Legal Bank Contract

LEGAL BANK CONTRACT

This Legal Bank Contract (the "Agreement") is entered into as of by and between Bank Name: with principal address: , and Client Name: with principal address: .

RECITALS

WHEREAS, Bank is duly authorized to provide banking, deposit-taking, treasury and related financial services to commercial clients and is regulated under applicable banking laws; and

WHEREAS, Client desires to retain Bank to provide certain services relating to accounts, payments, custody and related cash management on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

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

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings specified: "Account" means any deposit account or custody account established by Client with Bank pursuant to this Agreement; "Services" means the banking, payment, custody and related services described in Section 2; "Business Day" means any day on which commercial banks are open for business in the jurisdiction of Bank's principal office.

2. APPOINTMENT AND SERVICES

2.1 Appointment. Client appoints Bank to provide the Services described in this Agreement and Bank accepts such appointment subject to the terms herein.

2.2 Scope of Services. Bank shall provide the following services: deposit account services, funds transfer and wire services, collection and payment processing, custody and safekeeping of financial instruments, and such other services as the parties may agree in writing. Detailed description of Services:

3. ACCOUNTS, DEPOSITS AND AUTHORIZATION

3.1 Account Opening. Client will open one or more Accounts with Bank and shall provide all documentation reasonably required by Bank, including identification, corporate authorization and taxpayer identification: Taxpayer/EIN:

3.2 Account Numbers. Account or reference numbers to be used for Services:

4. FEES AND CHARGES

Client shall pay the fees, charges and expenses set forth in the fee schedule agreed by the parties. Bank may deduct fees from Client's Accounts as incurred. Fee schedule or special billing instructions:

5. REPRESENTATIONS AND WARRANTIES

5.1 Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into and perform this Agreement.

5.2 Client represents that all information provided to Bank for account opening, due diligence and anti-money laundering purposes is true, accurate and complete. Client shall promptly notify Bank in writing of any material change.

6. CONFIDENTIALITY

Each party shall keep confidential all non-public information received from the other party and shall not disclose such information except (a) to its employees, agents or professional advisers who need to know and are bound by confidentiality obligations, (b) as required by law, or (c) with the disclosing party's prior written consent. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement.

7. COMPLIANCE WITH LAWS; ANTI-MONEY LAUNDERING

Client shall comply with all applicable laws, rules and regulations, including anti-money laundering and sanctions laws. Bank may take such action as it reasonably deems necessary to comply with applicable law, including freezing accounts, declining transactions, or terminating Services without liability for resulting losses.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for willful misconduct or gross negligence, Bank shall not be liable for indirect, consequential or punitive damages. Client agrees to indemnify and hold harmless Bank, its officers and employees from and against any third-party claims, liabilities, losses, costs and expenses arising from Client's breach of this Agreement, misuse of Services, or violation of applicable law.

9. TERM AND TERMINATION

This Agreement shall commence on the effective date and continue until terminated by either party on not less than days' prior written notice, or earlier upon material breach that remains uncured after thirty (30) days' written notice.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

11. AMENDMENT; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Waiver of any provision shall not constitute a waiver of any other provision or waiver of the same provision on another occasion.

12. 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 transmitted by electronic means shall be binding.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflicts of law principles.

14. ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

MISCELLANEOUS

The obligations and remedies set forth in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Bank may assign or pledge its rights to facilitate financing or regulatory requirements.

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