Legal Wire Disclosure Form

LEGAL WIRE DISCLOSURE FORM

This Legal Wire Disclosure Form (this "Disclosure") is made and entered into as of Date: by and between Client Name: , Entity Type: Corporation LLC Individual, with principal place of business at (\"Client\"), and Bank Name: , Entity Type: Bank Branch, with principal place of business at (\"Bank\").

RECITALS

WHEREAS, Client maintains accounts with Bank and from time to time will transmit or receive funds by wire transfer (each, a "Wire"); and

WHEREAS, the parties desire to set forth the procedures, acknowledgements and disclosures governing the transmission, verification and acceptance of Wire Instructions and the allocation of risks related thereto; and

WHEREAS, the parties intend that Bank may rely upon and act in accordance with Wire Instructions delivered in accordance with the procedures set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Disclosure, the following terms have the meanings set forth below:

(a) "Wire Instruction" means instructions, whether given orally, in writing, by facsimile, electronic transmission (including secure messaging), email or other communication method, directing Bank to effect a Wire or to transfer funds from or to any account specified by Client.

(b) "Authorized Signer" means an individual whose name and specimen signature are provided to Bank in accordance with Section 4 and who is authorized to deliver Wire Instructions on behalf of Client.

2. WIRE INSTRUCTIONS; DISCLOSURES

Client hereby discloses the following primary wire beneficiary and correspondent bank information to be relied upon by Bank unless Client provides updated written instructions in accordance with Section 4:

3. ACKNOWLEDGMENT OF RISK; CLIENT RESPONSIBILITIES

Client acknowledges that (a) Wire Instructions, once executed by Bank, are generally irrevocable and may not be recoverable; (b) errors, unauthorized transmissions, or fraud can occur and may result in loss of funds; and (c) Bank has no obligation to recover funds except to the extent recoveries are possible under applicable law and network rules.

Client agrees to: (i) verify Wire Instructions prior to submission; (ii) use the verification procedures set forth in Section 4 for high-dollar or sensitive transfers; and (iii) promptly notify Bank of any suspected unauthorized transaction.

4. VERIFICATION PROCEDURES; AUTHORIZED SIGNERS

Client shall provide Bank with a written list of Authorized Signers containing each individual's printed name, title, specimen signature, and telephone number. Bank may, in its sole discretion, rely upon Wire Instructions that appear to be delivered by or on behalf of any Authorized Signer.

For Wire Instructions received by telephone, facsimile or electronic message, Bank may require secondary authentication and may delay processing until authentication is complete. Client accepts that delays may occur and that Bank shall not be liable for consequential damages resulting from such delays where Bank acts in good faith.

5. FRAUD, UNAUTHORIZED INSTRUCTIONS, AND LIMITATION OF LIABILITY

Bank may rely upon and act in accordance with Wire Instructions reasonably believed by Bank to be genuine. Client acknowledges that Bank is not liable for losses resulting from (a) forged signatures or altered instructions unless Bank's gross negligence or willful misconduct is the proximate cause; (b) reliance on a person who appears to be an Authorized Signer; or (c) transmission of instructions by email, fax or other electronic means that are intercepted or altered by third parties.

To the fullest extent permitted by law, Bank's liability for loss or damage arising out of the performance of this Disclosure shall be limited to the lesser of direct actual damages proven by Client and the amount of the Wire at issue. Bank is not liable for special, incidental, punitive or consequential damages.

6. INDEMNITY

Client shall indemnify, defend and hold harmless Bank and its officers, directors, employees and agents from and against any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees) arising from or in connection with Client's breach of this Disclosure, Client's negligence or willful misconduct, or any Wire Instructions provided by Client, except to the extent such claims arise from Bank's gross negligence or willful misconduct.

7. FEES, COSTS AND TAXES

Client shall be responsible for all fees, charges and expenses imposed by Bank and any intermediary or receiving banks in connection with Wires transmitted pursuant to this Disclosure. If Client requests Bank to reimburse intermediary or receiving bank fees, Client acknowledges Bank may deduct such fees from the transmitted amount.

8. CONFIDENTIALITY

The parties agree to keep Wire Instructions and related account information confidential, except as required by law, regulation, or a supervisory authority, or to the extent disclosure is necessary to effect the Wire or to collect fees. Bank may disclose information to correspondent banks and service providers as necessary to process Wires.

9. NOTICES

All notices required or permitted under this Disclosure shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notices sent by email shall be effective only upon acknowledgment by the receiving party.

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Disclosure shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right under this Disclosure shall constitute a waiver of that right. This Disclosure may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate power and authority to enter into this Disclosure, that the person signing below is duly authorized to execute this Disclosure on behalf of such party, and that this Disclosure constitutes a valid and binding obligation enforceable in accordance with its terms.

13. ELECTRONIC COMMUNICATIONS AND ACCEPTANCE

Client agrees that Bank may accept and act upon Wire Instructions transmitted by electronic means, provided such instructions are in a form reasonably acceptable to Bank. Client accepts the risks inherent in electronic communications, including interception, alteration and unauthorized access.

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