for so long as applicable law provides.
7.2 Capital-Source Non-Circumvention. Referral Partner shall not use confidential information learned through Fargo Funding to intentionally bypass Fargo Funding and directly place the same or substantially similar transaction with a capital source first identified to Referral Partner through Fargo Funding. This restriction applies during the Agreement and for twelve (12) months after termination, but does not restrict a capital-source relationship Referral Partner can demonstrate it independently maintained before Fargo Funding’s disclosure.
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7.3 Non-Interference. Referral Partner shall not intentionally induce a merchant to breach or divert obligations under a transaction arranged through Fargo Funding. Nothing in this Section prevents Referral Partner from independently conducting business that does not misuse Fargo Funding’s confidential information or interfere with an existing transaction.
8. INDEMNIFICATION AND LIABILITY
8.1 Referral Partner Indemnity. Referral Partner shall indemnify and hold harmless Fargo Funding and its owners, officers, employees, contractors, and affiliates from third-party claims, fines, losses, liabilities, damages, and reasonable attorneys’ fees to the extent caused by Referral Partner’s breach of this Agreement, fraud or willful misconduct, unlawful marketing or data practices, knowingly false documents or representations, unauthorized branding, or separate merchant-fee arrangements.
8.2 Fargo Funding Liability. Fargo Funding is not responsible for the acts, omissions, underwriting decisions, pricing, delays, declines, defaults, servicing, collections, or other conduct of independent third-party capital sources. Except for fraud, willful misconduct, confidentiality obligations, indemnification obligations, or amounts expressly payable under this Agreement, neither Party shall be liable to the other for indirect, special, punitive, or consequential damages.
9. TERM AND TERMINATION
9.1 Termination. Either Party may terminate this Agreement at any time by written notice. Fargo Funding may terminate immediately for fraud, falsified documentation, material unlawful conduct, material confidentiality breach, circumvention, unauthorized branding, or other material breach that could reasonably harm Fargo Funding or its merchant or capital-source relationships.
9.2 Existing Submissions. Termination does not eliminate Referral Partner’s right to the 25% initial referral fee on a Qualified Submission made before termination if the initial funded transaction occurs during the remainder of that submission’s original 30-day protection period and all other conditions are satisfied. No referral fee is owed on subsequent funding occurring after termination unless Fargo Funding agrees otherwise in writing.
9.3 Survival. Accrued payment obligations and provisions concerning fraud recovery, third-party fees, confidentiality, non-circumvention, indemnification, liability, and dispute resolution survive termination to the extent stated or necessary to give them effect.
10. GOVERNING LAW AND GENERAL TERMS
10.1 Florida Law and Venue. This Agreement is governed by Florida law. Any action arising from this Agreement shall be brought exclusively in a court of competent jurisdiction in Miami-Dade County, Florida, or the applicable federal court serving Miami-Dade County. The Parties consent to such jurisdiction and venue.
10.2 Equitable Relief and Fees. A Party may seek injunctive or equitable relief for misuse of confidential information, branding, intellectual property, or circumvention where appropriate. In an action to enforce this Agreement, the prevailing Party may recover reasonable attorneys’ fees and costs to the extent permitted by law.
10.3 Notices and Amendments. Notices must be in writing and may be delivered by email to the addresses in the signature block or to an updated address provided in writing. Any amendment to this Agreement must be in writing and signed by both Parties, except Fargo Funding may update operational submission or invoice instructions by written notice without reducing a Referral Fee already earned.
10.4 Entire Agreement; Severability; Assignment. This Agreement is the entire agreement between the Parties concerning this referral relationship and supersedes prior discussions on the same subject. If any provision is unenforceable, the remainder remains effective and the provision shall be limited to the minimum extent necessary to make it enforceable. Referral Partner may not assign this Agreement or any payment right without Fargo Funding’s written consent; Fargo Funding may assign it to an affiliate or successor. Failure to enforce a provision is not a waiver.
10.5 Electronic Signatures. This Agreement may be signed in counterparts and electronically, each of which is deemed an original and together constitute one agreement.
11. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
FARGO FUNDING LLC
Name: Isaac Girard
Title: CEO
Email: isaac@fargofunding.ca
REFERRAL PARTNERBusiness and signer details will populate from the form above.
Signature: To be completed below
Date:
SCHEDULE A
REFERRAL COMPENSATION
Initial Funding
25% of Gross Commission actually received and retained by Fargo Funding.
Subsequent Funding
20% of Gross Commission actually received and retained by Fargo Funding when Referral Partner obtains and submits the requested documentation for that subsequent funding.
Invoice / Payment
Fargo Funding emails the approved Referral Fee after funding. Referral Partner invoices that exact amount to submissions@fargofunding.ca. Payment is due within 7 business days after invoice receipt and after any applicable clawback or hold period has cleared.
Currency
USD unless Fargo Funding agrees otherwise in writing; if commission is received in another currency and converted on receipt, the Referral Fee is based on the USD amount actually received and retained by Fargo Funding.
This Schedule A is part of the Agreement. If there is a conflict, the Agreement controls.
