Advertising Disclosure

This Advertising Agreement (“Agreement”) is made and effective September 29, 2020, by and
between Borrower, (“herein after called as Advertiser”) and TF Lending LLC, (“herein after called as
Agency”).
Legal Status and Business of Advertiser
The Borrower is a _________________ duly organized, validly existing, and in good standing under the
laws of the State of _________________. The Borrower has its principal office and place of business at
_________________, _________________, _________________ _________________. The Advertiser is in
the business of _________________ and in order to fully advertise such business desires to obtain the
assistance and representation of the TF Lending LLC.
Legal Status and Business of Agency
The Agency is a LLC duly organized under the laws of the State of Louisiana. The Agency has its principal
office and place of business at 6305 Elysian Fields Ave, Ste 405, New Orleans, Louisiana 70122. The TF
Lending LLC is in the business of assisting and representing its clients on advertising matters, including the
preparation of advertising material and the obtaining of media space or time to present such advertising. TF
Lending LLC provides advertising agency services for fee.
Borrower desires to engage TF Lending LLC to render, and TF Lending LLC desires to render to Borrower,
certain advertising agency services, all as set forth.
Products or Services to Be Advertised
The products or services which are to be advertised include: TF Lending provide a financial marketplace that
allows borrowers to find a match to their funding needs. Borrower information can be safely used to match
with several institutions that have direct business partnerships with TF Lending.
Appointment of Agency
Borrower agrees to retain and appoint the TF Lending LLC to represent Borrower in carrying out Borrower’s
advertising program, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties
hereto agree as follows:
1. Advertising
Services
TF Lending LLC agrees to act as Borrower’s advertising representative and to perform, upon authorization
by Borrower, any or all of the following services to the extent necessary to meet Borrower’s needs:
a. Study and analyze Borrower’s business and products or services and survey the market
therefore.
b.
c.
d.
e.
Develop an advertising program designed to meet Borrower’s needs and budgetary limitations.
Counsel Borrower on his overall merchandising program or make plans therefore.
Determine and analyze the effect of the advertising used.
Plan, create, write, and prepare layouts and the actual copy to be used in advertisements of all
types.
f.
g.
Analyze all advertising media to determine those which are most suitable for use by Borrower.
Make contracts with the advertising media for space or time and with others to effectuate the
advertising program and obtain the most favorable terms and rates available.
Check and follow up on all contracts with the various media for proper performance in the
best interests of the Advertiser, including the appearance, accuracy, date, time, position, size,
h.
Advertising Disclosure Agreement
extent, site, workmanship, and mechanical reproduction, as appropriate to the advertisements
used.
i. Negotiate, arrange, and contract for any special talent required and for all photography,
models, special effects, layouts, and art work, and for all printing, including any required
engravings, electrotypes, typography, and any other necessary technical material for use in
the advertising program.
j. Make timely payments to all persons or firms supplying goods or services in connection with
the advertising program.
k.
l.
Advise and bill Borrower for all remittances made by the Agency for the Advertiser’s account
and maintain complete and accurate books and records in this regard.
Cooperate with Borrower and Borrower’s other representatives with regard to achieving the
best possible tax advantages to Borrower with respect to advertising expenditures.
Insert the appropriate __________’s copyright notice on all advertising material prepared for
any publication.
m.
2. Products
TF Lending LLC’s engagement shall relate to the following products and services of Borrower: TF Lending
provide a financial marketplace that allows borrowers to find a match to their funding needs. Borrower
information can be safely used to match with several institutions that have direct business partnerships with
TF Lending
3. Prior Approval of
Advertiser
TF Lending LLC shall not incur any obligations or provide any services for Borrower’s account without first
obtaining written approval therefore from Borrower or any other person designated by Borrower in writing.
In order to obtain Borrower’s approval, TF Lending LLC shall submit written proposals to Borrower,
containing full descriptions of the proposed advertisements and estimates of the cost of the obligations or
services involved, including media costs, cost of preparation of the advertisements, costs of production, and
any additional costs, such as travel, mailing, postage, and similar items.
