Business POF SYN

BUSINESS POF SYN AGREEMENT

Parties

Client Entity Type: Corporation LLC Individual Other

Provider Entity Type: Corporation LLC Individual Other

Recitals

WHEREAS, Client requires verification and synthesis of proof of funds and ancillary documentation to support commercial and transactional activities, and desires to retain Provider to prepare, consolidate and deliver Proof of Funds materials in accordance with the terms of this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, systems and authority necessary to assemble, verify, and compile fund documentation and to provide certification statements, subject to the limitations, disclosures and warranties set forth below;

WHEREAS, the parties wish to define their respective rights, duties and obligations regarding the services described herein effective as of (the Effective Date).

Scope of Work

Provider shall perform the following services (collectively, the Services):

Provider shall perform the Services in a professional and commercially reasonable manner, using qualified personnel and industry-standard procedures for verification and document synthesis. Provider will obtain Client's written consent prior to issuing any certification or representation to a third party that materially deviates from the materials provided by Client.

Payment Terms

Invoices are due and payable within days of receipt unless otherwise agreed in writing. Unpaid amounts shall accrue interest at the lesser of (a) the rate of % per month or (b) the maximum rate permitted by applicable law. Client shall reimburse Provider for reasonable out-of-pocket expenses pre-approved in writing.

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice. Termination shall not relieve Client of obligations to pay for Services performed or expenses incurred through the effective date of termination.

Upon termination, Provider will deliver to Client all completed work product and, at Client's direction, any work in progress. Any provisions that by their nature survive termination shall remain in effect, including confidentiality, indemnification and payment obligations.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other relating to business operations, financial status, accounts, client lists, proof of funds materials, account statements, verification procedures and other materials expressly designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use the Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or advisors 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 or becomes publicly available through no breach by the receiving party or that was rightfully in the receiving party's possession prior to disclosure.

If disclosure is compelled by law or valid process, the receiving party shall give prompt written notice to the disclosing party (to the extent permitted) and cooperate reasonably to limit the scope of disclosure and seek confidential treatment.

Representations, Warranties and Limitations

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Provider represents that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Client acknowledges that Provider's Services are limited to compiling and verifying documents based on materials and access provided by Client and that Provider is not providing legal, tax or investment advice. Provider is not liable for losses resulting from Client's use of compiled Proof of Funds materials with third parties beyond the representations expressly made in writing by Provider.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense at the indemnifying party’s expense.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or related to this Agreement.

Entire Agreement

This Agreement, including any exhibits and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification must be in a written instrument signed by authorized representatives of both parties.

Notices

Acknowledgement

The undersigned representatives have authority to bind their respective parties and acknowledge that they have read and understood this Agreement and accept its terms.

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