Custody Services Agreement

Custody Services Agreement

This Custody Services Agreement (the Agreement) is entered into as of Effective Date: by and between Custodian Name: a Corporation LLC Other and Client Name: a Individual Corporation LLC.

RECITALS

WHEREAS, Client desires to engage Custodian to provide custody, safekeeping and related administrative services with respect to the assets described herein; and

WHEREAS, Custodian represents that it is duly organized and authorized to provide custody services and has established procedures and systems to safeguard Client assets and to perform related reporting, settlement and recordkeeping functions; and

WHEREAS, the parties wish to set forth in writing the terms and conditions under which Custodian will provide such custody services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. "Assets" means the securities, funds, property and other financial instruments delivered to Custodian for custody pursuant to this Agreement. "Custody Services" means the safekeeping, settlement, clearing, recordkeeping, reporting and related administrative services described in Section 2. "Business Day" means any day on which commercial banks are open for general banking business in the jurisdiction specified for Governing Law.

2. SCOPE OF SERVICES

2.1 Custody Services. Custodian shall provide Custody Services with respect to the Assets, including but not limited to: (a) receipt and physical or electronic safekeeping; (b) settlement of purchases and sales; (c) processing of corporate actions and income collection; (d) account reconciliation and periodic reporting to Client; and (e) such other services as the parties may agree in writing.

2.2 Description of Assets. The Assets to be held and serviced under this Agreement are described as follows:

3. FEES AND CHARGES

3.1 Fees. Client shall pay Custodian the fees set forth below and in any fee schedule attached or subsequently agreed in writing. Fees may include custody fees, transaction fees, safekeeping fees, and charges for special services.

3.2 Expenses. Client shall reimburse Custodian for reasonable out-of-pocket expenses and third-party charges incurred in connection with performing Custody Services, including but not limited to settlement costs, transfer taxes, and custodial subcustodian fees.

4. CUSTODIAN DUTIES; STANDARD OF CARE

Custodian shall exercise reasonable care in performing the Custody Services and shall maintain systems, controls and procedures consistent with industry standards for institutions providing comparable custody services. Custodian shall not be liable for losses resulting from events beyond its reasonable control, including but not limited to acts of God, war, strikes, governmental action, or the insolvency of any broker, depository or subcustodian, except to the extent caused by Custodian's gross negligence or willful misconduct.

5. REPRESENTATIONS AND WARRANTIES

5.1 Client represents and warrants that it has full power and authority to enter into this Agreement, to deliver the Assets for custodial services, and that any instructions provided to Custodian are authorized and valid under applicable law.

5.2 Custodian represents and warrants that it is duly organized and in good standing under applicable law and is authorized to perform the services contemplated herein.

6. COMPLIANCE WITH LAWS AND REGULATIONS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including anti-money laundering, sanctions and securities laws. Client shall provide all documentation reasonably requested by Custodian to satisfy applicable regulatory requirements.

7. LIABILITY; INDEMNIFICATION

7.1 Limitation of Liability. Except for liability arising from Custodian's gross negligence, fraud or willful misconduct, Custodian's liability to Client for any loss or damage arising out of or relating to this Agreement shall be limited to direct, provable damages and shall not include consequential, punitive, indirect or incidental damages.

7.2 Indemnification. Client shall indemnify, defend and hold Custodian harmless from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Client's breach of this Agreement, Client's negligence, or Client-provided instructions, except to the extent caused by Custodian's gross negligence or willful misconduct.

8. TERM; TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated as provided herein.

8.2 Termination. Either party may terminate this Agreement upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination shall not relieve Client of obligations to pay fees or reimburse expenses accrued through the effective date of termination.

9. CONFIDENTIALITY

Each party shall keep confidential all nonpublic information received from the other party in connection with the performance of this Agreement and shall not disclose such information except to its employees, agents, advisors or third parties who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, or as required by law, regulation or judicial process.

10. AUDIT RIGHTS; RECORDS

Custodian shall maintain records relating to the custody and handling of the Assets and shall permit Client or its authorized representative, upon reasonable prior notice and during normal business hours, to inspect such records and related operations to the extent reasonably necessary to verify compliance with this Agreement, provided that such inspections do not unreasonably interfere with Custodian's business and are subject to appropriate confidentiality protections.

11. ASSIGNMENT

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Custodian may assign or transfer this Agreement, in whole or in part, to an affiliate or successor by reason of merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes Custodian's obligations hereunder.

12. NOTICES

All notices, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may designate by written notice). Notices shall be deemed delivered upon receipt if delivered by hand, one Business Day after dispatch if sent by overnight courier, or three Business Days after mailing if sent by certified mail, return receipt requested.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

14.2 Entire Agreement. This Agreement, together with any schedules and fee provisions agreed in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such provision were omitted.

15. MISCELLANEOUS

15.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between them.

15.2 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, acts of government, fire, flood, strikes, pandemics, or other similar events.

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