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Lender Master Agreement

The key terms every funder signs before a deal reaches their desk

Effective: September 28, 2026. Version: 2026.09.28.

Every capital partner (lender or funder) signs the Lender Master Agreement during partner onboarding, before any deal routes to their desk. It is the agreement our Terms of Service incorporate by reference for the commercial relationship between the platform and each capital partner, and it governs the commission schedule, deal exclusivity windows, data handling requirements, and the partner-side acceptable use policy. This page summarizes the key terms in plain language, drawn from the same commission schedule and exclusivity mechanics the platform runs on, so a funder can review the real terms before applying rather than after signing.

1. Commission schedule

We charge the Lender no subscription, no platform or access fee, no seat charge, no monthly minimum, and nothing for routed deal flow. Compensation comes in one of two ways depending on the product: a placement spread for the MCA family, or a referral fee or issuer bounty for SBA and business credit cards. New Matrix's transaction compensation is earned only after the applicable performance and profitability conditions are satisfied.

  • MCA: 1 to 3 points, standard 2.
  • MCA refinance: 1 to 2.5 points, standard 1.5.
  • Consolidation: 1 to 2.5 points, standard 1.5.
  • Term loans: 0.5 to 2 points, standard 1.
  • Lines of credit: 0.5 to 2 points, standard 1.
  • Equipment finance: 0.5 to 2.5 points, standard 1.25.
  • SBA 7(a) and 504: 0.5 to 2 percent of the funded amount, a regulated, lender-paid referral fee, never a spread on an SBA rate.
  • Business credit cards: a flat bounty of $50 to $200 per approved account, set and paid by the issuer, never a percentage of spend.

Our standard blended MCA-family spread runs 2 points, and no spread exceeds 3 points on any deal. The platform will not publish or book a rate above that ceiling, so no side letter raises it; changing it takes an amendment to the agreement, published with a new effective date and re-accepted before the next deal routes. The spread is the Lender-authorized difference between the Lender’s confidential buy rate and the presented rate the merchant accepts; it is part of the total the merchant already contracts to repay, not a separate charge. Funding records the spread without earning it. It is earned after the Lender confirms it has recouped its principal and met the performance and profitability threshold agreed for that deal, and the Lender then remits it on its ordinary commission run. It is never billed as a separate invoice against the Lender’s own margin. An SBA referral fee is lender-paid and invoiced per funded deal. If a deal defaults or is rescinded after our spread is earned, the Lender may claw back a pro-rata share of the points on written notice within ninety days of the event. A renewal or refinance earns a reduced spread of 1 to 2 points on the renewal amount. Where an independent sales organization sources a deal, its cut is a published share of our own points, up to 50 percent by default, paid out of our spread and never added on top of the Lender’s buy rate or the merchant’s price. A commission or spread may be disputed within thirty days of the funded date; we resolve disputes within ten business days.

The merchant pays a platform service fee on the same MCA-family products: 0.5 percent of the funded amount as standard, capped at 0.75 percent, and never charged on SBA loans or business credit cards. It is a success fee: nothing is charged before a deal funds, and we debit it from the merchant’s own business bank account by ACH after the Lender’s money lands there, under the merchant’s authorization, or invoice the merchant for it where that debit is not authorized. It is not billed to the Lender, is not netted out of what the Lender disburses, and does not change what the merchant contracts to repay the Lender.

2. Exclusivity and attribution

Every file we route opens a six-month Routing Claim Window on that merchant, held individually by the receiving lender and running from the date that lender received the file. Because a submission is disclosed to every active capital partner it matches, at once, the same merchant can carry several live windows at the same time, one per receiving lender, and one lender’s window never shortens or touches another’s. Inside its window, a lender may not fund that merchant, directly or through an Affiliate, outside our commission pipeline. An Affiliate is any entity the lender controls or is controlled by, any entity sharing a principal, officer, or underwriting capital with the lender, any joint-venture partner on funding deals, any white-label or trade-name brand the lender funds through, or any downstream funder the lender refers deals to for an economic interest. The lender discloses every Affiliate to us in writing within thirty days of it meeting that definition; an undisclosed Affiliate that funds a routed merchant during its window is treated as circumvention.

