Question and answer · informational

Which clauses should I read twice before signing?

Ten provisions decide what happens when something goes wrong. They are all in the second half of the document, where attention has run out.

Drafted with AI assistance. Not yet independently checked. Nobody has verified the claims on this page against a source, so treat the figures and legal points as a starting point rather than as settled, and confirm anything you are about to act on. How we check things.

Which clauses should I read twice in a business funding contract?

The clauses that matter most are the ones about default rather than payment: what counts as an event of default, acceleration, cross-default and anti-stacking, the scope of the lien, the difference between a personal guarantee and a validity guarantee, the ACH authorisation, the reconciliation mechanism on percentage-based products, dispute terms including arbitration and venue, and the integration clause that erases every promise made verbally. Read the second half of the document, and get any promised change written into it.

The ten

1. Events of default.Read the whole list. It goes far beyond missing a payment: breach of any covenant, a material adverse change, another financing taken without consent, closing for a period, changing your bank account, a judgment against you, or anything the funder deems to impair collection. Broad, subjective triggers are the ones to question.
2. Acceleration and default charges.What becomes payable immediately on default — often the entire uncollected amount including unearned cost, plus default interest, late fees, NSF fees and collection costs.
3. Cross-default and anti-stacking.A default on one agreement triggering default on another, and a prohibition on taking further financing. Check whether the anti-stacking wording is drafted so broadly that ordinary trade credit, an equipment lease or a card facility would breach it.
4. Lien scope.Whether the UCC-1 covers specific collateral or is a blanket lien over all present and after-acquired assets. A blanket filing affects your ability to finance anything else, and it is the most common reason a later application fails.
5. Guarantees.A personal guarantee makes you liable for the debt. A validity guarantee is narrower — it makes you personally liable if the information you gave was false or if you interfere with collection — but the events that trigger it are wider than people expect. Know which you signed, and whether it is capped.
6. The ACH authorisation.How much can be debited, from which accounts, and whether the authorisation extends to any account you hold at any institution. Also how it can be revoked, and what revoking it constitutes under the agreement.
7. The reconciliation clause, on percentage-of-receipts products. Whether adjustment when revenue falls is mandatory or at the funder's discretion, what you have to submit to request it, and how often you may ask. On a product sold as "you pay a percentage of sales", a discretionary reconciliation is the difference between the product you were described and a fixed daily debit.
8. Dispute terms.Mandatory arbitration, class action waiver, jury trial waiver, choice of law and venue — often a state you have never traded in. Also attorney's fees, which in many agreements run one way only.
9. Confession of judgment.Where present, it permits judgment to be entered against you without a hearing. New York restricted its procedure in 2019 so that an affidavit of confession can generally be entered only against a party who resided in the state when it was signed, and the practice varies elsewhere. Check the current text of the law in the governing state, and treat this clause as a reason for legal advice before signing.
10. The integration clause.A short paragraph saying the written agreement is the entire agreement and supersedes anything said beforehand. This is the one that quietly erases every reassurance you were given on the phone. If something matters to you, it goes in the document or it does not exist.

Illustrative only — what acceleration actually demands

Clause two is abstract until you put the numbers in, and the numbers are the reason it is second on the list.

Illustrative only —a $50,000 advance at a 1.45 factor, so the purchased amount is $72,500. You have delivered $30,000 when a default is declared — say, a covenant breach rather than a missed payment.

Acceleration in most of these agreements makes the entire uncollected amount payable at once. That is $42,500, immediately.

Now compare it with the cash position. Of the $50,000 you received, $30,000 has gone back, so $20,000 of the original cash is still with you. The demand is $42,500. The $22,500 gap is unearned cost that has been brought forward and is now due in full, in a week where by definition something has gone wrong.

Then add the accessories. A $2,500 default charge and four returned-item fees at $35 brings the demand to $45,140. A one-way attorney's fee provision at 25% adds $11,285, for $56,425 on a deal where you received $50,000 and had already delivered $30,000.

