Institutional Client Services Contract

INSTITUTIONAL CLIENT SERVICES CONTRACT

This Institutional Client Services Contract (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: , whose principal place of business is ("Client"), and Service Provider Name: , whose principal place of business is ("Service Provider").

RECITALS

WHEREAS, Service Provider is duly licensed and experienced in providing institutional services, including but not limited to advisory, administrative, and operational support described herein; and

WHEREAS, Client requires certain institutional services to support its business operations and desires to engage Service Provider to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the services to be performed by Service Provider.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall perform the institutional services described in the Statement of Work attached as Exhibit A and incorporated herein by reference. Services shall include, without limitation, advisory, operational support, reporting, and any other services expressly agreed in writing by the parties.

1.2 Standard of Performance. Service Provider shall perform the Services in a professional and workmanlike manner, consistent with industry standards applicable to institutional service providers, and shall comply with all agreed service levels set forth in Exhibit A.

2. FEES AND PAYMENT

2.1 Fees. Client shall pay Service Provider the fees set forth in Exhibit B. Unless otherwise stated, fees are exclusive of taxes for which Client is responsible.

2.2 Invoicing and Payment Terms. Service Provider shall invoice Client monthly in arrears. Client shall remit payment within days of receipt of a proper invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months (the "Initial Term"), unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, that is designated confidential or that reasonably should be understood to be confidential.

4.2 Obligations. Each party shall: (a) protect Confidential Information of the other with the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

5. DATA SECURITY AND PRIVACY

5.1 Security Measures. Service Provider shall maintain administrative, physical, and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, disclosure, alteration, or destruction. Service Provider shall promptly notify Client upon becoming aware of any security incident affecting Client Data.

5.2 Data Ownership. Client retains all right, title, and interest in Client Data. Service Provider shall process Client Data only in accordance with Client's documented instructions and this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Preexisting IP. Each party shall retain ownership of its preexisting intellectual property. Nothing in this Agreement transfers ownership of preexisting intellectual property of either party.

6.2 Deliverables. Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable, royalty-free license to use any deliverables produced solely for Client under this Agreement for Client's internal business purposes.

7. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

7.1 Mutual Representations. Each party represents that it is duly organized and has full power and authority to enter into and perform this Agreement and that execution of this Agreement has been duly authorized.

7.2 Service Provider Warranty. Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Service Provider. Service Provider shall indemnify, defend, and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement.

8.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. INSURANCE

Service Provider shall maintain at its expense customary insurance coverages, including general liability and professional liability insurance, in amounts commensurate with industry practices and sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates evidencing such insurance.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement, including applicable data protection and export control laws.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand, nationally recognized overnight carrier, certified mail (return receipt requested), or by electronic mail with confirmation of receipt if previously agreed in writing by the parties.

12. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly effects the original intent.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to its conflicts of law principles. Governing Jurisdiction:

15. ENTIRE AGREEMENT

This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

EXHIBITS

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