Financial Service Corp Agreement

FINANCIAL SERVICE CORP AGREEMENT

This Financial Service Corp Agreement ("Agreement") is entered into as of by and between (hereinafter "Service Provider") and (hereinafter "Client"). Service Provider and Client are each a "Party" and collectively the "Parties."

PARTY CONTACT INFORMATION

Corporation    LLC    Other (specify below)

RECITALS

WHEREAS, Service Provider provides financial products, advisory services, payment processing, risk management, and related services; and

WHEREAS, Client desires to engage Service Provider to provide certain financial services and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF SERVICES

Service Provider will perform the services in a professional manner consistent with industry standards and applicable law. Any deliverables, milestones, or performance metrics will be set forth in a written statement of work or an addendum executed by both Parties.

TERM AND TERMINATION

The initial term of this Agreement shall commence on and shall continue for months unless earlier terminated as provided herein. Thereafter the Agreement shall .

Either Party may terminate this Agreement for material breach by the other Party upon written notice and a cure period of days. Termination for convenience by Client requires days' prior written notice and may include termination fees as set forth in the Fee Schedule.

FEES, PAYMENT AND FEE SCHEDULE

Client shall pay Service Provider fees in accordance with the following Fee Schedule. All fees are due in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of invoice date. Late payments accrue interest at or the maximum rate permitted by law, whichever is less.

Bank Transfer    ACH    Check    Credit/Debit Card

CONFIDENTIALITY & DATA PROTECTION

Each Party shall hold in confidence all Confidential Information of the other Party and shall not use such Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information excludes information that: (a) is or becomes publicly known through no breach; (b) was rightfully in possession prior to disclosure; or (c) is required to be disclosed by law, provided the disclosing Party is given prompt notice and cooperates to limit disclosure.

Service Provider will implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Client data. Specific data protection standards, breach notification timelines, and responsibilities are set forth as follows.

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each Party represents it has the corporate power and authority to enter into this Agreement and to perform its obligations. 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 and all implied warranties are disclaimed to the extent permitted by law.

Except for breaches of confidentiality, indemnification obligations and liability for bodily injury or fraud, neither Party shall be liable for consequential, incidental, punitive or special damages. The aggregate liability of either Party for direct damages shall not exceed the cap set forth above.

AUDIT, RECORDS & RETENTION

Service Provider shall retain records reasonably necessary to demonstrate compliance with this Agreement for a period of years following termination. Client may audit Service Provider's records relating to services upon reasonable prior notice and during normal business hours, subject to confidentiality protections and cost allocation provisions.

DISPUTE RESOLUTION & GOVERNING LAW

The Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If unresolved within 30 days, the dispute will be resolved by:

Binding arbitration    Litigation in courts of competent jurisdiction

NOTICES

All notices required or permitted hereunder must be in writing and delivered to the addresses set forth below or to such other address as a Party designates by notice in accordance with this section. Notices delivered by email shall be effective upon confirmation of receipt if followed by a mailed copy.

MISCELLANEOUS

This Agreement is the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements. Neither Party may assign its rights or obligations without the prior written consent of the other Party, except to an affiliate or successor by merger or sale of substantially all assets. If any provision is held invalid, the remaining provisions remain in effect.

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