Business UMBI Form

BUSINESS UMBI FORM — MASTER BUSINESS AGREEMENT

Parties and Identification

Client Name:

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship

Provider Name:

Corporation    Limited Liability Company (LLC)    Partnership    Sole Proprietorship

UMBI Identification

UMBI Number:    Assigned By:

UMBI Effective Date:

Recitals

WHEREAS, Client desires to engage Provider to perform certain business services and to register and associate a UMBI identifier with Client's account and records in accordance with the terms of this Agreement; and

WHEREAS, Provider has the experience and capacity to assign, record, administer and maintain UMBI identifiers and to perform related administrative and compliance tasks for Client; and

WHEREAS, the parties wish to set forth their respective rights and obligations concerning the UMBI services and the relationship between the parties.

Scope of Work

Services shall include the assignment, recording, maintenance, transfer and periodic verification of the UMBI identifier; preparation of documentation and certificates required by counterparties; and such additional administrative services as the parties may agree in writing.

Payment Terms

Late fee (percentage per month):    Flat administrative late fee:    Grace period (days):

All amounts are payable in lawful currency. Provider shall invoice Client in accordance with the payment schedule. Invoices unpaid after the grace period shall incur the specified late fee and interest as provided above. Client is responsible for all taxes, fees or assessments arising from payments under this Agreement, excluding taxes based on Provider's net income.

Term and Termination

Term Start Date:    Term End Date (if any):

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement, including but not limited to UMBI data, account records, pricing, and internal processes. Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) is independently developed by Recipient without use of Discloser's Confidential Information, or (iii) is rightfully received from a third party without restriction.

Recipient shall hold Confidential Information in strict confidence, shall use it only to perform obligations under this Agreement, and shall disclose it only to employees, contractors or advisors with a need to know and subject to confidentiality obligations no less protective than those herein. Recipient shall take commercially reasonable measures to protect Confidential Information. Confidentiality obligations under this Section shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Liability and Indemnification

Each party's liability for direct damages arising out of or relating to this Agreement shall be limited to the amounts actually paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify Provider for claims arising from Client's misuse of the UMBI identifier or inaccurate information provided by Client.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen governing law jurisdiction.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, proposals and understandings. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer to an affiliate, provided the assignee assumes all obligations hereunder.

Authority and Certification

Each signatory below certifies that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that the party consents to be legally bound by the terms herein.

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