Custodian Management Update

CUSTODIAN MANAGEMENT UPDATE

This Custodian Management Update (the "Update") is made effective as of by and between Client Name: and Custodian Name: .

WHEREAS

WHEREAS, Client previously engaged Custodian to provide custody, safekeeping and related management services for certain assets pursuant to existing agreements and arrangements; and

WHEREAS, the parties wish to update and clarify custodian responsibilities, contact and payment terms, and any transitional arrangements described in this Update; and

WHEREAS, the parties intend for this Update to govern the relationship and supersede prior inconsistent terms between the parties only to the extent expressly set forth herein.

SCOPE OF WORK

Custodian shall provide the following services with respect to the assets identified by Client and in accordance with the terms of this Update:

Custodian Duties (check all applicable): Hold assets in safekeeping Execute transactions as instructed Provide periodic reporting Asset valuation and reconciliation

PAYMENT TERMS

If payment is not received within days of invoice due date, Client shall pay late fees as follows:

TERM AND TERMINATION

Either party may terminate this Update for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within days after receipt of notice.

CONFIDENTIALITY

For purposes of this Update, "Confidential Information" means nonpublic information disclosed by one party to the other, whether in written, oral or electronic form, that is designated as confidential or that reasonably should be understood to be confidential. Custodian and Client each agree: (a) to hold Confidential Information of the other in strict confidence using at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; (b) not to use Confidential Information except as necessary to perform obligations under this Update; and (c) not to disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Update. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by a breach of this Update; (ii) is rightfully received from a third party without restriction and without breach of any obligation; or (iii) is independently developed without use of the other party's Confidential Information. The obligations in this section shall survive termination of this Update for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

LIMITED AUTHORITY AND TRANSITION

Custodian's authority to act is limited to those activities expressly authorized in writing by Client. Custodian shall not exercise discretionary investment authority unless expressly provided in a separate written agreement. In the event of an approved change of custodian, Custodian shall cooperate in a timely manner to effect an orderly transition of assets, records and reporting in accordance with a transition plan mutually agreed in writing and subject to reimbursement of reasonable transition costs as agreed by the parties.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct or breach of this Update; provided, however, that Custodian shall not be liable for losses arising solely from Client's instructions or from market fluctuations in the absence of Custodian's negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Update shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Update through negotiation. If negotiation fails, the parties agree that disputes shall be resolved by binding arbitration in accordance with the applicable arbitration rules agreed between the parties.

ENTIRE AGREEMENT

This Update, together with any separate written agreements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No amendment or modification of this Update shall be effective unless in writing and signed by authorized representatives of both parties.

AUTHORITY

Each person signing below represents and warrants that they have the full power and authority to enter into this Update on behalf of the party for whom they sign and that their signature constitutes a binding obligation of such party.

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