A confirmed circumvention funding event carries liquidated damages of twice the commission we would have earned had the deal routed through the platform, computed at the lender’s signed schedule or the standard product rate, applied to the amount actually disbursed. That is a pre-estimate of a real, hard-to-measure loss, not a penalty, and it attaches strictly to an actual funding event: a disclosure lapse on its own does not trigger it. Every document a lender downloads from a routed deal carries a watermark naming the receiving desk and the deal reference wherever the file can carry one; where it cannot, the manifest names it. Off-platform funding is monitored against public UCC and secretary-of-state filings with the lender’s consent, and every touch on a deal is logged. The protection runs both ways: the same audit trail a lender uses to prove its own conduct is the record of ours, and it never names another lender on a receipt scoped to a different desk. These obligations survive termination of the agreement through the end of the last open window, plus twelve months.

3. Data handling

A file only reaches a lender’s desk after the merchant authorizes the share by name, reading who receives it and that each recipient underwrites independently and we make no lending decision. It then goes to every box it fits on an active, onboarded desk holding the current agreements, at the same time, with no queue and no gatekeeper; the authorization and the full disclosed set are kept, so the merchant’s dashboard lists every desk that received the file and the lender’s side holds the routing receipt that let it open the file. What a lender receives is limited to what it needs to underwrite, fund, and service that specific deal: the merchant business profile, read-only bank evidence the merchant authorized (transaction-level feeds from Plaid and/or parsed statement rows; month-by-month and month-to-date deposits, debits, and balances; daily and weekly debit patterns and recurring MCA position signals; original statement PDFs; lender-saved annotated PDFs timestamped at save; post-funding monitoring snapshots when authorized), credit pull data, the business documents the merchant authorized the platform to release, EIN verification results, and any stipulation responses the merchant has uploaded.

A lender may use that data only to evaluate, underwrite, fund, service, and collect on the specific deal we routed to it, never to market other products to the merchant, seed third-party databases, or train a model exposed outside its own organization, and never to support a deal that did not route through us. It may not redistribute, syndicate, or aggregate the data with a third party, other than a regulator with lawful authority, its own auditors and counsel under written confidentiality, or a servicer or collector it retains under written terms at least as strict as its own. No file is bought from a data broker or rented onto a list; a merchant file we route is never routed twice through the same channel.

A routed merchant is reached through the platform, not by phone. The merchant consented to New Matrix contacting them about their own file; that consent does not name the lender, so we do not furnish the merchant’s telephone number on routed deals, and the lender agrees not to call or text a routed merchant outside the platform’s channels (the deal thread, stipulation requests, and calls the merchant schedules) during that merchant’s Routing Claim Window, unless the merchant gave the lender consent directly or the relationship predates the routing. This is also why nobody else is calling the merchants we send: a file that reaches a desk here has not been dialed by five other shops on the way.

Access is scoped to the desk the file was routed to: a lender opens the deals it is the named recipient of or holds a routed disclosure receipt on, never a competing lender’s file, rate, amount, or identity. On the lender’s own side, access is capped by five desk roles, owner through viewer, each limited to exactly what it can touch. A declined deal’s data is purged from the lender’s production systems within ninety days of the decline, subject to a legal hold, a direct relationship with the merchant outside our routing, or a compliance archive with access restricted to compliance personnel.

4. What New Matrix never does

  • We never require a lender’s desk to work exclusively with us. The exclusivity in this agreement runs the other way: it protects a specific routed merchant for its own window, and nothing here conditions a lender’s access on routing its other business through the platform.
  • We never work a lender’s book or backdoor its merchants. The same attribution audit trail a lender relies on to prove its own conduct during a Routing Claim Window is the record of ours.
  • We never keep an undisclosed spread. The lender authorizes the sell-rate ceiling we present to the merchant before we present it, and the terms shown on an offer a merchant accepts are the terms that govern that financing.
  • We never charge a lender for routed deal flow: no subscription, no platform fee, no seat charge, no monthly minimum. A deal that never funds costs the lender nothing.

5. Term and termination

Either party may end the agreement for convenience on thirty days’ written notice to the other party’s account address of record. Deals already routed to a lender at the effective date of termination stay governed by the agreement through final disposition, funded, declined, withdrawn, or expired, and through the commission and clawback windows that follow.

We may suspend a lender’s access immediately, without the notice period, for material breach, loss or suspension of a required state license, a pattern of regulator or Better Business Bureau complaints traceable to routed deals, a confirmed anti-stacking violation, a confirmed security incident the lender has failed to contain, or a pending regulatory action material to the lender’s ability to perform. A lender may terminate immediately if we breach a material term and fail to cure it within fourteen days of written notice.

Compensation on deals that reached funded status before termination stays payable under the agreement when it is earned, and the exclusivity and attribution obligations in section 2 survive termination through the end of the last open Routing Claim Window, plus twelve months.

The executed agreement is provided during partner onboarding. Request the current copy any time at info@newmatrix.capital.