Bring the opportunity.
Build the relationship.

1. Parties and Purpose

This Independent Sales Organization and Referral Partner Agreement (Agreement) is between Greathouse Farms Co LLC, doing business as Greathouse Farms Capital (Company), and the person or entity identified in the Partner Application (Partner). The parties wish to work together on potential commercial and business-purpose financing opportunities.

Partner may introduce prospective business-purpose borrowers and provide only the services approved by Company. Company may review, package, refer, place, or decline any opportunity in its sole business judgment. Nothing in this Agreement obligates Company or any financing source to approve, close, or fund a transaction.

2. Non-Exclusive Independent Contractor

Partner is an independent contractor and not an employee, agent, joint venturer, fiduciary, franchisee, or legal representative of Company. This relationship is non-exclusive. Partner has no authority to bind Company, quote final terms, issue approvals, collect funds for Company, sign for Company, or make promises on behalf of Company or a financing source.

Partner is responsible for its own taxes, insurance, personnel, expenses, equipment, supervision, and business operations. Partner receives no employee benefits.

3. Eligible Transactions and Compliance

This Agreement is limited to commercial and business-purpose opportunities accepted by Company. Partner will not submit consumer-purpose credit, owner-occupied residential mortgage transactions, or any activity requiring a license or registration that Partner does not hold, unless Company gives prior written approval and all applicable legal requirements are satisfied.

Partner will comply with all applicable federal, state, and local laws; advertising and solicitation rules; privacy and data-security requirements; anti-spam and telemarketing rules; fair-lending and anti-discrimination requirements; and any program or financing-source instructions. Partner will maintain every license, registration, approval, consent, and authorization required for the activities Partner performs.

4. Deal Registration and Borrower Permission

A deal is registered only when Company confirms receipt in writing and identifies it by a Company reference number. Partner represents that it has the prospective client's permission to share submitted information and documents for financing review and follow-up.

Partner will provide accurate, complete information and promptly correct material errors. Partner will not fabricate, alter, conceal, or misrepresent borrower, collateral, financial, credit, ownership, or transaction information. Company may request additional documents, conduct independent verification, and communicate directly with the client and relevant third parties as reasonably necessary.

5. Compensation and Payout Tier

Possible Partner payout tiers are 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, or 50%. Partner does not select or earn a tier merely by signing this Agreement. Company assigns the applicable tier in writing based on the work performed, contracts and relationships contributed, geographic area, completeness and quality of documents, transaction complexity, underwriting support, and other deal-specific factors.

Unless a written deal confirmation states otherwise, the assigned percentage applies only to Net Company Compensation actually received and retained by Company from the applicable funded transaction. Net Company Compensation excludes lender or third-party charges, pass-through amounts, taxes, rebates, refunds, chargebacks, credits, and compensation payable to another broker or referral source.

No compensation is earned for a transaction that does not fund or for which Company is not paid. Company will pay undisputed earned compensation within 15 business days after cleared receipt. If compensation is later reversed, refunded, or charged back, the corresponding Partner amount may be offset against future payments or must be repaid within 15 business days after written notice.

6. Protected Deals and Non-Circumvention

For a properly registered deal, each party agrees not to intentionally circumvent the other to avoid compensation. Deal protection lasts 12 months from Company's written registration confirmation, subject to documented pre-existing relationships, duplicate submissions, client choice, financing-source restrictions, and applicable law.

Company may determine priority when the same opportunity is submitted by multiple sources. Nothing requires Company to disclose confidential information belonging to another source.

7. Confidentiality and Information Security

Each party will protect nonpublic business, client, pricing, underwriting, lender, and personal information received from the other and use it only for the contemplated financing relationship. Partner will use Company's secure portal for sensitive information and will not email unencrypted Social Security numbers, tax identification numbers, government identification, bank records, or similarly sensitive documents.

Partner will limit access to authorized persons, use reasonable administrative, technical, and physical safeguards, notify Company promptly of suspected unauthorized access or disclosure, and securely return or destroy confidential information when no longer needed, subject to lawful retention requirements.

8. Marketing and Use of Names

Partner may not use Company's name, logo, lender names, rates, terms, approvals, testimonials, or marketing materials without prior written approval. Partner will clearly identify itself and will not imply that it is Company, a lender, or authorized to approve financing. Partner will not make misleading, deceptive, discriminatory, or unsubstantiated claims.

9. Records, Review, and Cooperation

Partner will retain records reasonably supporting its introductions, permissions, communications, services, and compensation for at least five years or any longer period required by law. Partner will reasonably cooperate with compliance reviews, lender inquiries, audits, complaints, fraud investigations, and requests to verify submitted information.

10. Term and Termination

The Agreement begins only when Company accepts the Partner Application and countersigns electronically. It continues for one year and renews month-to-month unless either party gives 30 days' written notice. Company may suspend submissions or terminate immediately for suspected fraud, material misrepresentation, unlawful activity, data-security risk, reputational risk, breach, or financing-source requirement.

Termination does not eliminate confidentiality, data-security, payment-adjustment, record-retention, dispute, or other provisions intended to survive. Properly registered deals already in active review remain eligible for compensation under their written deal confirmation unless terminated for cause connected to that deal.

11. Representations, Indemnity, and Liability

Each party represents that it has authority to enter this Agreement. Partner represents that its application, documents, marketing, and deal submissions are truthful and lawful. Each party will be responsible for third-party claims, losses, and reasonable costs arising from its own breach, negligence, willful misconduct, unlawful acts, or unauthorized representations.

Neither party is liable to the other for indirect, special, incidental, punitive, or consequential damages arising from a declined, delayed, modified, or unfunded transaction. Company does not guarantee rates, terms, leverage, proceeds, approval, funding, or closing dates.

12. Notices, Assignment, and Entire Agreement

Notices may be delivered to the email or physical address stated in the Partner Application, subject to confirmation of receipt when legally required. Partner may not assign this Agreement without Company's written consent. Company may assign it to an affiliate, successor, or purchaser of the relevant business.

This Agreement, the accepted Partner Application, written payout-tier confirmation, and deal-specific written confirmations form the entire agreement and replace prior discussions on these subjects. Changes must be in a written electronic or paper record accepted by both parties. If a provision is unenforceable, the remainder continues in effect. A waiver on one occasion is not a continuing waiver.

13. Florida Law and Disputes

Florida law governs without regard to conflict-of-law rules. Before filing suit, the parties will attempt in good faith to resolve a dispute through written notice and a 30-day management conference. Subject to applicable law, exclusive venue for unresolved disputes is in the state or federal courts serving Okeechobee County, Florida. Each party waives trial by jury to the fullest extent permitted by law.

14. Electronic Records and Signatures

The parties agree to conduct this transaction electronically. Electronic records, typed or drawn signatures, checkboxes showing assent, timestamps, and electronically retained copies may be used as originals and are intended to have the same effect as handwritten signatures. Each signer confirms authority to sign for the identified party and the ability to download, print, or retain this Agreement.