Central Bank Document

CENTRAL BANK DOCUMENT

Parties

Central Bank Name:

Counterparty Name:

Recitals

WHEREAS, Central Bank is established and authorized under applicable statutes and regulations to engage third parties for specified banking, advisory, operational or compliance services and to enter into commercial agreements to further monetary and financial system objectives;

WHEREAS, Counterparty represents that it possesses the expertise, personnel and regulatory approvals necessary to perform the services described herein and warrants that such performance will comply with applicable laws and applicable Central Bank directives;

WHEREAS, the Parties desire to set forth the terms and conditions under which Counterparty will provide such services to Central Bank effective as of the Effective Date:

Scope of Work

Counterparty shall perform the Services in a professional manner consistent with industry standards, and shall comply with all Central Bank policies communicated in writing. Deliverables, milestones, acceptance criteria and reporting requirements shall be as set forth in the Description of Services above and in any schedules expressly incorporated into this Document.

Payment Terms

Payments shall be due within days of Central Bank's receipt of a correctly rendered invoice, subject to Central Bank's approval of any deliverables required for payment. All amounts are payable in the currency specified in the invoice unless otherwise agreed in writing.

Overdue amounts shall accrue interest at a rate of percent per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until paid in full.

Term and Termination

This Document shall commence on Start Date: and, unless earlier terminated in accordance with this Document, shall expire on End Date: .

Either Party may terminate this Document for convenience upon providing written notice to the other Party at least days prior to the intended termination date. Either Party may terminate for cause if the other Party materially breaches any term of this Document and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment for services performed through the termination date. Any provisions that by their nature survive termination shall survive, including but not limited to confidentiality, indemnities and payment obligations.

Confidentiality

For purposes of this Document, "Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), whether oral, written or electronic, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

The Receiving Party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses with its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Document; and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without confidentiality obligations; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations in this section shall survive termination or expiration of this Document for a period of years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Compliance, Audit and Records

Counterparty shall comply with all applicable laws, regulations and Central Bank directives in performing the Services. Central Bank reserves the right to audit performance, financial records and compliance with applicable controls and directives, with reasonable prior notice and during normal business hours. Counterparty shall retain records relevant to this Document for a period of not less than seven (7) years following final payment or termination, unless a longer retention period is required by law.

Limitation of Liability and Indemnity

Except for liability resulting from gross negligence, willful misconduct, fraud or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's breach of this Document, negligence or willful misconduct.

Governing Law

This Document shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to its conflicts of law rules.

Entire Agreement; Amendments

This Document, together with any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification to this Document shall be effective unless in writing and signed by duly authorized representatives of both Parties.

Notices

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