Financial Advisory Form ADV Part

Financial Advisory Agreement — Form ADV Part

Parties

Adviser Name:

Adviser CRD/Registration:

Client Name:

Recitals

WHEREAS, Adviser is duly organized and authorized to provide investment advisory and financial planning services and maintains the disclosures required by applicable securities laws; and

WHEREAS, Client desires to engage Adviser to provide advisory services as set forth in this agreement effective as of the Effective Date: , and Adviser agrees to provide such services under the terms and conditions below.

Scope of Services

Adviser will provide advisory services described below. Adviser shall act in a fiduciary capacity with respect to advice provided under this Agreement, subject to the terms and limitations herein.

Fees and Payment Terms

Client shall pay Adviser the fees set forth below in consideration for the services. Fees are exclusive of taxes and third-party expenses unless otherwise stated.

Late payments shall accrue interest at the rate of on any unpaid balance, or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for any reason upon written notice delivered at least prior to the effective termination date. Adviser may terminate immediately for cause, including material breach by Client or failure to pay undisputed fees.

Upon termination Adviser shall provide a final accounting of fees and shall refund any prepaid, unearned fees, calculated pro rata, and shall deliver client records as required by applicable law.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other. "Confidential Information" means non-public information marked or reasonably understood to be confidential, including financial data, investment objectives, personal data, and business strategies. Each party agrees to hold such Confidential Information in strict confidence and not to disclose it except to employees, agents or permitted delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes publicly available through no wrongful act of the receiving party; (b) is already known to the receiving party at the time of disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of Confidential Information. Disclosure required by law or regulation shall be made only after providing prompt notice to the disclosing party to permit a protective order or other remedy.

Conflicts, Disclosures, and Custody

Adviser discloses the following material items relevant to Client's consideration. Client acknowledges receipt of required disclosures pursuant to applicable adviser disclosure rules, including disciplinary history and material conflicts of interest indicated below.

Adviser's disciplinary history attached / disclosed

Adviser charges performance-based fees or has incentive arrangements

Adviser or its supervised person has custody of client assets

If Adviser has custody or delegated custody, Client will be provided a description of safeguards in place. Adviser will provide required account statements and confirmations, and Client is responsible for reviewing such documents in a timely manner.

Recordkeeping and Reporting

Adviser will maintain records necessary to document services and compliance with applicable adviser obligations. Adviser will deliver to Client periodic reports as agreed and will promptly report material changes to Client's account or to Adviser’s disclosures that materially affect the relationship.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes, subject to any mandatory arbitration provisions the parties may agree in writing.

Liability; Indemnification

Adviser shall perform services with the care and skill ordinarily exercised by professional investment advisers. Adviser shall not be liable for losses arising from Client's investment decisions, market conditions, or Client-provided inaccurate information, except to the extent caused by Adviser’s fraud, willful misconduct, or gross negligence. Client agrees to indemnify and hold Adviser harmless from claims arising from Client's breach of this Agreement or Client's failure to provide timely, accurate information.

Entire Agreement; Amendment

This Agreement, together with any schedules, attachments, and Adviser disclosure documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by both parties.

Execution and Certification

Each signatory represents and warrants that they are authorized to enter into this Agreement on behalf of the party they represent and that the information provided in connection with this Agreement, including disclosures required by applicable adviser rules, is true and complete to the best of their knowledge.

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