Cash Management Template

CASH MANAGEMENT AGREEMENT

Client Name:

Manager Name:

RECITALS

WHEREAS, Client desires to engage Manager to provide cash management services to optimize the collection, custody, investment and disbursement of Client funds in accordance with the terms of this Agreement; and

WHEREAS, Manager represents that it has the expertise, systems and personnel necessary to perform cash forecasting, bank account administration, reconciliation and reporting services and is willing to accept such engagement on the terms set forth below; and

WHEREAS, the parties agree that the arrangements described in this Agreement will govern their respective rights and obligations with respect to the cash management services provided hereunder.

EFFECTIVE DATE

This Agreement is effective as of: Month Day Year

SCOPE OF WORK

Manager shall perform cash management services including, but not limited to, cash forecasting, bank account administration, electronic collections, disbursement processing, short-term investment of available liquidity, reconciliation of bank accounts, exception management, and preparation of periodic cash reports. Manager shall act only in accordance with written instructions provided by Client and shall implement standard internal controls consistent with prudent industry practice.

PAYMENT TERMS

Client shall pay Manager fees for services as follows.

All fees are exclusive of taxes and are due net within the period specified in the Payment Schedule. Client shall reimburse Manager for reasonable, preapproved out-of-pocket expenses incurred in performing services upon submission of supporting documentation.

REPORTING & RECONCILIATION

Manager shall provide authorized Client representatives access to reports and supporting records necessary to reconcile accounts. Manager shall promptly investigate and resolve exceptions identified in reconciliation procedures.

TERM AND TERMINATION

This Agreement commences on the following start date and, unless earlier terminated in accordance with this Agreement, continues until the following end date.

Start Date — Month Day Year

End Date — Month Day Year

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured beyond the notice period specified above. Termination shall not relieve Client of the obligation to pay fees and expenses incurred up to and including the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence all nonpublic information disclosed by the other party (the "Discloser") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Recipient shall not disclose Confidential Information except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that is or becomes publicly available other than through Recipient's breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Discloser’s Confidential Information.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from a party’s gross negligence, willful misconduct or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of Manager for any claim under or related to this Agreement shall not exceed the total fees paid by Client to Manager in the six months preceding the event giving rise to the claim.

AUDIT RIGHTS & COMPLIANCE

Client shall have the right, upon reasonable advance notice and during normal business hours, to audit Manager's records to verify compliance with material terms of this Agreement. Manager shall comply with applicable laws and regulations in the performance of its duties and shall maintain appropriate records and internal controls.

Yes — Client may audit Manager records No — No audit rights granted

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of:

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Notices under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other addresses as either party may specify in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

BANK ACCOUNT DETAILS (AS APPLICABLE)

ACKNOWLEDGMENT

Each party represents and warrants that it has the authority to enter into this Agreement, that the person signing on its behalf is authorized to bind the party, and that execution and performance of this Agreement will not violate any obligation to any third party.

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