Financial IT Contract

FINANCIAL IT CONTRACT

Parties and Effective Date

This Financial IT Contract (the "Contract") is entered into as of Effective Date: by and between:

Recitals and Definitions

WHEREAS, Client requires information technology services and software related to financial systems, and Provider represents that it has the expertise, personnel, tools and authorization to perform such services under the terms set forth herein.

Capitalized terms used in this Contract have the meanings assigned in this Section. "Confidential Information" includes Customer Data, financial transaction data, account information and all material that a reasonable person would regard as confidential.

Scope of Services

Milestones and Acceptance

Milestone 1: Due by:

Milestone 2: Due by:

Acceptance Criteria and Procedures:

Fees, Invoicing and Payment

Client shall pay Provider the fees set forth below in accordance with the payment terms. All fees are due net days from invoice date unless otherwise agreed in writing.

Invoices shall be sent to the billing contact and are payable in cleared funds to the account specified on the invoice. Late payments shall accrue interest at the rate of and may be subject to suspension of services after ten (10) days' written notice.

Service Levels and Remedies

Uptime Commitment: Provider warrants a monthly uptime of . Response time for Severity 1 incidents is within hours.

Remedies for failure to meet SLA include service credits calculated as described in the Service Level Annex.

Confidentiality, Data Protection and Security

Provider shall implement and maintain administrative, physical and technical safeguards no less protective than industry standard controls for financial services, including:

Encryption at rest
Encryption in transit
Multi-factor authentication for administrative access
Background checks for personnel with access to Client Data

Provider will notify Client without undue delay upon discovery of a security incident affecting Client Data, and will cooperate with Client's investigation and regulatory obligations.

Intellectual Property

Unless otherwise agreed in writing, Client shall own all right, title and interest in Client Data and in Deliverables that are custom-developed for Client and paid for in full. Provider retains ownership of its pre-existing software, tools and methodologies ("Provider IP"). To the extent Provider IP is embodied in Deliverables, Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use such Provider IP as necessary to enjoy the Deliverables.

Representations, Warranties and Disclaimers

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, NO OTHER WARRANTIES ARE MADE, AND PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other for third-party claims arising from its negligence, willful misconduct or breach of confidentiality. The aggregate liability of Provider for any claim arising under this Contract shall not exceed in the twelve (12) month period preceding the claim, except for liability arising from gross negligence, willful misconduct or authorized data breaches.

Insurance

Provider will maintain commercial general liability, professional liability/errors & omissions, and cyber liability insurance with limits not less than:

Professional liability / E&O: ; Cyber liability:

Term, Renewal and Termination

Initial Term: months from the Effective Date. The Contract auto-renews for successive renewal terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate for material breach if such breach is not cured within thirty (30) days following written notice specifying the breach.

Subcontracting and Personnel

Provider may engage subcontractors for discrete portions of the work provided Provider remains responsible for subcontractor performance and compliance. Provider will ensure subcontractors comply with the same confidentiality and security obligations.

Audit Rights and Recordkeeping

Client may, upon reasonable notice and during normal business hours, audit Provider's records and controls relevant to services to verify compliance. Provider will retain records relating to services and fees for a minimum of years.

Data Return and Deletion

Upon termination or expiration, Provider shall, at Client's option, return all Client Data or securely destroy it and certify destruction within days, unless retention is required by law.

Governing Law and Dispute Resolution

This Contract will be governed by the laws of the State of without regard to conflict of laws principles. The parties agree to attempt negotiation in good faith and, if unresolved, to submit disputes to binding arbitration under the arbitration rules agreed by the parties.

Notices

Amendments and Entire Agreement

This Contract, including all attachments and SOWs executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

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