CO-GUARANTY FOR IAQplus DEVICE KITS AGREEMENT
Agreement Number
This Guaranty (“Guaranty”) dated as of Month Day, Year (“Guaranty Date”) is from Guarantor Legal Name(“Guarantor”), a Michigan Professional Limited Liability Company with its principal place of business located at Street, City, State Postal, for the benefit of Customer’s Financing Collaborator (“Originator”).
Originator shall mean one or more financing collaborators working with IndividuALLytics to coordinate care management with Guarantor. IndividuALLytics is primary guarantor and grants a lien position to Originator on IAQplus Device Kits (“Product”). IndividuALLytics Product includes Home Based Health Monitoring Devices, Software, Support and Service with primary payment responsibility to the Originator. This Guaranty is limited to Guarantor’s Product used with their consented patients. IndividuALLytics and Guarantor will coordinate repurposing used Product to keep in care management use with an additional qualifying patient, which there are many additional qualifying patient candidates to support performing on financing.
Customer shall mean IndividuALLytics Inc. (“Customer” or “IndividuALLytics”), with its headquarters located at 330 East Liberty Rd., Ann Arbor, MI 48104, and correspondence address at 3765 Sancroft Ave., West Bloomfield, MI 48324.
Customer requests that Originator pay a supplier(s) for Product pursuant to which Customer agrees to certain terms and conditions in the above referenced agreement (“Agreement”).
The undersigned certifies to Originator as follows:
1. As additional inducement for Originator to enter into the Agreement with the Customer, the Guarantor unconditionally and absolutely, jointly and severally, guarantees that Customer will, fully and promptly, make all payments and meet all obligations required under the Agreement. This is a continuing Guaranty and shall not be revoked by Guarantor’s dissolution, merger, bankruptcy, incompetency or insolvency. Guarantor may not terminate or revoke this Guaranty without written notice to Originator, and this Guaranty shall continue in full force and effect with regard to all of Customer’s obligations arising prior to the date of such notice. Guarantor agrees that Originator may make changes, including compromise or settlement, with the Customer, and Guarantor waives all defenses and notice of those changes and Guarantor will remain irrevocably responsible for the payment and obligations of the Agreement. Originator does not have to notify Guarantor if the Customer is in default. If the Customer defaults, Guarantor will immediately pay all sums due and will perform all the obligations under the terms of the Agreement.
2. Guarantor certifies that the financial information Guarantor has given Originator is true, complete and accurate in all material respects. Within thirty (30) days of Originator’s request, Guarantor will deliver to Originator all requested information in order for Originator to determine Guarantor’s current financial condition. Guarantor warrants that Guarantor is authorized by law and by Guarantor’s formation documents to execute this Guaranty, and the officer, manager or partner signing the same warrants that they are authorized to so sign. Without Originator’s prior written consent, Guarantor will not transfer or allow Guarantor’s owners to transfer: (i) Guarantor’s obligations under this Guaranty; (ii) all or substantially all Guarantor’s assets; or (iii) any ownership interest in the Guarantor to any person or entity. This Guaranty shall be binding upon and inure to the benefit of the parties’ successors and assigns. Originator may assign this Guaranty without notice to Guarantor. Guarantor expressly consents to the laws and jurisdiction of the courts in New York and agrees to pay all costs, including attorneys’ fees (including any before or at trial, on any appeal and in any other proceeding), incurred in any dispute regarding or enforcement of this Guaranty and the Agreement. Guarantor consents to jurisdiction and venue of any state or federal court in Michigan and waive the defense of inconvenient forum. Guarantor and Originator each WAIVES ANY RIGHT TO TRIAL BY JURY in any action arising from or related to the Guaranty.
3. There shall be one original of this Guaranty and it shall be marked “Original”. To the extent that this Guaranty constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security interest may be created only in the Guaranty marked “Original.” At our option, a fax, scanned, or electronic version of this Guaranty with an authorized signature may be considered the original and will be binding on all parties for all purposes. Customer agrees that the electronic version of this Guaranty has been authenticated by Customer in accordance with applicable law and shall constitute the “Original” authoritative version of this Guaranty as referenced above and will be binding on all parties for all purposes; provided, however, that in the event that Originator prints on paper the authenticated electronic version of the Guaranty, the Customer agrees that such paper version that has been marked “Original” by Originator shall constitute the sole original authoritative version of this Guaranty.
4. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each customer and guarantor who opens an account. When you enter into a transaction with us, we ask for your business name, address and other information that will allow us to identify you. We may also ask to see other documents that substantiate your business identity.
ACCEPTED AND AGREED:
By signing below, Guarantor certifies that Guarantor has reviewed and does agree to all terms and conditions of this Guaranty. THIS GUARANTY HAS BEEN DULY AUTHORIZED AND DULY EXECUTED BY THE GUARANTOR HERETO AND SHALL BE LEGALLY BINDING UPON GUARANTOR.
Guarantor Business Legal Name:
Guarantor Signature:
Guarantor Printed Name and Title and Date:
FED. TAX I.D. # _______________________ D&B # (IF KNOWN) ____________________________
CONTACT PERSON __________________E-MAILADDRESS_______________PHONE____________
TYPE OF BUSINESS ____ Corporation ____ Proprietorship ____ Partnership
STATE OF INCORPORATION ____ MICHIGAN ____ OTHER STATE ______________________
# OF YEARS IN BUSINESS UNDER CURRENT OWNERSHIP ____ YEARS
# OF EMPLOYEES _______
DESCRIPTION OF BUSINESS ____ Medical Practice ____ Other ______________________
PHYSICAL CLINIC ADDRESS(ES) (IF DIFFERENT FROM ABOVE) CITY STATE ZIP ___________________________________
PRESENT BANK OF GUARANTOR, CITY, STATE, PHONE _____________________________________________________
PRESENT BANK ACCOUNT # ________________________
BANK RESPRESENTATIVE NAME ______________________
VENDOR TRADE REFERENCE NAME __________________________
ADDRESS _________________________________
VENDOR REPRESENTATIVE NAME AND PHONE/EMAIL _____________________________________________________
Each individual signing above certifies that the information provided in this credit application is accurate and complete. Each individual signing above authorizes Originator, Customer or funding source which may be utilized (collectively referred to as “Lenders”) to obtain information from the references listed below and obtain a consumer credit report that will be ongoing and relate not only to the evaluation and/or extension of the business credit requested, but also for purposes of reviewing the account, increasing the credit line on the account (if applicable), taking collection action on the account, and for any other legitimate purpose associated with the account as may be needed from time to time. Each individual signing above further waives any right or claim which such individual would otherwise have under the Fair Credit Reporting Act in the absence of this continuing consent
ECOA NOTICE (TO BE RETAINED BY GUARANTOR) Thank you for your business credit application. We will review it carefully and get back to you promptly. If your application for business credit is denied, you have the right to a written statement of the specific reasons for the denial. To obtain that statement, please contact Originator within 60 days from the date that you are notified of our decision. Originator will send you a written statement of the reasons for the denial within 30 days of your request for the statement. NOTICE: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract), because all or part of the applicant’s income derives from any public assistance program; or because the applicant has, in good faith, exercised any right under the Consumer Credit Protection Act. The federal agency that administers our compliance with this law is the Office of the Comptroller of the Currency, Equal Credit Opportunity, Washington, DC 20219