Business Trust Proposal

Business Trust Proposal

Parties and Proposal Date

Proposal Date:

Recitals

WHEREAS, Proposer is engaged in the business of administering trusts, providing fiduciary services, and managing trust assets under written agreements that establish duties, powers, and compensation; and

WHEREAS, Client desires to form and fund a business trust for the purpose of managing identified business assets, succession planning, and continuity of operations, and has requested a proposal from Proposer to serve in the capacity described herein; and

WHEREAS, the parties intend that upon acceptance of this Proposal, a binding agreement will be formed setting forth the scope of services, compensation, fiduciary obligations, confidentiality and governing law provisions described in this document.

Trust Identification and Purpose

Scope of Work

The Proposer shall provide trust formation, asset transfer coordination, fiduciary administration, recordkeeping, tax coordination guidance, annual trust accounting, and trust asset management oversight as necessary to effect the purposes set forth above. Specific tasks and deliverables include:

Payment Terms

Client shall compensate Proposer in accordance with the following schedule and rates. Fees payable hereunder are for services rendered by Proposer and related costs incurred in the administration of the trust.

Term and Termination

This Proposal, if accepted, will form the basis of an agreement effective as of the Start Date set forth below and will continue until the End Date or until earlier termination in accordance with this section.

Start Date:    End Date:

Upon termination, Proposer will deliver all trust records and property to Client or a successor trustee upon payment of outstanding fees and costs. Termination shall not relieve Client of payment obligations for services performed prior to termination.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party in connection with this Proposal and any resulting agreement. "Confidential Information" includes nonpublic business information, financial data, client lists, trust beneficiary information, and other sensitive records, but does not include information that: (a) is or becomes publicly available through no breach of this obligation; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality are continuing and shall survive termination of any agreement between the parties. A breach of confidentiality may give rise to injunctive relief and other equitable remedies.

Governing Law; Dispute Resolution

This Proposal and any agreement arising from acceptance hereof shall be governed by and construed in accordance with the laws of the state indicated below, without regard to conflicts of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation, and if unresolved, to submit disputes to binding arbitration in the selected jurisdiction unless otherwise agreed in writing.

Representations, Warranties and Limitations

Each party represents and warrants that it has the authority to enter into this Proposal and to perform its obligations hereunder. Proposer will perform services in a professional manner consistent with industry standards but does not guarantee specific investment results. Except as explicitly provided, Proposer disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.

Entire Agreement

This Proposal, together with any attachments and the executed acceptance by Client, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Acceptance and Execution

By signing below, the parties confirm their acceptance of the terms of this Business Trust Proposal and authorize Proposer to commence the described services upon receipt of any required initial fee or retainer.

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