Legal Bankers Application Form

LEGAL BANKERS APPLICATION FORM

This Legal Bankers Application Form (the "Application") is entered into between Bank Name: and Applicant Name: on Effective Date: . The Bank seeks to evaluate and, if approved, engage the Applicant to provide legal services consistent with the terms set forth herein.

RECITALS

WHEREAS, the Bank requires qualified legal counsel to advise on banking, regulatory, litigation and transactional matters and to serve as approved outside counsel when conflicts, capacity or specialization require external counsel; and

WHEREAS, the Applicant represents that the Applicant possesses the requisite licensing, professional liability insurance and specialized experience to perform such legal services and seeks inclusion on the Bank's approved counsel panel; and

WHEREAS, the Bank requires written representations and covenants, and authorization to perform due diligence, prior to approval;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Bank and Applicant agree as follows.

1. DEFINITIONS

In this Application, the following terms shall have the meanings set forth below: "Services" means legal services described in Section 2; "Confidential Information" means information designated as confidential or that by its nature would reasonably be considered confidential.

2. SCOPE OF SERVICES

Applicant applies to provide the following categories of legal services to the Bank: . The Bank's engagement of the Applicant for any matter will be evidenced by a separate engagement letter that will incorporate these Application terms where applicable.

3. QUALIFICATIONS AND LICENSES

4. ENTITY TYPE

Select applicable entity type: Individual Attorney Law Firm LLP/LLC Corporation

5. PROFESSIONAL LIABILITY INSURANCE

Applicant certifies that it maintains professional liability insurance with limits not less than $ per claim and an aggregate limit of $ . Insurance carrier: . Policy number: .

6. REPRESENTATIONS AND WARRANTIES

Applicant represents and warrants to the Bank that: (a) Applicant is duly licensed and in good standing in each jurisdiction in which Applicant practices; (b) there are no pending disciplinary proceedings that would materially impair Applicant's ability to provide Services; (c) Applicant will comply with all applicable laws, regulations and the Bank's policies provided to Applicant in writing; and (d) Applicant's acceptance of any engagement will not create a conflict of interest that has not been disclosed to the Bank.

7. CONFLICTS OF INTEREST

Applicant agrees to perform a conflicts check for each proposed engagement and promptly disclose all known or potential conflicts. If a conflict exists that is not waivable under applicable law, Applicant shall decline the engagement. Applicant certifies that the conflicts disclosure below contains all known matters that could reasonably be expected to give rise to a conflict.

8. BACKGROUND CHECK AUTHORIZATION

Applicant authorizes the Bank to conduct background checks, which may include verification of credentials, credit checks, criminal history searches and professional standing. Applicant certifies that the information set forth in this Application is true and complete.

9. CONFIDENTIALITY

Applicant agrees to treat all Bank information obtained in connection with any engagement as Confidential Information. Applicant shall not disclose Confidential Information except as required by law or with the Bank's prior written consent. Applicant shall implement and maintain reasonable information security measures appropriate to the sensitivity of the information.

10. FEES, BILLING AND EXPENSES

Proposed hourly rates and billing contact for the Applicant's attorneys and professionals shall be set forth below. All invoices must be itemized and submitted in the Bank's required format. The Bank reserves the right to negotiate rates for specific matters and to require prior written approval for significant case-related expenses.

11. INDEMNIFICATION

Applicant shall indemnify, defend and hold harmless the Bank and its directors, officers and employees from and against any claims, liabilities, losses, damages and expenses arising out of Applicant's negligence, willful misconduct, breach of this Application or unauthorized disclosure of Confidential Information, except to the extent caused by the Bank's gross negligence or willful misconduct.

12. TERM AND TERMINATION

This Application shall remain in effect until terminated by either party upon thirty (30) days' written notice. The Bank may suspend or remove Applicant from the Bank's approved panel immediately for cause, including material breach, loss of license, or material conflict of interest.

13. NOTICES

All notices under this Application shall be in writing and delivered to the contact persons listed below.

14. AMENDMENT, WAIVER, COUNTERPARTS

This Application may be amended only by a written agreement signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Application 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.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Application shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. This Application constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings. If any provision of this Application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

CERTIFICATIONS

By signing below, Applicant certifies under penalty of perjury that the information provided in this Application is true, complete and accurate to the best of Applicant's knowledge and that Applicant will promptly notify the Bank of any material change in the information provided.

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