Miller, Ross & Goldman, (herein referred to as “AGENCY”) and the Company assigning accounts for the provision of collection services, (herein referred to as “CLIENT”) mutually agree that the accounts receivable assignments (herein referred to as “ACCOUNTS”) placed for collection with AGENCY by CLIENT, are subject to the terms and conditions memorialized herein:
1. All ACCOUNTS assigned for collection by CLIENT with AGENCY shall be valid, legal debt obligations owed to CLIENT, in compliance with Federal, State, and Local Laws and regulations. CLIENT hereby swears and attests that any and all ACCOUNTS assigned to AGENCY shall not, during the entire course of AGENCY’s handling on CLIENT’s behalf, be also assigned to any other 3rd party collections vendor.
2. AGENCY agrees to accept and diligently attempt to effect monetary recovery on all ACCOUNTS assigned by CLIENT to AGENCY for collection. AGENCY’s collection activities will be in compliance with all Federal, State, and Local Laws and regulations, and be fair, courteous, ethical and business-like, consistent with the positive image and good reputation of CLIENT.
3. CLIENT authorizes AGENCY to report unpaid ACCOUNTS to the commercial and/or consumer credit bureaus, as legally applicable. AGENCY assures CLIENT that all such reporting activity shall be in full compliance with Federal, State, and Local Laws and regulations. CLIENT acknowledges that while AGENCY’s collection efforts will often result in a full payment resolution and/or acceptable payment plan within 30-60 days from assignment, some indebted customers, especially those identified via AGENCY’s due-diligence process as habitually inclined towards delinquent payment habits, may require more time, thus requiring AGENCY’s full gamut of collection process resources to be brought to bear. CLIENT shall, therefore, allow assigned ACCOUNTS to remain assigned and subject to AGENCY’s process for at least 180 days, so that the full scope and range of AGENCY’s collection process may glean CLIENT’s and AGENCY’s mutually-desired successful outcome.
4. All payments collected by AGENCY on CLIENT’s ACCOUNTS will be deposited immediately into a trust account maintained by AGENCY for CLIENT disbursements. AGENCY shall remit all successfully collected payments to CLIENT, less AGENCY’s applicable contingency collection fee, by the 25th of the month following collection of good funds. AGENCY shall also provide a detailed monthly reporting statement to CLIENT, illustrating all payments collected on CLIENT’s assigned ACCOUNTS.
5. AGENCY hereby guarantees that there are no service charges nor up-front fees associated with AGENCY’s collection services on CLIENT’s behalf. The applicable contingency fee shall be due to AGENCY on ACCOUNTS CLIENT has assigned to AGENCY upon either party’s receipt of payment(s). CLIENT unconditionally authorizes AGENCY to accept and endorse payments, and to deposit any and all cash, checks, notes, money orders, drafts for deposit, or other payment instruments, the net proceeds of which AGENCY shall remit to CLIENT as stated in Paragraph 4 above.
6. CLIENT grants full authority to AGENCY to act on its’ behalf in the pursuit of payments on assigned debt obligations owed to CLIENT. CLIENT agrees and acknowledges that AGENCY will solely handle all communication and payment negotiations with its assigned past-due customers. CLIENT shall not supersede, circumvent, discredit nor otherwise undermine AGENCY’s authority to act on its behalf. Further, CLIENT agrees to provide AGENCY with prompt notification of any and all direct verbal or written correspondence from any party whatsoever, as well as any direct payments received, credits, debits, adjustments and/or disputes on assigned ACCOUNTS. CLIENT agrees and acknowledges that any manner of credit applied to any assigned customer’s ACCOUNT, including but not limited to credit adjustments and merchandise returns, shall be subject to AGENCY’s contingency fee.
7. CLIENT shall compensate AGENCY its applicable contingency collection fee on each and every assigned ACCOUNT, whether payments are made to AGENCY or direct to CLIENT. AGENCY’s contingency fee rates are published on AGENCY’s website at https://mrgpartners.com/rates/. CLIENT understands that its contingency fee obligation to AGENCY on any and all assigned ACCOUNTS commences instantly and immediately upon submission of said ACCOUNTS, and shall continue until AGENCY has either successfully collected, settled or canceled CLIENT’s assigned ACCOUNTS. AGENCY shall never solicit nor negotiate any settlement compromise under 100% of the full assigned ACCOUNT balance without CLIENT’s express advance written authorization.
