Factoring Referral Agreement

For the purposes of this agreement, the following terms shall have the meanings set forth below: 1.1 "Agreement" means this agreement and any exhibits, schedules, or amendments attached hereto. 1.2 "Company" means Bridge Fund, LLC, a Delaware limited liability company, together with its affiliates, subsidiaries, and successors. 1.3 "Effective Date" means the date on which this Agreement is executed by all parties or, if executed on different dates, the date of the last signature. 1.4 "Party" or "Parties" means the signatories to this Agreement, individually or collectively as the context requires. 1.5 "Services" means the tariff refund recovery, processing, and related services provided by the Company as described in this Agreement.

2.1 This agreement establishes the terms and conditions governing the relationship between the Parties with respect to tariff refund recovery services. 2.2 The Company specializes in identifying, processing, and recovering tariff refunds owed to importers by the United States Government pursuant to applicable customs laws and regulations. 2.3 The purpose of this Agreement is to set forth the rights, obligations, and responsibilities of each Party in connection with the recovery and distribution of tariff refunds.

3.1 Scope of Services. The Company agrees to provide the following services: • Analysis of import records to identify potential tariff refund claims • Preparation and filing of required documentation with U.S. Customs and Border Protection • Communication with government agencies on your behalf • Monitoring and tracking of claim status • Distribution of recovered funds in accordance with this Agreement 3.2 Limitations. The Company's services do not include legal representation in litigation matters, which may be referred to qualified legal counsel.

4.1 Processing Fee. You agree to pay a non-refundable processing fee of $199.00 upon execution of this Agreement. 4.2 Transaction Fee. Upon successful recovery of any tariff refund, the Company shall retain a transaction fee equal to seven percent (7%) of the gross refund amount. 4.3 Payment of Proceeds. Following receipt of refund proceeds and deduction of applicable fees, the Company shall remit the net proceeds to you within thirty (30) business days. 4.4 Fee Modifications. The Company reserves the right to modify fees upon thirty (30) days' written notice.

5.1 Term. This Agreement shall commence on the Effective Date and continue until all Services have been completed or the Agreement is terminated. 5.2 Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days' written notice. 5.3 Termination for Cause. Either Party may terminate immediately upon material breach by the other Party that remains uncured after fifteen (15) days' written notice. 5.4 Effect of Termination. Upon termination, you shall pay all fees and expenses incurred through the termination date.

6.1 Definition. "Confidential Information" means all non-public information disclosed by either Party, including business information, financial data, import records, and trade secrets. 6.2 Obligations. Each Party agrees to: (a) maintain the confidentiality of the other Party's Confidential Information; (b) use Confidential Information only for purposes of this Agreement; (c) not disclose Confidential Information to third parties except as necessary to perform under this Agreement. 6.3 Exceptions. Confidential Information does not include information that is publicly available or rightfully obtained from a third party without restriction.

7.1 By You. You agree to indemnify, defend, and hold harmless the Company from any claims, damages, losses, and expenses arising from: (a) your breach of this Agreement; (b) your violation of any law or regulation; (c) any misrepresentation in documentation you provide. 7.2 By Company. The Company agrees to indemnify, defend, and hold harmless you from any claims arising from the Company's gross negligence or willful misconduct in performing the Services. 7.3 Procedures. The indemnifying Party shall have control of the defense, and the indemnified Party shall provide reasonable cooperation.