Background

Terms

• Agency Information. Agency has completed and delivered to Investorsloanservicing all information required, upon which Investorsloanservicing has relied in entering into this Agreement. The information that Agency has provided is complete and accurate in all respects. Agency shall inform Investorsloanservicing in writing if there is any material change to any of this information. Agency shall update any of the information upon Investorsloanservicing’ request as part of Investorsloanservicing’ ongoing monitoring responsibilities.

• Description of Services; Payment for Services. Agency shall provide the Services described on the order form that Investorsloanservicing sends to Agency to request the Services on a particular file (“Investorsloanservicing Order Form”), and shall be paid for those Services on the terms and rates as set forth on that Order Form. Agency is solely responsible for the Services, and any third-parties it uses to provide the Services.

• The Parties’ Relationship. Investorsloanservicing is a commercial mortgage lender that requires title insurance to be issued for each loan it makes. Depending on the state in which the mortgaged real property is located, Investorsloanservicing may also want Agency to provide settlement services. When Agency is retained for a loan file, the borrower shall pay for the title insurance policy that Agency issues at closing.

• Agreement. Any specific written purchase orders or statements of work from Investorsloanservicing that describes the Services that Agency will provide are deemed part of this Agreement’s terms.

• Investorsloanservicing Affiliates. References to “Investorsloanservicing” shall include its Affiliates. A person’s “Affiliate” is any individual or entity that controls, is controlled by, or is under common control with that person. Control means any power to direct a person’s management and policies, including through ownership or by contract. Ownership includes partial ownership. Control can be both direct and indirect.

• Personnel and Subcontractors. Any person performing Services must be Agency’s employee or contractor, who at all times shall be subject to Agency’s control. Agency shall directly supervise its employees’ and subcontractors’ performance, and shall be solely responsible for their work product, results, acts, or omissions. Agency is responsible for notifying its employees, subcontractors, and other persons providing services by or through Agency of Agency’s obligations under this Agreement, and the obligations under this Agreement shared with Agency by its employees, subcontractors, and other persons providing services. The breach of this Agreement by Agency or its employees, subcontractors, and other persons providing services may result in this Agreement’s termination, and may also subject Agency to civil or criminal sanctions.

• Agency Representations and Warranties. Agency makes these representations and warranties to Investorsloanservicing, knowing that Investorsloanservicing is relying upon them to enter into this Agreement.

• Existence and Power. If it is an entity, Agency is a validly formed and existing entity, in good standing under the laws of the state of its formation or incorporation. Agency has all licenses, authorizations, permits and approvals necessary to carry on its business as now being conducted in each state in which it does business if that state’s laws require that licensing or qualification, including being licensed as a title insurance and/or settlement agency in each state in which it does business. Agency has the full power and authority to sign, deliver, and perform under this Agreement.

• Authorization. If it is an entity, Agency’s executing, delivering, and performing this Agreement, and consummating the transactions it describes, have been duly and validly authorized.

• Executing Officer. The officer signing this Agreement on Agency’s behalf has the authority to bind the Agency to its terms.

• Binding Agreement. When the parties execute and deliver this Agreement, it shall be Agency’s valid and binding agreement, its terms enforceable except as limited by bankruptcy or other insolvency and creditors’ rights laws, and general principles of equity.

• Ordinary Course of Business. The transactions this Agreement describes are in the ordinary course of Agency’s business.

• Non-Contravention. Agency signing and delivering this Agreement and performing under its terms will not (i) violate Agency’s articles of incorporation, certificate of organization, bylaws, operating agreement, or other chartering or governing document if it is an entity, (ii) conflict with, or result in Agency’s breach of, any agreement to which it is a party or legal restriction by which it is bound, (iii) constitute a default of any order, judgment, or decree to which Agency or its property is subject, (iv) result in any applicable law or regulation’s violation, including the insurance code of any state, (v) impose a lien on any of Agency’s assets, or (vi) impair Investorsloanservicing’ ability to realize on the Services, or impair the Services’ value.

• No Litigation. There is no action, suit, or administrative proceeding or investigation pending or threatened against Agency that could draw into question the validity of this Agreement, the Services, or any action this Agreement contemplates.

• Government Authorization. Agency is licensed as a title insurance agency in each state in which it does business, and each state in which Investorsloanservicing wants Agency to provide Services. Other than this licensing, no consent, approval, authorization, or order of any court or governmental authority is required for Agency executing, delivering, and performing this Agreement, or if required, the consent, approval, authorization, or order is in effect.

