Custodio Document Template

CUSTODIO DOCUMENT TEMPLATE

This General Business Agreement (the "Agreement") is entered into as of Effective Date: between:

Client Name:    Custodio Name:

RECITALS

WHEREAS, Client requires custody, administration, or managed services related to certain business assets, records, or operations as further described in this Agreement; and

WHEREAS, Custodio represents that it possesses the experience, personnel, and facilities necessary to provide such services in a professional manner and in accordance with industry standards; and

WHEREAS, the parties desire to set forth the terms, conditions, and mutual obligations under which Custodio will perform services for Client.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation:

Late Payment: A late fee shall accrue on any undisputed amount not paid when due at the rate of percent per month, or the maximum rate permitted by law, whichever is less.

Payment Method:

TERM AND TERMINATION

Commencement Date:    Termination Date:

Either party may terminate this Agreement for convenience upon written notice provided not less than days prior to the effective termination date. Termination for cause may be immediate where the non‑breaching party provides written notice and the breaching party fails to cure within thirty (30) days of receipt of such notice.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that in the course of performance it will receive Confidential Information from the other party (the "Disclosing Party"). Confidential Information means non-public business, technical and financial information disclosed in any form. The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use it only for the purposes of performing obligations under this Agreement, and (iii) not disclose it to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except for trade secrets which shall be protected for as long as they retain trade secret status.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, fraud, or breach of confidentiality, in no event shall either party be liable to the other for consequential, special, incidental, punitive or exemplary damages, and the total aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the amount of fees paid to Custodio under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

NOTICES

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic and legal effect.

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