8. CLIENT understands that AGENCY WILL NOT seek to recover CLIENT’s additional incurred collection costs from any assigned past-due customer unless CLIENT furnishes AGENCY with a copy of a mutually signed agreement that contractually obligates the customer to reimburse such costs, as well as an invoice for such costs dated the same date as the applicable collection assignment. Further, the indebted party’s state law must expressly permit the collection of such additional incurred collection costs. CLIENT further understands and acknowledges that AGENCY’s applicable contingency rate shall be compensated on all monetary value recovered and/or applied during the collection process, including but not limited to principal debtor balances assigned, credit adjustments, debit adjustments, returned merchandise, interest and recovered collection costs.
9. AGENCY shall not initiate any form of legal action absent CLIENT’s advance written authority. Should legal action be indicated on any assigned customer ACCOUNT, CLIENT will execute signed authorization for such action. All ACCOUNTS authorized by CLIENT for legal action will be charged at the applicable legal contingency fee rate for all monetary value recovered and/or applied during the legal process, including but not limited to principal debtor balances assigned, credit adjustments, debit adjustments, returned merchandise, interest, recovered collection costs and awarded monetary damages.
10. CLIENT agrees to advance necessary court costs, filing fees and legal service-of-process fees to AGENCY promptly upon request. AGENCY has absolutely no obligation to facilitate formal legal remedies on any ACCOUNT assigned by CLIENT if AGENCY deems that such recourse may have unprofitable results for CLIENT and/or AGENCY. CLIENT understands that legal costs advanced are reimbursable to CLIENT only in the event such costs are included as part of a successful court judgment award and subsequently paid by the indebted Defendant. CLIENT understands that it is solely responsible for any and all legal fees required to defend any countersuit action, with the exception of legal actions taken specifically against AGENCY.
11. CLIENT and AGENCY mutually agree that each will assume its own responsibility, including but not limited to unconditional financial responsibility, in connection with any claims made by a third party against CLIENT and/or AGENCY.
12. CLIENT may withdraw ACCOUNTS assigned in error with AGENCY for collection by written or verbal request within one business day of such assignment. Upon receipt of such request, AGENCY will cancel and return subject ACCOUNTS along with all media pertaining to ACCOUNTS that CLIENT may have provided. However, CLIENT understands that AGENCY’s full applicable contingency fee will be retained by AGENCY or paid by CLIENT on any and all assignments, on which collection efforts have already ensued by AGENCY and are paid to AGENCY or CLIENT within sixty (60) days from the date such withdraw may take place. In the event CLIENT discovers, during the course of AGENCY’s efforts on its behalf, that any assigned accounts were already paid prior to CLIENT’s assignment with AGENCY, yet not withdrawn within 24 hours (1 business day) as stipulated herein, CLIENT agrees that AGENCY’s full applicable contingency fee shall be due and payable as a result of AGENCY’s process assistance in correcting CLIENT’s accounting records. Correspondingly, AGENCY reserves the right to refuse or terminate its’ collection efforts and close ACCOUNTS if/when CLIENT fails to provide sufficient or requested supporting documentation, or AGENCY deems ACCOUNTS to be uncollectable. AGENCY will provide CLIENT with email notification of any such termination action. The cancellation and withdrawal of ACCOUNTS assigned in error by CLIENT, or termination and closure of ACCOUNTS by AGENCY, shall not constitute cancellation of this Agreement.
13. In exchange for the monetary benefits related to the recovery of CLIENT’s assigned ACCOUNTS, AGENCY agrees that all information relating to the business of CLIENT, including but not limited to the identity of its customers and/or suppliers, its arrangements with such customers and/or suppliers, and technical data relating to its products and services, shall be treated as confidential by AGENCY throughout the term of this Agreement and for two (2) years following either party’s cancellation of this Agreement
14. This agreement will be effective as of date of submission of each and every account assigned for collection by CLIENT to AGENCY and continue in effect until terminated as herein provided. As evidenced by any single collection assignment request by CLIENT to AGENCY, whether such request is communicated electronically or verbally, CLIENT warrants and attests that they have read, fully understand and unconditionally agree to the terms of this Agreement. Either party may terminate this agreement by giving the other party thirty (30) days written notice by certified mail. Termination or cancellation of this agreement by either party will not affect the validity of any already-accrued obligations owing between parties.
15. The provisions of this agreement override any and all contrary or conflicting provisions contained in the past or present agreements between AGENCY and CLIENT. The parties duly authorized and empowered representatives enter into this agreement on the recorded date of submission of each and every account assigned for collection.