Financial Master Service Agreement

FINANCIAL MASTER SERVICE AGREEMENT

Parties and Effective Date

This Financial Master Service Agreement (the Agreement) is entered into by and between:

Effective Date:

Recitals

WHEREAS, Client requires financial services described in one or more Statements of Work (each, an SOW) to be executed under the terms of this Agreement; and

WHEREAS, Provider is engaged in the business of providing financial advisory, transaction processing, treasury management, reporting, or related financial services and has the qualifications, experience, and personnel to perform such services;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Definitions

Capitalized terms used in this Agreement shall have the meanings set forth in this section or as otherwise defined in an executed SOW. "Services" means the financial services described in an SOW. "Confidential Information" means nonpublic information disclosed in connection with this Agreement. "Fees" means amounts payable to Provider as set forth in an SOW or fee schedule.

Scope of Services and Statements of Work

Provider shall perform Services described in each SOW executed by the parties. Each SOW shall reference this Agreement and include: scope, deliverables, fees, schedule, acceptance criteria, and any special terms. In case of conflict, the SOW will control with respect to that SOW's specific services; otherwise, this Agreement governs.

Fees, Invoicing and Payment

Client shall pay Provider the Fees set forth in applicable SOWs and any applicable fee schedules. Provider will invoice Client in accordance with the billing schedule in an SOW. Unless otherwise stated, invoices are due within days of invoice date.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid. Client is responsible for all reasonable collection costs, including legal fees.

Wire transfer    ACH    Check    Credit card

Fee Schedule (Sample)

Expenses and Taxes

Unless otherwise specified in an SOW, Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in performance of Services upon submission of supporting documentation. All fees are exclusive of taxes; Client will pay all applicable taxes, excluding taxes based on Provider's net income.

Confidentiality and Data Protection

Each party shall protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. Confidential Information may only be used to perform obligations under this Agreement. The obligations survive termination for five years, except that trade secrets remain protected for as long as they qualify as trade secrets.

Provider shall maintain technical and organizational measures appropriate to the sensitivity of Client Data and in compliance with applicable data protection laws. Any processing of Client Data will be limited to actions necessary to perform Services.

Representations, Warranties and Remedies

Each party represents and warrants that it has full power and authority to enter into this Agreement. Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty shall be re-performance of the deficient Services or, if Provider cannot cure, a refund of Fees paid for the deficient Services.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its negligence, willful misconduct, or breach of law. Notwithstanding anything to the contrary, neither party shall be liable for incidental, consequential, punitive or special damages except to the extent arising from a party's gross negligence or willful misconduct.

The aggregate liability of Provider for claims arising out of this Agreement shall not exceed the total Fees paid by Client to Provider under the applicable SOW in the twelve (12) months preceding the claim.

Insurance

Provider shall maintain insurance coverage customary for its industry, including general liability and professional liability/errors & omissions insurance, and shall provide evidence of such insurance upon reasonable request.

Audit Rights and Records

Client may audit Provider's records solely to verify fees or compliance with the Agreement, upon at least ten (10) business days' prior written notice, during normal business hours, and subject to confidentiality protections. If an audit reveals an underpayment of more than 2% of amounts due, Provider shall reimburse Client for the reasonable cost of the audit.

Term, Termination and Transition

The Agreement commences on the Effective Date and continues until terminated as provided herein or in an SOW. Either party may terminate for material breach if the other party fails to cure within thirty (30) days after written notice. Upon termination, Client will pay for Services performed and reasonable transition services.

Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including acts of God, pandemics, labor disputes, or governmental actions, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes promptly through negotiation between senior executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in accordance with the rules agreed in the applicable SOW, or if no method is specified, in a court of competent jurisdiction. This Agreement shall be governed by the laws specified in the applicable SOW or, absent such specification, the laws chosen by the parties in writing.

Compliance with Laws

Each party shall comply with applicable laws, rules and regulations in performance of this Agreement, including anti-money laundering and sanctions laws. Provider shall immediately notify Client if it becomes subject to any regulatory action that materially affects performance.

Assignment; Subcontracting

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

Notices

All notices under this Agreement shall be in writing and delivered to the primary contact information provided above or such other address as a party designates in writing. Notices shall be effective upon receipt.

Miscellaneous

This Agreement, together with all executed SOWs, constitutes the entire agreement between the parties and supersedes prior agreements for the same subject matter. Amendments must be in writing and signed by authorized representatives. If any provision is held unenforceable, the remainder remains in effect.

Authorized Signatories

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