4. Exclusivity
Agency shall be the exclusive advertising agency in the U.S. for Borrower with respect to TF Lending
provide a financial marketplace that allows borrowers to find a match to their funding needs. Borrower
information can be safely used to match with several institutions that have direct business partnerships with
TF Lending.
5. Advertising Costs and
Expenditures
a.
b.
c.
d.
Borrower shall reimburse TF Lending LLC for all costs incurred and expenditures made on
behalf of Borrower for approved advertising, except as specifically provided herein and, in
addition, Borrower shall compensate TF Lending LLC for services rendered.
Borrower shall pay TF Lending LLC for its direct costs of mailing, packaging, shipping, taxes
and duties, and telephones and telegrams incurred by TF Lending LLC in connection with the
performance of this Agreement.
Borrower shall pay all of TF Lending LLC’s costs for any necessary traveling done on behalf
of Borrower. TF Lending LLC must secure Borrower’s approval prior to incurring any
expense for travel on behalf of Borrower.
In the event media or other charges increase or decline after TF Lending LLC has submitted
an estimate, Borrower shall pay for such increase or be given a credit for such reduction, as
the case may be.
6. Agency’s Compensation.
a. TF Lending LLC shall receive a commission of 0 of the gross charges made by the
advertising media for time or space used by Borrower, except with respect to outdoor
advertising for which TF Lending LLC’s commission shall be 0 of the gross charges.
TF Lending LLC shall receive a commission of 7 of the charges made by third parties with
whom TF Lending LLC has contracted for products or services which are to be used to
implement the advertising proposals approved by Borrower.
b.
c.
d.
For those items where TF Lending LLC is not compensated on a commission basis, Borrower
shall pay TF Lending LLC on an hourly basis for services provided hereunder.
In the event of special projects, TF Lending LLC shall prepare an estimate of total charges for
any such special project, including therein any charges for materials or services purchased
from outside sources. In the event that Borrower elects to proceed with the special project
based upon TF Lending LLC’s estimated cost, TF Lending LLC shall perform the services
with respect to such special project at its estimated cost, subject to modification as mutually
agreed by the parties.
e. Borrower shall not be obligated to reimburse TF Lending LLC for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless
expressly agreed by Borrower in advance.
7. Billing
a. TF Lending LLC shall bill Borrower in conformity with the standards recommended by the
American Association of Advertising Agencies and on TF Lending LLC’s standard forms.
TF Lending LLC shall bill Borrower from time to time as necessary to take advantage of cash
discounts provided by the media and other third-party suppliers. Bills estimating the costs
involved may be preliminarily used, but final, detailed bills, supported by invoices of charges
of third parties and showing all adjustments and credits, will be submitted to Borrower as
soon as available.
b.
c. TF Lending LLC’s bills shall indicate the amount of media commissions involved and the
adjustments thereof necessary to bring them into conformity with this Agreement. The
amount of cash discount allowed to TF Lending LLC by third-party suppliers will be credited
to Borrower provided that payment is made to TF Lending LLC in accordance with the
specific discount terms contained in TF Lending LLC’s bills to Borrower, and provided
further that the Advertiser is not in default in payment of any amounts due to TF Lending
LLC.
8. Indemnification and
Insurance
Borrower shall indemnify and hold the TF Lending LLC harmless from and against any and all claims,
liabilities, or damages arising from the preparation or presentations of any advertising covered by this
Agreement including the costs of litigation and counsel fees.
TF Lending LLC agrees to procure and maintain in force during the term of this Agreement, at TF Lending
LLC’s expense, an advertising agency liability policy or policies having a minimum limit of at least $0.00,
naming Borrower as an additional insured and loss payee under such policy or policies.
9. Term and Termination
The term of this Agreement shall commence on _________________ and shall continue in full force and
effect until terminated by either party upon at least 7 days prior written notice. The rights, duties and
obligations of the parties shall continue in full force during or following the period of the termination notice
until termination, including the ordering and billing of advertising in media whose closing dates follow then
such period. On receipt of notice of termination, TF Lending LLC shall not commence work on any new
advertisements, but it shall complete and place all advertisements previously approved by Borrower. All
other rights and duties of the parties shall continue during the notice period and Borrower shall be
responsible to TF Lending LLC for the payment of any contract obligation incurred with third parties during
this period.