• Accuracy. This Agreement’s statements and any information that Agency furnished relating to this Agreement, including the Agency Information Form, are true, correct, and accurate; do not contain any untrue statement of material fact; or do not fail to state a material fact necessary to make any statements not misleading.

• Compliance. Agency, and its personnel and contractors, have complied with the federal, state, and local laws and regulations that apply to Agency’s operations and their performing the sorts of Services this Agreement provides, including the insurance codes of each state in which Agency does business. Agency maintains a system or plan to assure continued compliance.

• Insurance. Agency has insurance coverage(s) necessary or appropriate to conduct its business, typical for persons in Agency’s business, and that covers the Services. Agency’s employees and contractors are all either covered by this insurance or carry their own insurance that covers Services and meet Investorsloanservicing’ requirements.

• Other Agency Performance Covenants.

• Performance Standard. Agency will diligently perform its duties under this Agreement, in an ethical, legal and professional manner, including in interactions with Investorsloanservicing, its employees, clients, counterparties, other vendors, and business partners. Agency shall at all times use its best efforts. Its performance shall be no less than in accordance with the generally accepted standards of service in the title insurance business. All title polices that Agency issues and provides to Investorsloanservicing or any Investorsloanservicing counterparty, and all related title searches that it relies upon for those title policies or provides to Investorsloanservicing under this Agreement shall be true, correct and accurate, and shall not contain any untrue statement of material fact or omit to state a material fact necessary to make any such statement not misleading.

• Obligation to Report. Agency is obligated to report any known or suspected breach of this Agreement to Investorsloanservicing. This applies whether the breach, suspected breach, or activity involves Agency, Investorsloanservicing, or another person. Agency shall report in writing any such breach to its Investorsloanservicing contact or any member of Investorsloanservicing senior management if the breach involves that contact. Agency shall cooperate fully with all any investigation of any such breach.

• Remediation. Should any circumstance reveal Agency’s material non-compliance with this Agreement or applicable laws or regulations, Investorsloanservicing will promptly notify Agency, and Agency will respond to Investorsloanservicing in writing within five (5) business days with Agency's plan to promptly eliminate or address the non-compliance. Agency shall eliminate the non-compliance in no less than fifteen (15) business days, unless the parties agree otherwise in writing.

• Privacy. Investorsloanservicing is subject to, and complies with, federal, state, local, and international laws, directives, and regulations governing the privacy, confidentiality, processing, and movement of its customers and other third parties’ nonpublic personal information (as defined in those laws, directives, and regulations). In providing the Services, Agency and its employees and contractors shall comply with all of these privacy standards.

• Workplace Behavior, Discrimination, and Harassment. Investorsloanservicing provides a workplace in which all people are treated with dignity and respect, and does not tolerate unlawful discrimination, harassment, or other unacceptable behavior in its workplace or towards its employees, counterparties, or contractors. Agency shall comply with all applicable workplace behavior laws, and shall not tolerate or permit harassment of any type which may be construed as unwanted, or may create a hostile or offensive work environment. This includes any conduct which could be deemed as threatening, abusive, demeaning, or abusive.

• Conflicts of Interests. Agency shall avoid any conflicts of interest with respect to the Services or in its relationships with Investorsloanservicing or its employees, counterparties, or contractors. Agency shall report in writing any potential conflict of interest to its Investorsloanservicing contact or any member of Investorsloanservicing senior management if the conflict involves that contact. Investorsloanservicing shall determine whether any such potential conflict of interests constitutes an actual conflict and communicate to Agency a final disposition of the matter. Examples of conflicts of interest include could be giving of gifts or entertainment, or use of information which could unduly and improperly influence the parties’ relationship.

• Honesty, Fair Dealing, Bribery and Anti-Corruption. Agency shall carry out its dealings with Investorsloanservicing with honesty. Agency shall not take unfair advantage of others through manipulation, concealment, abuse of confidential information, or any other unfair or deceptive acts or practices. Any attempt to use influence, quid pro quo, or promise of future rewards will be considered an unethical business practice, and a breach of this Agreement.

• Compliance Management. Several state and federal statutes and regulations govern Investorsloanservicing’ business, some of which impose obligations to oversee its third-party providers such as Agency, and provide information on those providers to regulators when requested. If Investorsloanservicing requests Agency to provide information on or documentation of Agency’s performance or compliance with applicable law and this Agreement, to a regulator, auditor, or any other independent reviewer, Agency shall comply with the request in a timely manner.

