Banking Agreement

BANKING AGREEMENT

This Banking Agreement (the Agreement) is made and entered into as of (Effective Date) by and between Bank Name: with its principal place of business at Bank Address: and Client Name: with mailing address Client Address: . The Bank and the Client are referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, the Client desires to establish one or more deposit accounts and obtain ancillary banking services from the Bank on the terms set forth in this Agreement; and

WHEREAS, the Bank is a duly organized financial institution authorized to accept deposits and to provide the services described in this Agreement and is willing to provide such services to the Client subject to the terms and conditions set forth below; and

WHEREAS, the Parties intend that this Agreement establish the respective rights, duties, and obligations of the Parties with respect to accounts, deposits, withdrawals, electronic transfers, fees, setoff and security interests, and related services.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Account" means any deposit account established by the Client with the Bank; "Authorized Signatory" means any person authorized by the Client to act on its behalf with respect to an Account; "Business Day" means any day on which the Bank is open for substantially all banking functions.

2. ACCOUNT OPENING AND OPERATION

2.1 Account Establishment. The Client shall open Accounts by completing the Bank's account opening documentation and providing identification and other information reasonably requested by the Bank. Account Number: . The Bank reserves the right to refuse to open an Account for any lawful reason.

2.2 Authority and Signatories. The Client shall provide the Bank with a written authorization identifying Authorized Signatories and specimen signatures. The Bank may rely upon any signature or instruction that conforms with such authorization until the Bank receives and has a reasonable opportunity to act upon written notice of revocation or change.

3. DEPOSITS, WITHDRAWALS AND TRANSFERS

3.1 Acceptance of Deposits. The Bank may accept deposits by cash, check, electronic transfer, or other instruments at its discretion. Deposits are subject to final verification and collection. The Bank may place holds on deposited items in accordance with its funds availability policies.

3.2 Withdrawals and Transfer Instructions. Withdrawals or transfers from an Account shall be made upon receipt of properly authorized instructions. The Bank shall have no obligation to investigate the authority of any person presenting such instructions except as required by applicable law. The Bank may set limits on the amounts and frequency of withdrawals.

4. INTEREST, FEES AND CHARGES

4.1 Interest. Interest, if any, shall be paid on such Accounts and at such rates as the Bank may from time to time determine and disclose to the Client. Interest rates may be adjusted by the Bank upon notice as provided in the Notices section.

4.2 Fees and Charges. The Client shall pay fees for account maintenance, transaction processing, returned items, wire transfers, and other services as set forth in the Bank's fee schedule provided to the Client. The Bank may debit fees from any Account without prior consent for each billing period.

5. REPRESENTATIONS AND WARRANTIES

The Client represents and warrants to the Bank that: (a) it is duly organized and in good standing under the laws of its jurisdiction; (b) the execution and performance of this Agreement have been duly authorized; (c) all information provided to the Bank is true, correct and complete; and (d) no authorization is required from any third party to enable the Client to enter into or perform this Agreement unless disclosed to the Bank in writing.

6. SETOFF, SECURITY INTEREST AND COLLECTION

6.1 Right of Setoff. To the extent permitted by law, the Bank shall have a general lien and right of setoff against all Accounts and balances of the Client for any and all obligations of the Client to the Bank, whether matured or unmatured, absolute or contingent. The Bank may exercise such right without notice to the Client unless notice is required by law.

6.2 Security Interest. The Client grants the Bank a security interest in and to all present and future Accounts, deposits, and related property to secure the Client's obligations to the Bank. The Client agrees to execute financing statements and other documents as the Bank may reasonably request to perfect its security interest.

7. CONFIDENTIALITY

The Bank will treat Client information as confidential and will not disclose such information except (a) to provide banking services, (b) as authorized by the Client, (c) to affiliates or service providers subject to confidentiality obligations, or (d) as required by law, court order or government regulation. The Client consents to disclosures necessary for anti-money laundering, sanctions screening, and regulatory compliance.

8. COMPLIANCE WITH LAWS

The Client shall comply with all applicable laws, regulations and sanctions regimes, including those relating to anti-money laundering, know-your-customer rules, and tax reporting. The Bank may refuse or delay a transaction if it reasonably believes the transaction would violate law or the Bank's policies.

9. NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), overnight courier, or other method agreed by the Parties, to the addresses set forth below or to such other address as a Party may designate by notice to the other Party in accordance with this section.

10. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11. ASSIGNMENT

The Bank may assign or transfer its rights and obligations under this Agreement in whole or in part without the Client's consent. The Client may not assign its rights or delegate obligations under this Agreement without the prior written consent of the Bank, which consent shall not be unreasonably withheld.

12. INDEMNIFICATION

The Client shall indemnify, defend and hold the Bank harmless from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Client's breach of this Agreement, the Client's negligence or willful misconduct, or the Client's failure to timely provide required instructions or information.

13. LIMITATION OF LIABILITY

Except for liability resulting from the Bank's gross negligence or willful misconduct, in no event shall the Bank be liable to the Client for indirect, incidental, special, consequential, or punitive damages, including lost profits, whether in contract, tort or otherwise, even if the Bank has been advised of the possibility of such damages.

14. TERMINATION

Either Party may terminate this Agreement upon written notice to the other Party. Termination shall not affect the Bank's rights with respect to claims arising prior to termination, including rights of setoff and security interests. The Client remains liable for obligations incurred prior to termination.

15. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

15.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

15.3 Entire Agreement. This Agreement, together with any account opening documents, fee schedules, disclosures, and schedules incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by facsimile or electronic image shall be effective as original signatures.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Any notices required by this Agreement shall be effective upon receipt. The Parties shall execute such further documents and take such further actions as may be reasonably required to give full effect to this Agreement.

AUTHORIZED SIGNATURES; ACKNOWLEDGMENTS

The undersigned represent and warrant that they are authorized to execute this Agreement on behalf of their respective Party and that by signing below the Party agrees to be bound by all terms and conditions contained herein.

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