Every figure there is chosen for the example. The structure is not: acceleration plus unearned cost plus default charges plus one-way fees is a standard stack, and clause two is where you find out whether your agreement discounts the unearned portion on acceleration. Most do not. Ask.

Two more to check

Assignment.Your agreement can usually be sold, so the party collecting from you next year may not be the one that funded you.
Notices.Where formal notice must be sent, and in what form. A notice emailed to a salesperson is often not notice at all, which matters at exactly the moment you need it to count.

How to read it in twenty minutes

Skip to the second half. Search for "default", "guarant", "waive", "sole discretion", "any and all", "immediately due" and "arbitration", and read every paragraph they appear in. That finds nine of the ten above.

Then write down every promise made to you verbally and check each one appears in the text. On anything large, secured or personally guaranteed, have a lawyer read it: an hour of review costs little against a blanket lien or a venue clause on the other side of the country.

What each search term turns up

The twenty-minute method works better when you know what you are looking at.

"default"finds the events list, acceleration, and usually cross-default. Read every paragraph, not the heading.
"guarant"catches both guarantee and guarantor, and it is the only reliable way to find a validity guarantee tucked into a separate signature page.
"waive"finds the jury waiver, the class waiver, and — more useful — waivers of notice, of hearing, and of defences you would not know you had.
"sole discretion"and "deems" find every place the other side gets to decide something unilaterally. Reconciliation, insecurity, material adverse change and reserve-setting all hide behind those two phrases.
"any and all"finds the scope of the lien and the scope of the ACH authorisation, which are the two clauses whose breadth matters most.
"immediately due"finds acceleration wherever it has been drafted without the word default nearby.
"arbitration", "venue" and "governing law" find the dispute block, which should be read as one thing rather than three.

Add "survive" to that list. It tells you which obligations outlive the agreement, and the answer is usually the guarantee, the dispute terms and the confidentiality provision — precisely the ones that matter after the money is repaid.

Before you sign, three things to do with the document

Print it, or at least read it outside the signing platform, because the second half is where the important clauses live and an e-signature flow is designed to move you past it.

Put every verbal promise in a numbered list and tick each one off against the text. The ones that are missing are the subject of your last email before signature.

And date-stamp the version you read. Documents get re-sent. The one you signed should be the one you reviewed, and comparing two PDFs takes a minute when you have both.

Where this applies

Related questions

Which clauses should I read twice in a business funding contract?

The clauses that matter most are the ones about default rather than payment: what counts as an event of default, acceleration, cross-default and anti-stacking, the scope of the lien, the difference between a personal guarantee and a validity guarantee, the ACH authorisation, the reconciliation mechanism on percentage-based products, dispute terms including arbitration and venue, and the integration clause that erases every promise made verbally. Read the second half of the document, and get any promised change written into it.

Which funding products does this apply to?

Merchant Cash Advance, Working Capital, Term Loan, Business Line of Credit, Equipment Financing, Revenue-Based Financing. Each has its own page listing the funders in this directory that offer it and what each one publishes about its terms.

Are the figures here quotes?

No. Every worked example is labelled illustrative and exists to show the arithmetic. What a particular lender charges is on that lender's page, where it publishes it at all.

Who writes this?

The Find Me Funders research desk. Some drafting is AI-assisted, and every page that is says so at the top, including whether a person has checked its claims yet.

How do I know a figure here is right?

Where a page carries the green notice, its claims were checked against the sources listed at the end and a reviewer is named. Where it carries the amber one, nobody has verified it yet and you should confirm anything you plan to act on.

Are the examples real deals?

No. Every worked example is labelled illustrative and exists to show the arithmetic. What any particular lender charges is on that lender's page, where it publishes it.

Why do you never say what a typical rate is?

Because we cannot source it. A market average assembled from lenders who do not publish prices is a guess with a decimal point on it. Where a lender publishes a figure, we show that figure and say where it came from.

Is this financial or legal advice?

No. It is general information about how these products work. Outcomes depend on your contract and your state, and a lawyer or accountant licensed where you are is the person to ask about your situation.

Can I reuse this content?

Quote a paragraph with a link back. Do not republish whole articles.

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