Business Trip Wire Agreement

Business Trip Wire Agreement

Parties and Recitals

This Business Trip Wire Agreement (the Agreement) is entered into by and between:

WHEREAS, Company requires advance funding by wire transfer to cover reasonable and documented business travel expenses for employees or agents traveling on Company business; and

WHEREAS, Provider operates payment and disbursement services and agrees to accept instructions from Company to transmit funds by wire transfer to designated recipients in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Services

Provider shall initiate and complete wire transfers as authorized in writing or by electronic instruction from Company to cover business trip expenses, including but not limited to transportation, lodging, per diem advances, and vendor payments. Provider's responsibilities include verifying beneficiary banking details, executing transfers in a commercially reasonable timeframe, and providing confirmation of execution.

Payment Terms

Company agrees to furnish funds to Provider for wire transfers as follows. Provider shall not be obligated to initiate a wire for any amount in excess of the funds provided by Company in cleared available balance.

If Company fails to provide cleared funds by the agreed delivery time, Provider may decline to execute the wire without liability. Any fees charged by intermediary banks or beneficiary bank fees shall be borne by:

Funding and Wire Instructions

Company shall provide bank account details and written or electronic instructions in a form acceptable to Provider. Provider shall rely on the account information provided and is not liable for misdirected funds resulting from incorrect account information supplied by Company.

Term and Termination

This Agreement commences on and continues 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. Termination shall not affect obligations accrued prior to termination, including completion of pending wire transfers funded by Company.

Confidentiality

For purposes of this Agreement, Confidential Information means nonpublic business, financial, customer or technical information disclosed by one party to the other in connection with this Agreement. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; or (iii) is rightfully received from a third party without restriction. Upon termination, each party shall return or destroy the other's confidential materials upon request.

Representations, Indemnification and Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Company shall indemnify and hold harmless Provider from any losses, claims or liabilities arising from Company-provided instructions that are fraudulent, inaccurate, or violate applicable law. Provider's liability for any claim arising under this Agreement shall be limited to direct damages arising from Provider's gross negligence or willful misconduct; in no event shall Provider be liable for consequential, incidental, or punitive damages.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

Entire Agreement

This Agreement, together with any exhibits or instructions incorporated by written reference, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement must be given in writing and delivered to the addresses set forth above, or to such other address as either party may designate by notice to the other in accordance with this paragraph.

Authorization

Company hereby authorizes Provider to initiate wire transfers in accordance with instructions delivered by Company or its authorized representatives. Company acknowledges that Provider may rely on any written or electronic instruction that reasonably appears to have originated from Company and that Provider shall have no obligation to verify the identity of the sender beyond commercially reasonable verification procedures.

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