• Customer and Consumer Interactions. If Agency receives a complaint from a Investorsloanservicing customer or counterparty relating to a Investorsloanservicing transaction, Agency will notify Investorsloanservicing of the complaint no later than one (1) business day after it is received. This notice will go to the Investorsloanservicing vendor manager, with a copy as stated in the “Notice” section. Agency will cooperate with Investorsloanservicing in investigating and resolving any complaint, which includes providing any related information Investorsloanservicing requests.

• Record Keeping and Retention. Agency will keep a complete written record (hard copy or electronic) of its transaction(s) involving Investorsloanservicing. In doing so, Agency will comply with all record keeping and retention laws or regulations applicable to its business. Investorsloanservicing at all times may review and copy these records during business hours upon five (5) business days’ notice. If requested, Agency will cooperate and comply with an examination of these records by any Investorsloanservicing regulator, auditor, or other third party reviewer.

• Maintenance of Insurance. Agency shall maintain the insurance coverages required by Investorsloanservicing.

• Limited Agency. In any Investorsloanservicing transaction, Agency shall only act pursuant to authority that this Agreement grants or other written directive from Investorsloanservicing. Agency, its employees, agents, and contractors shall commit no fraud, omission, misrepresentation, negligence, or similar occurrence in providing the Services that would impair in any way the rights of Investorsloanservicing or its customers and counterparties, or violate applicable law.

• Legal Proceedings. If any legal or administrative proceeding relating to the Services is filed or threatened against Agency, Agency will notify Investorsloanservicing in writing, which notice must be received by Investorsloanservicing no less than three (3) business days after Agency is itself notified of the event or action in question.

• Notification of Material Changes. Agency will promptly notify Investorsloanservicing in writing of any changes that alters Agency’s affirmations in this Agreement or Agency’s ability to comply with this Agreement.

• Use of Investorsloanservicing Name in Marketing. Agency shall not use Investorsloanservicing’ name and reputation, or those of Investorsloanservicing’ Affiliates, in its marketing efforts without Investorsloanservicing’ written consent.

• Term and Termination.

• Single Transaction. If this Agreement is for a single file or account, this Agreement will terminate when the Services have been provided for the transaction in question and Agency has received its compensation. This Agreement’s termination shall not relieve either party of any obligation incurred prior to the termination date.

• Continuing Relationship. This Agreement will be in effect for twelve (12) months, from date of execution and shall automatically renew for another twelve (12) months, unless either party cancels this agreement. Termination shall not affect the parties’ obligations under this Agreement’s Sections on “Agency Representations and Warranties,” “Other Agency Performance Covenants,” and “Indemnification, all of which shall survive this Agreement’s termination

• Indemnification. Agency shall indemnify and defend Investorsloanservicing and its shareholders, partners, members, directors, officers, employees, agents, attorneys, accountants, consultants, investors, co-venturers, contractors, and other representatives (“Representatives”) and Affiliates against, and shall reimburse these Investorsloanservicing indemnitees for, any losses, damages, losses, assessments, liabilities, obligations, fines, penalties and other costs (including reasonable attorney’s fees), arising from (i) this Agreement’s breach by Agency or any of its Representatives or Affiliates, (ii) any inaccuracy in or breach of any of this Agreement’s representations or warranties, or (iii) the negligence or willful misconduct in performing the Services by Agency, its employees, or its contractors.

• Miscellaneous.

• Interpretation. In this Agreement, the following interpretation guidelines apply unless the context requires otherwise:

  • Words’ singular form shall include the plural, and vice versa.

  • Words of one gender shall include the other or no gender.

  • Words denoting individuals shall include entities, and vice versa.

  • The conjunction “or” means any one or more, in any combination, of all the specified items or matters listed.

  • The Parties are deemed to have acknowledged this Agreement’s statements and agreed to its terms.

  • References to a party include that party’s Representatives, Affiliates, successors, or assigns, unless the reference excludes successors or assigns.

  • Any reference to a Party acting shall include the Party having another person act on its behalf or having the Party cause the act indirectly.

  • Headings are for convenience only and shall not affect the Agreement’s meaning or interpretation.

  • References to a document, statute, or other writing include that writing’s amendment or restatement, and refers to its latest version unless the reference states otherwise.

  • Where an act, matter, or thing is to be done is a day other than a business day, it may be done on the immediately succeeding business day.

• Binding Effect. This Agreement both benefits and binds the parties and their respective successors and permitted assigns.

• Assignment. No party may assign its rights or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed. No assignment or delegation, in whole or in part, will release either party from any of its obligations pursuant to this Agreement.

