Financial Operative Agreement

FINANCIAL OPERATIVE AGREEMENT

Parties and Effective Date

This Financial Operative Agreement (the Agreement) is entered into between Client Name: and Operative Name: with an Effective Date of .

Recitals

WHEREAS, Client desires to engage Operative to perform certain financial operating services that may include transaction execution, payment processing, reconciliation, cash management, and related advisory services; and WHEREAS, Operative represents that it possesses the skill, experience and lawful authority to perform such services and will do so in accordance with applicable law and the terms set forth herein.

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

"Services" means the financial operative services described in the Scope of Services section. "Confidential Information" means non-public business, financial and technical information disclosed by a party that is designated confidential or which a reasonable person would understand to be confidential.

Scope of Services

Operative shall perform the Services in a professional manner, maintain appropriate personnel and controls, and shall comply with Client's written operational instructions provided in advance.

Term and Termination

This Agreement commences on the Effective Date and continues for a term of unless earlier terminated in accordance with this Agreement. Either party may terminate this Agreement upon days' prior written notice to the other party. Termination for material breach may be immediate if the breach is not cured within a commercially reasonable period.

Compensation and Fees

Client shall pay Operative as follows. Selected fee components (check applicable):

Retainer: $

Commission: of transaction value; Success Fee: $

Payments are due in accordance with the Fee Schedule. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Accepted payment methods: check, wire transfer, ACH. Bank wire details for payments:

Expenses and Reimbursement

Client will reimburse reasonable, documented third-party expenses incurred by Operative in performing the Services, provided such expenses are pre-approved if in excess of $ .

Confidentiality

Both parties agree to take commercially reasonable steps to protect Confidential Information and limit disclosure to those employees, agents and contractors with a need to know. Permitted disclosures include those required by law or by competent authority, provided notice is given to the disclosing party when legally permissible.

Compliance; Anti-Money Laundering

Operative represents and warrants that it will comply with all applicable anti-money laundering, sanctions, tax reporting and other financial regulatory requirements in performing Services. Operative shall implement controls and screening procedures sufficient to satisfy Client's compliance obligations.

Operative certifies compliance: Operative certifies that it maintains AML and sanctions screening procedures and will provide evidence of such procedures upon reasonable request.

Records, Reporting and Audit Rights

Operative shall keep accurate books and records relating to the Services for a period of not less than years. Client shall have the right, upon reasonable notice, to audit such records during normal business hours in order to verify compliance with this Agreement.

Representations and Warranties; Indemnification

Each party represents that it is duly organized and has full power and authority to enter into this Agreement. Operative warrants that Services will be performed in a professional manner consistent with industry standards.

Indemnification: Operative shall indemnify, defend and hold harmless Client from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Operative's negligence, willful misconduct, breach of representations, or failure to comply with applicable law in performing Services.

Data Protection

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflicts of law principles. The parties agree to negotiate in good faith to resolve disputes, and if unresolved, submit to the exclusive jurisdiction of the courts of that jurisdiction.

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 signed by both parties. If any provision is held unenforceable, the remainder shall remain in effect.

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