Financial Evergreen TOB

FINANCIAL EVERGREEN TERMS OF BUSINESS

Parties and Effective Date

This Terms of Business agreement (the Agreement) is entered into between:

Effective Date: . This Agreement sets forth the terms under which Provider will supply ongoing financial services to Client and shall continue in accordance with the evergreen clause described below.

Recitals

WHEREAS, Provider is engaged in the business of providing financial advisory, administration, accounting, and related services; and WHEREAS, Client desires to retain Provider to provide such services on the terms and conditions set forth herein.

Scope of Services

Provider will perform the services described in the Fee Schedule below and any mutually agreed written statements of work. Services may include financial advisory, portfolio administration, reporting, compliance monitoring, and other services as agreed.

Fee Schedule

The following recurring and one-time fees apply. Provider may invoice in accordance with the payment terms below.

Payment Terms

Provider will invoice Client in advance or in arrears as indicated per each fee line. Unless otherwise agreed in writing, invoices are due within days of invoice date. Late payments shall accrue interest at and Provider may suspend services upon thirty (30) days' notice of nonpayment.

Wire transfer    Check    Credit/Debit card    ACH / Direct debit

Evergreen / Renewal

This Agreement shall continue for an initial term of and shall renew automatically for successive terms of equal duration unless either party provides written notice of non-renewal at least days prior to the then-current termination date. Any amendment to fees following renewal shall be effective only upon thirty (30) days' written notice to Client.

Termination

Either party may terminate this Agreement for material breach if such breach remains uncured for days after written notice. Provider may also terminate immediately upon insolvency or appointment of a receiver with respect to Client. Termination does not relieve Client of obligation to pay fees accrued prior to termination or applicable termination charges expressly set forth herein.

Confidentiality and Data Security

Each party will maintain in strict confidence all confidential information disclosed by the other and will use commercially reasonable measures to protect such information. Provider will implement administrative, physical, and technical safeguards appropriate to the sensitivity of Client data. Exceptions include information required to be disclosed by law or regulatory authority.

Representations, Warranties and Liability

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed with reasonable skill and care. Except for gross negligence or willful misconduct, Provider's aggregate liability to Client for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special, or punitive damages.

Indemnification

Client shall indemnify and hold Provider harmless from any third-party claims arising from Client's use of Provider's services, Client breaches of law or regulation, or Client-provided data, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, first-class, postage prepaid.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that such assignee assumes Provider's obligations hereunder. Provider may subcontract portions of the services provided that Provider remains responsible for performance.

Amendment; Governing Law; Dispute Resolution

This Agreement may be amended only by a written instrument signed by both parties. This Agreement shall be governed by the laws of the state indicated below. The parties shall attempt to resolve disputes in good faith by negotiation; if unresolved within sixty (60) days, disputes shall be submitted to binding arbitration in accordance with the commercial arbitration rules mutually agreed by the parties.

Expenses

Client will reimburse Provider for reasonable out-of-pocket expenses incurred in the performance of services, including but not limited to filing fees, travel, and third-party vendor charges, subject to Client's advance approval where required by Provider's policies.

Records and Reporting

Provider will maintain records relating to the services performed and will provide Client with regular reports as specified in the Fee Schedule. Client has the right to request reasonable access to records during normal business hours upon reasonable notice.

Additional Terms

Any additional terms, special conditions, or schedules must be appended in writing and signed by authorized representatives of both parties. In the event of any conflict, the terms of this Agreement supersede prior oral agreements between the parties.

Execution

The undersigned represent and warrant that they are authorized to bind their respective parties to this Agreement.

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