This Agreement is entered into as of the received date posted above between Open Access Capital (Company) and ­­­­­­­­­­­­­­­­­­­­­­­­­Authorized representative of business indicated in the fields above (ISO). By signing this form you attest to the fact that you are indeed the authorized representative of said company and are the proper contact point for submissions/collections/commissions.


  1. Independent ISO.  Subject to the terms and conditions of this Agreement, the Company hereby engages the ISO as an independent ISO to perform the services set forth herein, and the ISO hereby accepts such engagement.


  1. Duties, Term, and Compensation.  The ISO’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the ISO and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the ISO and agreed to by the Company, and which collectively are hereby incorporated by reference.


  1. Expenses. All ISO expenses will be paid by the ISO, with no reimbursement from Open Access Capital. 


  1. Written Reports. Open Access Capital will keep their own records of current referrals in process and will provide timely updates on the status of the referrals to the ISO.   


  1. Confidentiality. The ISO acknowledges that during the engagement will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The ISO further agrees that will not disclose retention as an independent ISO or the terms of this Agreement to any person without the prior written consent of the Company and shall at all times preserve the confidential nature of relationship to the Company and of the services hereunder. The Company also agree to keep the nature of the business about the ISO confidential as well, only to be shared on a as needed basis and with consent of the ISO.


  1. Conflicts of Interest; Non-hire Provision.  The ISO represents that is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the ISO and any third party.  Further, the ISO, in rendering duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which does not have a proprietary interest.  During the term of this agreement, the ISO shall devote as much of productive time, energy and abilities to the performance of duties hereunder as is necessary to perform the required duties in a timely and productive manner.  The ISO is expressly free to perform services for other parties while performing services for the Company.  For a period of six months following any termination, the ISO and Company shall not, directly or indirectly hire, solicit, or encourage leaving the either company’s employment, any employee, consultant, or hiring any such employee, consultant, or ISO who has left either company’s employment or contractual engagement within one year of such employment or engagement.


  1. Right to Injunction.  The parties hereto acknowledge that the services to be rendered by the ISO under this Agreement and the rights and privileges granted to the Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the ISO of any of the provisions of this Agreement will cause the Company irreparable injury and damage.  The ISO expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the ISO.  Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise.  The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.


  1. Merger.  This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.


  1. Termination.  The Company and ISO may terminate this Agreement at any time. In addition, if the ISO or Company is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconduct in connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at any time may terminate the engagement of the ISO immediately and without prior written notice to the ISO.


  1. Independent ISO.  This Agreement shall not render the ISO an employee, partner, agent of, or joint venture with the Company for any purpose.  The ISO is and will remain an independent ISO in relationship to the Company.  The Company shall not be responsible for withholding taxes with respect to the ISO’s compensation hereunder.  The ISO shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.


  1. Successors and Assigns.  All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.


  1. Choice of Law.  The laws of the state of California shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.


  1. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in Court in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.


  1. Headings.  Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.


  1. Waiver.  Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.


  1. Assignment.  The ISO shall not assign any of rights under this Agreement, or delegate the performance of any of duties hereunder, without the prior written consent of the Company.


  1. Notices.  Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested.  If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service.  If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:


If to the ISO:                     (WEBFORM)               


If to the Company:            Open Access Capital

      123 Camino De La Reina, #101

      San Diego, CA 92108


Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.


  1. Modification or Amendment.  No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.


  1. Entire Understanding.  This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.


  1. Unenforceability of Provisions.  If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.


IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above.  The parties hereto agree that facsimile signatures shall be as effective as if originals.





DUTIES:          The ISO will refer customers to Open Access Capital. There is no time constraint or minimum or maximum referrals for any length of time. The referrals given will be complete at the discretion of the ISO. 


TERM:            This engagement shall commence upon execution of this Agreement and shall continue in full force and effect indefinite amount of time. The agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this agreement.

Schedule B



Working Capital**:


ISO will receive a 60% commission on all working capital deals that are executed through partners and up to 15pts for in house approvals generated through this agreement




** All payouts are subject to a 30 day claw back period.


Limitation of Agreement:


 Working Capital Payouts can change from program to program and they can change pay out points. We will notify you upon approval of each individual deal what the payout points will be. 

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