Business Application for Citizens B&A

BUSINESS APPLICATION FOR CITIZENS B&A

This Business Application and Service Agreement (the Agreement) is submitted by Applicant to Citizens B&A for the purpose of requesting commercial services and establishing a contractual relationship governed by the terms below. Applicant information and representations provided in this application will form the basis for Citizens B&A's review and may be incorporated into a definitive agreement upon acceptance.

Applicant Identification

Applicant Name:

Recitals

WHEREAS, Applicant is engaged in lawful business operations under the name and seeks to obtain products or services from Citizens B&A in accordance with the terms set forth herein;

WHEREAS, Citizens B&A is willing to consider the Application and to provide commercial services and credit accommodations on the terms and conditions set forth in this Agreement upon approval by Citizens B&A's authorized representative;

WHEREAS, the parties intend that this Application, together with accepted terms and schedules, shall constitute a binding agreement when executed by authorized representatives of both parties.

Scope of Work

Applicant requests that Citizens B&A perform or provide the services described below. Applicant acknowledges that the description must be sufficiently specific to govern performance and fees.

Payment Terms

Applicant agrees to pay Citizens B&A for services in accordance with the following terms. All amounts are due in lawful currency of the United States unless otherwise agreed in writing.

All payments not received when due shall bear interest at the rate specified above and Applicant shall also be responsible for reasonable collection costs, including attorneys' fees, arising from nonpayment.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination shall not relieve Applicant of obligations to pay for services performed or costs incurred prior to termination.

Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) in connection with this Agreement (Confidential Information). Confidential Information excludes information that is or becomes generally available to the public through no fault of the Receiving Party, is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or is rightfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality. The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information except to employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon written request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

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 law principles. The parties agree that venue for any dispute shall be in the state or federal courts located in that state unless otherwise agreed in writing.

Entire Agreement

This Application and any schedules or exhibits attached hereto constitute the entire agreement between Applicant and Citizens B&A with respect to the subject matter hereof and supersede all prior discussions, proposals, and agreements, whether written or oral. No modification of this Agreement will be effective unless executed in writing by authorized representatives of both parties.

Representations and Certifications

Applicant represents and warrants that all information provided in this Application is true, complete, and accurate, that Applicant has the full right, power and authority to enter into and perform this Agreement, and that execution and performance will not violate any other agreement or applicable law. Applicant authorizes Citizens B&A to verify the information provided and to obtain credit and business references as reasonably necessary to evaluate the Application.

Additional Information

Certification

By signing below, Applicant certifies under penalty of perjury that the information provided in this Application is true, accurate, and complete, that Applicant is authorized to enter into this Agreement on behalf of the Applicant entity, and that Applicant accepts and agrees to be bound by the terms and conditions set forth in this Application and any accepted schedules.

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