Business BTC Document

BUSINESS BTC AGREEMENT

This Business BTC Agreement ("Agreement") is entered into as of between:

RECITALS

WHEREAS, Provider is engaged in the business of facilitating the exchange, custody, and settlement of bitcoin (BTC) and related services, and holds the necessary operational controls and technical capability to execute BTC transactions on behalf of business counterparties; and

WHEREAS, Client desires to engage Provider to perform BTC-related services as set forth herein and Provider is willing to provide such services subject to the terms and conditions of this Agreement.

WHEREAS, the parties intend by this Agreement to allocate the responsibilities, payment terms, confidentiality obligations, and risk allocation associated with BTC transactions between them.

DEFINITIONS

For purposes of this Agreement: "BTC" means bitcoin as referenced by the market generally; "Settlement" means final transfer of BTC or fiat consideration to the receiving party's designated address or account; "Exchange Rate" means the rate of conversion between BTC and U.S. dollars determined in accordance with the Exchange Rate clause below; "Confidential Information" is defined in the Confidentiality section.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the total fee of USD (or the USD-equivalent) which corresponds to BTC at settlement.

Exchange Rate clause: Unless otherwise agreed in writing, the BTC-to-USD exchange rate for each Settlement shall be the mid-market rate observed at the time of Settlement as mutually documented by the parties in writing or by reference to the rate agreed in the applicable trade confirmation. The parties acknowledge that Provider may require conversion or settlement procedures to effect the payment and that the actual BTC delivered may reflect conversion spreads and network fees.

Late payment: Payments not received by Provider within days of the due date shall accrue a late fee of % per month on the overdue USD-equivalent balance, compounded monthly, plus reasonable costs of collection.

Wire transfer    BTC transfer    Other (specify)

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach, insolvency, unlawful activity, or repeated failure to perform. Termination does not relieve Client of obligations accrued prior to termination, including payment for Services rendered and costs reasonably incurred.

CONFIDENTIALITY

Each party shall maintain in strict confidence all Confidential Information of the other party disclosed in connection with this Agreement and shall not disclose such information to any third party except to its employees, advisors, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is (a) publicly known other than by breach of this Agreement, (b) rightfully received from a third party without obligation of confidentiality, or (c) independently developed without use of the disclosing party's Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information as directed.

COMPLIANCE, RISK, AND TAXES

Each party represents and warrants that it will comply with applicable laws and regulations, including anti-money laundering and sanctions laws. Client acknowledges the volatility, technical, and counterparty risks associated with BTC and agrees that Provider makes no representation or warranty as to future price movements or liquidity. Taxes arising from transactions under this Agreement are the responsibility of the party for whom the tax is imposed unless otherwise agreed in writing.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or failure to comply with law. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by the courts located in the chosen jurisdiction unless the parties mutually agree to arbitration in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications. No amendment or modification shall be effective unless made in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger, sale of assets, or change in control. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Client acknowledges that BTC is volatile, that transactions may be delayed or fail for technical reasons, and that Client bears the economic risk of price movements.

SIGNATURES

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