Financial Core Document

FINANCIAL CORE DOCUMENT

Parties and Effective Date

Effective Date:

Recitals and Scope

Whereas Provider is engaged in the business of providing financial core services, including but not limited to account aggregation, transaction processing, reporting, custodial coordination, and advisory support; and whereas Client desires to engage Provider to perform such services under the terms set forth in this Financial Core Document (Agreement).

Scope of Services: Provider shall perform the services described in the Fee Schedule and Service Description below and any schedules attached hereto. Provider shall exercise commercially reasonable efforts, in accordance with applicable industry practice, to deliver services in a timely and professional manner.

Fee Schedule and Itemization

The fees for services provided under this Agreement are set forth in the itemized fee schedule below. Client agrees to pay Provider the amounts invoiced in accordance with the Payment Terms.

Payment Terms and Instructions

Payment Terms: Unless otherwise agreed in writing, amounts are due within days of invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full.

Check ACH / Bank Transfer Card (fees may apply) Wire Transfer

Representations, Warranties, and Compliance

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and perform its obligations. Client represents that it will provide accurate information necessary for Provider to perform services and will comply with all applicable laws and regulations in its use of services.

Confidentiality and Data Security

Provider shall maintain commercially reasonable administrative, technical, and physical safeguards to protect Client data. Confidential Information shall not be disclosed except as required by law or as necessary to perform services. Provider shall use Confidential Information solely for the performance of this Agreement.

Records, Audit Rights and Reporting

Provider shall retain transactional and service records for a period of not less than years following the relevant reporting period. Client or its designated auditor shall have the right to audit such records upon reasonable notice and during normal business hours to verify compliance with this Agreement.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages. Provider's aggregate liability for direct damages shall not exceed the amounts actually paid by Client to Provider under this Agreement in the six (6) months preceding the claim.

Default, Remedies, and Termination

A material default occurs upon failure to cure a breach within thirty (30) days after written notice. Upon material default, the non-breaching party may suspend services, terminate this Agreement, and seek all available remedies at law or equity. Termination shall not relieve Client of obligations to pay for services rendered through the effective date of termination or for non-cancellable commitments.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction selected by the parties below. Parties shall first attempt to resolve disputes in good faith through negotiation. If not resolved within sixty (60) days, disputes shall be resolved by binding arbitration in the agreed jurisdiction unless the parties mutually elect to litigate.

Amendment, Assignment, and Notices

No amendment shall be effective unless in writing signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. Notices shall be delivered to the addresses set forth above or to alternative addresses provided in writing.

Audit, Records and Confidential Certification

Each party certifies that it will maintain records necessary to substantiate compliance with this Agreement. Provider shall permit reasonable inspection of records for audit purposes subject to confidentiality protections. Any findings of material noncompliance shall be remedied promptly at the responsible party's expense.

Representatives and Authority

Each signatory represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that the obligations set forth herein are valid and binding obligations of that party.

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