Financial Switch Agreement

FINANCIAL SWITCH AGREEMENT

This Financial Switch Agreement (the Agreement) is entered into between the parties identified below for the purpose of transferring or switching financial accounts, payment processing arrangements, or related services from an existing provider to a receiving provider under the terms set forth herein. Client Name: Current Provider: New Provider:

Recitals

WHEREAS, Client currently maintains certain financial accounts or service relationships with the Current Provider and seeks to transfer such accounts or services to the New Provider; and

WHEREAS, the parties desire to set forth the scope, responsibilities, data transfer requirements, fees, and legal protections applicable to the switch.

Definitions

For purposes of this Agreement the following definitions apply: "Accounts" means the accounts and service arrangements listed in the Accounts to be Switched table; "Effective Date" means the date specified below upon which the parties' obligations commence. Effective Date:

Scope of Switch

The parties agree that the switch shall include the orderly transfer of account ownership, transaction history, recurring payment arrangements, authorization records, and any ancillary data required to effect continuity of service. The specific Accounts to be Switched are set forth in the table below. The New Provider will accept transfers only upon verification of account holder authorization and completion of any required compliance checks.

Data Transfer, Security, and Compliance

The parties shall coordinate to transfer account data using mutually agreed secure protocols. Each party represents that it will comply with applicable laws and regulations governing financial data, privacy, anti-money laundering, and consumer protection. The transferring party shall produce written authorization for each account transfer prior to execution. Data Transfer Lead:

Fees, Billing, and Payment Terms

The New Provider's fees for switch activities, data conversion, and any setup charges shall be invoiced as set forth below. Client shall remain responsible for all fees and charges assessed by the Current Provider unless otherwise agreed in writing.

Representations and Warranties

Each party represents and warrants to the other that it has full corporate or legal power and authority to enter into this Agreement, that execution and performance will not violate applicable law or other agreements, and that all authorizations required to effect the switch have been or will be obtained prior to transfer. The transferring party warrants that account holder consents have been obtained for the transfer and that the information provided is accurate and complete.

Confidentiality and Data Use

Each party shall keep confidential all non-public information received in connection with the switch and shall use such information only to perform obligations under this Agreement. Confidential information shall not be disclosed except as required by law or with prior written consent. Any permitted disclosures shall be subject to obligations of confidentiality equivalent to those set forth herein.

Liability, Indemnification, and Limits on Damages

Each party agrees to indemnify the other against claims arising from breaches of representations, negligence, or willful misconduct. Neither party shall be liable for indirect, incidental, or consequential damages, except for breaches involving gross negligence, willful misconduct, or violations of data protection law. The parties' aggregate liability for direct damages shall be limited to fees paid or payable under this Agreement for the specific switch at issue.

Term and Termination

This Agreement commences on the Effective Date and continues until completion of the switch unless earlier terminated for material breach, insolvency, or by mutual written agreement. Early termination shall not relieve the Client of payment obligations for work completed and reasonable wind-down costs. Early Termination Fee (if any):

Notices and Contact Information

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses shown below. Notices are effective upon personal delivery, or three business days after deposit with a nationally recognized carrier.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the state or jurisdiction designated below. The parties agree to attempt prompt good-faith negotiation of any dispute. If not resolved, the parties agree to submit disputes to binding arbitration or to the courts as selected below.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives. Any provision found unenforceable shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

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