In the event Borrower or TF Lending LLC desires to terminate all work in progress on
advertisements commenced before receipt of notice of termination, it may be so agreed upon the
parties’ mutual consent and determination of the compensation to be received by TF Lending LLC for
partially completed work.
10. Assignment of
Contracts
TF Lending LLC shall assign to Borrower all of its rights in contracts, agreements, arrangements, or other
transactions made with third parties for Borrower’s account, effective on the date of termination or on such
other date as may be agreed upon by the parties; and Borrower shall assume all obligations and hold TF
Lending LLC harmless from all liability there under. In the event any such contract is non-assignable and
consent to assignment is refused, or TF Lending LLC cannot obtain a release from its obligations, TF
Lending LLC shall continue performance thereof, and Borrower shall meet its obligations to the TF Lending
LLC as though this Agreement had not been terminated.
11. Disposition of Property and
Materials
All plans, preliminary outlines, sketches, copy, and all other property and materials which are produced by
reason of the terms of this Agreement shall be the property of the Advertiser as soon as payment has been
made therefore. Upon termination of this Agreement, all such property and materials shall be the property of
TF Lending LLC unless Borrower pays therefore in accordance with the terms of this Agreement even
though Borrower or another party has physical possession thereof.
12. Competitors
During the term of this Agreement, TF Lending LLC may accept employment from, render services to,
represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any
product or service directly or indirectly competitive with or similar to any product or service of Borrower
with respect to which the TF Lending LLC is providing any service pursuant to this Agreement.
13. Cost Estimates.
TF Lending LLC shall not commence work on any project pursuant to this Agreement without first
estimating costs for preparation, including copy, service, layout, art, engraving, typography, processing, and
paste up and production. After determining the estimated cost, completion of the work shall be subject to
Borrower’s prior approval.
14. Audit Rights.
TF Lending LLC agrees that following reasonable prior notice any and all contracts, agreements,
correspondence, books, accounts, and other information relating to Borrower’s business or this Agreement
shall be available for inspection by Borrower and Borrower’s outside accountants, at Borrower’s expense.
15. Ownership and Use
TF Lending LLC shall insure, to the fullest extent possible under law, that Borrower shall own any and all
right, title and interest in and to, including copyrights, trade secret, patent, and other intellectual property
rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by
TF Lending LLC or at TF Lending LLC’s direction for Borrower pursuant to this Agreement and utilized by
Borrower.
16. Default
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then
the other party may provide written notice of such default and if such default is not cured within 5 days of
the written notice, then the non-defaulting party may terminate this Agreement.
17. Force Majeure
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered
with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry
out its obligations gives the other party prompt written notice of such event, then the obligations of the party
invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure
shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or
any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism,
storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies,
insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures.
The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of
non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed
or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted,
or caused by such party, or its employees, officers, agents, or affiliates.
18. Arbitration
Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding
arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration
Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to
the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party
will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall
preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally
located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and
information in the possession of each party that are in any way relevant to the dispute shall be made
available to the other party for review and copying no later than 30 days after the notice of arbitration is
served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award
punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in
connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the
parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The
agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the
continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations
under this Contract.
19. Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter
hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
20. Legal Construction
In the event any one or more of the provisions contained in this Agreement shall for any reason be held
invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect
any other provision. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision
had never been contained in it.
21. Parties Bound
This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their
respective heirs, executors, administrators, legal representatives, successors and assigns as permitted by this
Agreement.
22. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the state of Louisiana.
23. Attorneys’ Fees
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the
prevailing party will be entitled to reasonable attorneys’ fees in addition to any other relief to which that
party may be entitled.
24. SIGNATORIES.
This Agreement shall be signed by _________________, _________________ on behalf of Borrower and
by Kevin Thomas, Principal on behalf of TF Lending LLC.

Advertising Disclosure