Business IMCF Document

BUSINESS IMCF DOCUMENT

Effective Date:

PARTIES

Entity Type: C Corporation S Corporation LLC Other

RECITALS

WHEREAS, Company Name: is engaged in the business of providing specialized financial, custodial, and management services under the investment, management and custodial framework (IMCF) and desires to obtain services from Counterparty; and

WHEREAS, Counterparty Name: represents that it has the experience, personnel, and capability to perform the services described in this Agreement and agrees to provide such services on the terms set forth herein; and

WHEREAS, the parties wish to set forth the rights and obligations of each party with respect to services, payment, confidentiality, and governing law in a single integrated agreement.

SCOPE OF WORK

The Counterparty shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The services shall include, but not be limited to, the tasks set forth in this section and any exhibits attached and incorporated into this Agreement.

PAYMENT TERMS

Company shall pay Counterparty for services rendered as follows. Fees and schedules are exclusive of applicable taxes unless expressly stated otherwise.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, computed monthly, until paid. The parties acknowledge that recovery of collection costs, including reasonable attorneys' fees, shall be available to the prevailing party on any overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date and shall continue in effect until the End Date, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" means non-public information that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, should reasonably be understood to be confidential. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, agents, or subcontractors having a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least reasonable care to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination of this Agreement or upon written request, the Receiving Party shall return or destroy all Confidential Information as directed by the Disclosing Party, subject to retention of one copy to the extent required by law.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter hereof. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth in the Parties section or to such other address as either party may specify in writing.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the economic, legal and commercial objectives of the invalid provision.

Counterparts; Electronic Signatures: 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 transmitted by facsimile or electronic image shall be deemed to be original signatures for all purposes.

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