Financial Trade Services Agreement

FINANCIAL TRADE SERVICES AGREEMENT

PARTIES AND EFFECTIVE DATE

This Financial Trade Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing trade execution, clearing facilitation, and related financial transaction services; and

WHEREAS, Client desires to retain Service Provider to perform the Services described herein and Service Provider agrees to provide such Services under the terms and conditions of this Agreement.

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings ascribed to them in this section. "Services" means the financial trade services described in Section 3. "Confidential Information" means non-public information disclosed in connection with the Services.

SCOPE OF SERVICES

Service Provider will provide transaction sourcing, trade execution, settlement support, confirmations, and post-trade reconciliation as requested by Client in accordance with industry practice and applicable law. Services will be provided with due professional care and in compliance with Client's written trading limits and instructions.

FEES, BILLING AND PAYMENT

Client shall pay Service Provider the fees set forth in the Fee Schedule below. Fees are exclusive of taxes unless otherwise stated. All fees are due in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall be responsible for collection costs, including reasonable attorneys' fees, incurred by Service Provider to collect overdue amounts.

TERM, TERMINATION AND SUSPENSION

The term of this Agreement commences on the Effective Date and continues for months unless earlier terminated in accordance with this Agreement. Either party may terminate for convenience upon days' written notice.

Service Provider may suspend Services immediately upon Client's material breach, failure to pay undisputed fees, insolvency, or as required by applicable law or regulatory directive.

REPRESENTATIONS, WARRANTIES AND COMPLIANCE

Each party represents and warrants that it has the power and authority to enter into this Agreement. Client represents that it will provide complete and accurate information required for trades and will comply with all applicable laws and sanctions. Client hereby certifies that it will not use the Services for any illicit activity.

Client certifies that it has provided true and complete know-your-customer documentation and will update such documentation promptly upon request.

CONFIDENTIALITY AND DATA SECURITY

Each party shall maintain the confidentiality of Confidential Information and shall not disclose it except to employees, agents or professional advisors on a need-to-know basis or as compelled by law. Parties shall implement commercially reasonable technical and organizational measures to protect personal and transaction data.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify the other from third-party claims arising from the indemnifying party's breach, gross negligence or willful misconduct. Except for indemnification for third-party claims, neither party shall be liable for indirect, incidental, special or consequential damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the fees paid to Service Provider under this Agreement in the preceding twelve (12) months.

RECORDS, AUDIT AND REPORTING

Service Provider shall maintain complete and accurate records relating to trades and fees for a minimum of five (5) years. Client may request, no more than once per calendar year, an audit or report of trade activity and fees, subject to reasonable confidentiality protections and at Client's expense if beyond routine reporting.

NOTICES

All notices under this Agreement shall be in writing and delivered by hand, certified mail, or overnight courier to the parties' addresses set forth below (or to such other address as either party designates in writing).

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the state or jurisdiction specified below, without regard to conflict of laws rules. Disputes shall first be referred to senior executives of each party for negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration unless the parties agree otherwise.

MISCELLANEOUS

This Agreement, together with any exhibits or fee schedules, constitutes the entire agreement between the parties relating to the Services and supersedes prior proposals and agreements. No amendment is effective unless in writing and signed by authorized representatives of both parties. Neither party may assign its rights without the other's prior written consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties.

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