Legal Wire Set Up Form

LEGAL WIRE SET UP FORM

This Legal Wire Set Up Form ("Agreement") is entered into on this day of , by and between Client Name: , Client Address: (hereinafter "Client"), and Beneficiary Name: , Beneficiary Address: (hereinafter "Beneficiary").

RECITALS

WHEREAS, Client requires electronic funds transfers by wire to the account(s) of Beneficiary from time to time in the course of Client's business; and

WHEREAS, Beneficiary has provided to Client certain bank account and intermediary bank information and desires that Client rely upon those instructions to initiate wire transfers; and

WHEREAS, the parties wish to memorialize the wire set up, verification procedures, and respective representations, warranties and indemnities applicable to the initiation of wires.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Wire Instruction" means the bank account, routing, intermediary bank and related information provided by Beneficiary to Client for the purpose of initiating an outgoing wire transfer; "Authorized Contact" means the individual designated by either party in Section 7 to receive and confirm wiring instructions; "Business Day" means any day other than a Saturday, Sunday or legal public holiday in the jurisdiction of Client's primary operations.

2. WIRE INSTRUCTIONS — ACCOUNT DETAILS

Beneficiary hereby provides the following bank account information to be used by Client to initiate wires. Beneficiary certifies that the information is true, correct and complete and that Beneficiary is the lawful owner of the referenced account.

3. EFFECTIVE DATE

This Wire Instruction shall become effective as of day of , and shall remain in effect until replaced in accordance with Section 8.

4. SECURITY PROCEDURES AND VERIFICATION

Client shall implement and employ commercially reasonable security procedures to authenticate wire payment requests and changes to Wire Instructions. Beneficiary acknowledges that the following verification methods may be used and agrees to their application:

Call-back verification to Authorized Contact using the telephone number on file.

Written confirmation signed by an authorized officer delivered by secure means.

Beneficiary acknowledges that Client shall have no liability for a wire transfer initiated pursuant to Wire Instructions that are received by Client in electronic or other form that accurately match the information provided herein, and that Beneficiary bears the risk of loss from misdirected or fraudulent instructions unless caused by Client's gross negligence or willful misconduct.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations; (b) the individuals executing this Agreement on its behalf are duly authorized; and (c) the Wire Instructions and any information provided are accurate and complete. Beneficiary further warrants that it is the lawful owner of the account identified and that receipt of wired funds by that account will not violate applicable law.

6. INDEMNITY

Beneficiary shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) incorrect or incomplete Wire Instructions provided by Beneficiary; (b) Beneficiary's breach of any representation, warranty or covenant contained herein; or (c) fraudulent or unauthorized instructions that are not the result of Client's gross negligence or willful misconduct.

7. CONFIDENTIALITY

Each party shall maintain the confidentiality of the other party's non-public information obtained under this Agreement and shall use such information only for purposes of performing its obligations hereunder, except as required by law or regulatory authority. Disclosure of Wire Instructions to a bank or payments processor for the purpose of effectuating a transfer shall not constitute a breach of this Section.

8. 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 either party may designate by notice.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Client: Governing Law State/Country: without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic image or facsimile shall be binding.

CERTIFICATION

Beneficiary certifies that it will promptly notify Client in writing of any change to the Wire Instructions and that it assumes full responsibility for verifying and updating bank account information. Client is authorized to rely on the Wire Instructions until Client receives written replacement instructions in accordance with Section 8 and completes Client's prescribed verification process.

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