Financial HMA Agreement

FINANCIAL HMA AGREEMENT

This Financial HMA Agreement (the Agreement) is entered into as of (Effective Date) by and between the following parties:

PARTIES

RECITALS

WHEREAS, Client desires to engage Service Provider to perform financial holding, management and administrative services as set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and systems necessary to perform the Services in compliance with applicable law and industry standards.

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth below. "Services" means the financial holding, account management, reconciliation, reporting and related services described in Section 3. "Confidential Information" means information identified in writing or that by its nature should reasonably be considered confidential.

SCOPE OF SERVICES

Service Provider shall perform the Services described in the scope below and in any Statement of Work executed by the Parties. The Services shall include, at a minimum, custody and holding of financial instruments, periodic account reconciliation, transaction processing, and periodic reporting to Client.

FEES, INVOICING AND PAYMENT

Client shall pay Service Provider the fees set forth below. Fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the Invoice and Payment provisions.

Subtotal:

Applicable Taxes:

Total Amount Due:

Payment due within days of invoice. Late payments shall accrue interest at per month, or the maximum permitted by law, whichever is less.

Wire Transfer   ACH Debit/Credit   Check   Credit/Debit Card

REPORTING, RECORDS AND AUDIT

Service Provider shall deliver periodic reports to Client at the frequency below and shall maintain records supporting all transactions and fees for a period of no less than

Client shall have the right, upon reasonable prior written notice and during normal business hours, to audit Service Provider's relevant records to verify compliance with this Agreement. Any dispute arising from such audit shall be governed by Section "Dispute Resolution."

COMPLIANCE; AML / KYC

Service Provider shall comply with all applicable anti-money laundering, sanctions and know-your-customer requirements. Client shall provide all documentation reasonably requested by Service Provider to satisfy regulatory requirements. If Service Provider reasonably determines that Client's activity presents a regulatory risk, Service Provider may suspend Services upon written notice.

CONFIDENTIALITY

Each Party shall keep Confidential Information strictly confidential and shall not disclose such information except to its employees, affiliates, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that is or becomes public through no breach of this Agreement or that is independently developed without use of the disclosing Party's Confidential Information.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents that it has corporate power and authority to enter into this Agreement. Service Provider represents that Services will be performed in a professional manner in accordance with industry standards. Client represents that funds and instruments provided are not derived from unlawful activity.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising from its breach of this Agreement, gross negligence or willful misconduct. Except for liability for a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability shall exceed the total fees paid or payable under this Agreement for the twelve (12) month period immediately preceding the event giving rise to the claim.

TERM, TERMINATION AND SUSPENSION

The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section. Either Party may terminate for material breach that remains uncured after days' written notice. Service Provider may suspend Services without liability where required by applicable law or as set forth in Section "Compliance."

This Agreement shall automatically renew for successive periods of

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or electronic delivery where receipt can be confirmed.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the jurisdiction specified below without regard to choice-of-law rules. The Parties agree to attempt good faith resolution of disputes through negotiation; if unresolved within ninety (90) days, disputes shall be finally resolved by binding arbitration, unless otherwise agreed in writing.

MISCELLANEOUS

Assignment is prohibited without the other Party's prior written consent, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

CERTIFICATIONS

Each Party certifies that the individual signing below is duly authorized to execute this Agreement on its behalf and that to the Party's knowledge, the information provided in connection with this Agreement is true, complete and not misleading.

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