• Waiver. In any one or more instances, a party’s failure or delay in insisting on strict compliance with this Agreement or exercising any right or remedy it provides, shall neither constitute a waiver of any of this Agreement’s rights, estop that party from later demanding full compliance with this Agreement’s terms, nor prevent the party from exercising any right or remedy in the future. An Agreement term may only be waived in a writing signed by the party against which the waiver is sought to be enforced.

• The Parties’ Relationship; Independent Contractor. This Agreement does not create a partnership, joint venture, or principal/agent relationship between the parties. Agency is an independent contractor, and has the sole right to supervise, manage, control and direct its employees, subcontractors and contractors. This Agreement may not be construed to limit in any way the rights of the parties to pursue, independently and in accordance with their respective management policies, any aspects of their respective businesses and operations.

• Severability. If any Agreement term is held to be illegal, invalid, or unenforceable under any present or future law, and if that holding does not materially and adversely affect the parties’ rights or obligations under this Agreement, then (i) that term will be deemed fully severable, (ii) this Agreement will be construed and enforced as if the term was never a part of this Agreement, (iii) this Agreement’s remaining terms will remain fully effective and unaffected by the severed term, and (iv) where necessary, the parties will negotiate in good faith to replace the severed term with a legal, valid, and enforceable term to fulfill as closely as possible the parties’ original intents and purposes.

• Rights and Remedies Not Exclusive. No right or remedy that this Agreement grants to a party excludes any other right or remedy. Each such right and remedy is cumulative and is added to any other right or remedy that this Agreement or applicable law grants..

• Notices. Every notice and other communication that this Agreement requires must be in writing. A party giving a Notice must deliver it by personal delivery, registered or certified mail with return receipt requested and postage prepaid, nationally recognized overnight courier, or e-mail. Each of these methods are considered a writing. Notice shall be deemed given on the following dates:

  • Personal delivery: on the date stated on a signed receipt.

  • Registered or certified mail: on the date stated on a signed receipt.

  • Courier: on the date stated on a signed receipt.

  • E-mail: the date and time sent, provided there is no “delivery failure notice".

  • Addressee rejects or refuses to accept the Notice: on the rejection or refusal date.

  • Notice cannot be delivered due to an address change for which no Notice was given: on the attempted delivery date.

The Agency’s address for notices has been provided to Investorsloanservicing. Investorsloanservicing’ address for notices is:

1. Investorsloanservicing, Inc.
   45 North Station Plaza, Suite 400, Great Neck, NY 11021
   Attention: Allen Shayanfekr, CEO
   Email: allen@yopmail.com
   Tel: (212) 201-0750.

Notice that is received after 5:00 p.m. on a business day where the addressee is located, or on a day that is not a business day where the Addressee is located, is deemed received at 9:00 a.m. on the next business day where the addressee is located. A party must give Notice to the other party of any address change, for the change to be effective

• Governing Law. New York law governs this Agreement. Each party consents to personal jurisdiction over itself in state or federal courts serving Nassau County, Long Island, New York, and waives any claim or defense that these forums are not convenient or proper. The parties further waive all right to a jury trial in any legal action relating to this Agreement.

• Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed an original, but all of which shall constitute a single instrument. If executed in counterparts, no party will be bound until all parties have signed the Agreement and all parties have received a fully executed Agreement.

• Electronic Communications, Documents, and Signatures. The Parties may communicate electronically to the extent permitted by, or not inconsistent with, this Agreement and applicable law. All communications, including notices, and all contracts (including this Agreement) may be created, signed, and delivered electronically. To be used as this Subsection describes, the electronic transmission used must create a record that all parties may retain, retrieve, and review, and that all parties may directly reproduce in paper form. Electronic copies shall constitute enforceable original documents.

• Entire Agreement. This Agreement supersedes the parties’ prior discussions and agreements. It fully sets forth all of the parties’ agreements and understandings with respect to its subject matter.

• Amendment. No amendment, rescission, or termination of this Agreement or any of its terms will be valid unless in a writing identified as an amendment, rescission, or termination and signed by the parties.

• Conflicts. If there is any conflict between any pre-printed terms contained in Investorsloanservicing’ purchase orders, acknowledgments or other forms or in Agency’s invoices, and this Agreement’s terms, this Agreement will prevail.

This agreement has been signed on the parties behalf as of the dates set forth below.

By:

Name: John Doe

Vendor Name: ABC, LLC

Date Signed: 05/01/2024

IP: 10.0.0.103