Client Account Package

Client Account Package

This Client Account Package (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client desires to establish an account with Provider for the provision of services described herein and to permit Provider to act on Client's behalf for account administration and related activities under the terms and conditions of this Agreement; and

WHEREAS, Provider represents that it is duly qualified, experienced and able to provide the services set forth in this Agreement, and Client desires to engage Provider to perform such services subject to the terms and compensation described below.

WHEREAS, the Parties intend that this Agreement govern the establishment, operation and management of Client's account and memorialize the allocation of responsibilities, payment obligations and confidentiality protections between the Parties.

Scope of Work

Provider shall perform the services described below in a professional manner consistent with industry standards. The scope may include account setup, recordkeeping, transactional processing, reporting and related advisory services as expressly agreed in writing.

Client Account Information

Authorized Users and Access

Client hereby designates the following individuals or roles as authorized to access the account and instruct Provider, subject to Provider's standard identity verification procedures. Provider may rely on instructions from authorized users until notice of revocation is received in accordance with the Notices section.

Online portal access Financial transaction authority Data and reporting (view only)

Payment Terms

In consideration for services, Client shall pay Provider the fees set forth below. Except as otherwise provided, all fees are exclusive of taxes and payable in accordance with the schedule provided in this Agreement.

Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, overdue amounts shall accrue interest at the rate specified above and Provider may suspend services for accounts past due following fifteen (15) days' written notice.

Term and Termination

The term of this Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party not less than days prior to the effective termination date. Either Party may terminate immediately for material breach that remains uncured for thirty (30) days after receipt of written notice of such breach.

Confidentiality

Each Party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential. Each Party shall: (a) hold Confidential Information of the other in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations; and (c) not use Confidential Information for any purpose other than to perform its obligations under this Agreement. These obligations do not apply to information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

Records, Audit and Data Security

Provider shall maintain records of account activity and shall provide Client with reasonable access to records and reports upon request. Provider shall implement and maintain commercially reasonable technical and organizational measures to protect Client data against unauthorized access, disclosure, alteration or destruction.

Notices

Notices are effective upon receipt when delivered in person, by nationally recognized courier, or by certified mail (return receipt requested) to the addresses provided above, or upon confirmed electronic delivery to the email address listed in the account information when sent by the sending Party's authorized representative.

Indemnification and Liability

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of its 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, neither Party's aggregate liability for direct damages shall exceed the total fees paid or payable by Client to Provider under this Agreement during the preceding twelve (12) month period.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. This Agreement, including any exhibits or written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes Provider's obligations hereunder.

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