Banking Services Agreement

BANKING SERVICES AGREEMENT

This Banking Services Agreement ("Agreement") is made and entered into as of by and between Bank Name: ("Bank") and Client Name: ("Client").

Bank Contact Information

Client Information

Individual Corporation LLC Partnership Other:

Recitals and Definitions

The parties intend that Bank provide the banking and payment services described in this Agreement and Client will engage Bank to provide such services subject to the terms and conditions herein. Defined terms used in this Agreement shall have the meanings set forth in the text of this Agreement or, if capitalized and not defined, shall have their ordinary commercial meanings.

Services

Bank shall provide the following services as elected by Client. Client authorizes Bank to provide any and all selected services in accordance with the terms of this Agreement.

Account maintenance and statements
Deposit processing
Wire transfer services
ACH origination and processing
Online banking / mobile access
Merchant card processing
Cash management / sweep accounts
Lockbox services
Other:

Fees, Charges and Payment

Client shall pay Bank fees in accordance with Bank's fee schedule as set forth below and as amended from time to time in accordance with this Agreement. All fees are non-refundable unless expressly agreed in writing by Bank.

Payment terms: Bank may debit fees from any Account of Client without prior notice. Past due amounts will accrue a late fee equal to the lesser of 1.5% per month or the maximum permitted by applicable law. Client shall reimburse Bank for expenses, including reasonable attorneys' fees, incurred in collecting any past due amounts.

Accounts, Deposits and Withdrawals

Client will open and maintain account(s) as required by Bank. Bank's acceptance of deposits and execution of withdrawals are subject to Bank's standard funds availability, verification and hold policies. Client acknowledges that Bank may require verification of any deposit prior to crediting Client's accounts.

Electronic Services and Security

Client authorizes Bank to provide electronic access and transaction services subject to Bank's security procedures. Client is responsible for protecting access credentials and authorizes Bank to act on instructions authenticated under Bank's security procedures. Bank's security procedures are commercially reasonable and may be relied upon by Bank to the extent permitted by law.

Wires, ACH and Payment Orders

Bank will process wire transfers, ACH entries and other payment orders in accordance with Bank's operating rules and the instructions received. Bank may rely on identifying numbers provided with payment instructions and shall have no liability for acting on instructions that reasonably appear to come from Client or an authorized signer.

Representations, Warranties and Covenants

Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement, that execution and performance will not violate any law or agreement, and that all information provided to the other party is true and correct. Client covenants to maintain accurate account information and to promptly notify Bank of any change in authorized signatories or material changes to Client's organization or financial condition.

Liability, Indemnification and Limitation of Remedies

Except as otherwise provided by statute or this Agreement, neither party shall be liable to the other for consequential, punitive, incidental, or special damages. Client shall indemnify and hold Bank harmless from claims, losses and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, negligence, willful misconduct, or failure to follow Bank's procedures.

Confidentiality and Data Protection

Each party shall protect the confidentiality of non-public information received from the other party and shall use such information solely for performance under this Agreement. Bank may disclose Client information if required by law, regulation, or supervisory authority, or pursuant to customary arrangements with service providers, provided such disclosures are made in accordance with applicable law.

Term, Amendment and Termination

This Agreement shall continue in effect until terminated by either party upon thirty (30) days' prior written notice, subject to Bank's right to suspend services immediately for cause. Bank may amend fees, procedures or terms upon notice to Client in accordance with Bank's policies; continued use of services after notice constitutes acceptance of amendments.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address for each party set forth below or to such other address as either party may designate by notice. Notices shall be effective upon receipt.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state specified below, without regard to conflict of law principles. The parties agree to submit disputes arising under this Agreement to the exclusive jurisdiction of the state and federal courts located in the specified state unless the parties mutually agree to arbitration in writing.

Force Majeure; Assignment; Severability

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control. Client may not assign this Agreement without Bank's prior written consent. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Miscellaneous

The parties acknowledge that this Agreement, together with any schedules or service agreements incorporated by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by both parties.

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