Financial Master Services Agreement

FINANCIAL MASTER SERVICES AGREEMENT

Parties

This Financial Master Services Agreement (the Agreement) is entered into as of by and between the parties listed below.

Recitals and Definitions

WHEREAS, Service Provider has the capability and expertise to perform financial advisory, transactional support, treasury services, and related professional services; and WHEREAS, Client desires to retain Service Provider to perform such services on the terms set forth in this Agreement. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Definitions schedule attached or, if not scheduled, shall have the ordinary commercial meaning.

Scope of Services

Service Provider will provide the services described in each Statement of Work (SOW) issued under this Agreement. Each SOW shall set forth the scope, deliverables, responsibilities, schedule and fees. The initial description of Services to be provided under this Agreement is set forth below.

Fees, Invoicing and Payment

Client shall pay Service Provider the fees set forth in the Fee Schedule below. Fees are exclusive of applicable taxes unless otherwise stated. Service Provider shall submit itemized invoices in accordance with this Agreement and the applicable SOW.

Invoices are due within days of receipt unless otherwise stated in the applicable SOW. Overdue amounts shall accrue interest at the lesser of the maximum rate permitted by law or % per month.

Expenses and Taxes

Client shall reimburse reasonable out-of-pocket expenses pre-approved in writing by Client. Service Provider shall provide substantiation for expenses. All fees are exclusive of sales, use, value-added and other taxes; such taxes shall be paid by Client unless Client provides a valid tax exemption certificate.

Confidentiality and Data Security

Each party shall hold Confidential Information of the other party in confidence and shall not disclose such information except as necessary to perform its obligations under this Agreement. Confidential Information excludes information that is (i) publicly available other than by breach, (ii) known to receiving party prior to disclosure, or (iii) independently developed.

Service Provider shall notify Client of any unauthorized access or breach within hours of discovery and shall cooperate in remediation.

Representations, Warranties and Covenants

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NO OTHER WARRANTIES ARE MADE.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims arising out of its gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Term and Termination

This Agreement shall commence on the Effective Date and continue for an initial term of months, unless earlier terminated. Thereafter it shall renew as set forth in the applicable SOW. Either party may terminate for convenience upon days' prior written notice. Termination for cause may occur upon material breach not cured within thirty (30) days after written notice.

Intellectual Property

As between the parties, Client retains ownership of Client Data. Service Provider retains ownership of pre-existing materials and methodologies. To the extent Service Provider creates deliverables specifically for Client, Client shall receive a perpetual, non-exclusive, non-transferable license to use such deliverables for its internal business purposes, subject to payment in full and compliance with this Agreement.

Audit Rights and Records

Client may, upon reasonable prior written notice and during normal business hours, audit records of Service Provider relating to fees billed under this Agreement for a period of twelve (12) months following invoice date. Any discrepancies favorable to Client shall be credited; any discrepancies exceeding one percent (1%) shall be reimbursed to Service Provider.

Insurance and Risk Allocation

Subcontracting and Assignment

Service Provider may subcontract portions of the Services provided that Service Provider remains responsible for performance. Assignment of this Agreement by either party requires prior written consent of the other party, which shall not be unreasonably withheld.

Subcontracting requires prior written consent:

Force Majeure

Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, labor disputes, governmental action, or pandemics. Affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes amicably. If unresolved, disputes shall be resolved by binding arbitration under commercially reasonable rules, with the seat of arbitration in the jurisdiction specified below. This Agreement shall be governed by the laws of the state of , without regard to conflict of law principles.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may provide in writing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force.

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