Legal Wires Agreement

LEGAL WIRES AGREEMENT

This Legal Wires Agreement (the "Agreement") is entered into as of by and between Client Name: with principal address at , and Service Provider Name: with principal address at . Each of the foregoing may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client requires the initiation, transmission and settlement of electronic wire transfers (each, a "Wire") from Client accounts and desires that Service Provider act as an agent to initiate such Wires on Client's behalf in accordance with the terms of this Agreement;

WHEREAS, Service Provider maintains the operational capability, compliance programs and banking relationships necessary to effect Wires and is willing to provide such services subject to Client's written instructions, representations, warranties and indemnities set forth herein;

WHEREAS, the Parties intend by this Agreement to allocate responsibilities for authorization, verification, compliance, fees, liability and recordkeeping with respect to the initiation and processing of Wires;

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Person" means an individual or officer designated in writing by Client to request and approve Wires under this Agreement, whose specimen signature or other authentication method has been delivered to Service Provider.

1.2 "Instructions" means a written, electronic or other recorded communication from Client by an Authorized Person specifying beneficiary, beneficiary account, beneficiary bank, amount, currency and any other information reasonably required to initiate a Wire.

1.3 "Business Day" means any day on which commercial banks are open for business in the jurisdiction of the sending bank and any intermediary bank used for settlement.

2. APPOINTMENT AND SCOPE

2.1 Appointment. Client appoints Service Provider, and Service Provider accepts the appointment, to act as Client's agent solely for the limited purpose of initiating Wires in accordance with Instructions delivered by Authorized Persons. Service Provider's obligations are limited to acting on such Instructions and performing commercially reasonable verification procedures described in Section 3.

2.2 Limits on Authority. Service Provider has no authority to modify Instructions, to authorize disbursements other than the specified Wire, or to bind Client beyond the execution of each Wire. Client remains the beneficial owner and retains sole responsibility for the purpose and propriety of each Wire.

3. WIRE INSTRUCTIONS; VERIFICATION

3.1 Delivery of Instructions. Client shall deliver Instructions to Service Provider in the form(s) and through the channels mutually agreed by the Parties. Instructions must identify the Authorized Person approving the Wire and include complete beneficiary banking details.

3.2 Verification Procedures. Service Provider shall use commercially reasonable procedures to verify that Instructions are from an Authorized Person. Such procedures may include voice authentication, multi-factor authentication, use of secure portals, or written confirmation. Client acknowledges that verification is limited to those procedures and that Service Provider is not obligated to detect fraud beyond such procedures.

3.3 Reliance on Instructions. Service Provider may rely conclusively on the content of any purported Instruction received in accordance with agreed procedures and shall have no duty to inquire into the purpose of any Wire or the beneficial ownership of the beneficiary account.

4. REPRESENTATIONS AND WARRANTIES

4.1 Client represents and warrants that: (a) it has full power and authority to enter into this Agreement and to instruct Service Provider to originate Wires; (b) each Instruction provided under this Agreement will be accurate and complete; and (c) all Wires originated pursuant to Instructions will not violate any applicable law, regulation or contractual obligation.

4.2 Service Provider represents and warrants that it will perform its obligations under this Agreement in a commercially reasonable manner and in compliance with applicable laws and banking practices, subject to the limitations and disclaimers herein.

5. FEES AND EXPENSES

5.1 Payment. Client shall pay Service Provider the fees set forth above. Fees may be deducted from the Wire amount if mutually agreed in writing; otherwise Service Provider shall invoice Client and Client shall pay within thirty (30) days of invoice.

6. CONFIDENTIALITY

6.1 Each Party shall treat as confidential all nonpublic information received from the other Party in connection with the performance of this Agreement and shall not disclose such information except to its employees, agents or subcontractors who need to know for performance and who are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information that is or becomes publicly available other than by breach of this Agreement.

7. COMPLIANCE WITH LAW

7.1 Each Party shall comply with all applicable anti-money laundering, sanctions, tax reporting and other legal requirements applicable to the performance of this Agreement. Service Provider may withhold, decline or suspend processing of any Wire to the extent required by applicable law or bank policy.

8. INDEMNIFICATION

8.1 Client shall indemnify, defend and hold harmless Service Provider and its affiliates, officers, directors and employees from and against any and all losses, claims, fines, penalties, liabilities and expenses (including reasonable attorneys' fees) arising out of or related to Client's breach of this Agreement, fraudulent Instructions, or Client's failure to comply with law.

8.2 Service Provider shall indemnify Client to the extent caused by Service Provider's gross negligence or willful misconduct in carrying out its obligations; provided that Service Provider's liability shall be subject to the limitations in Section 9.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS.

9.2 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) THE AMOUNT OF THE WIRE DIRECTLY INVOLVED IN THE APPLICABLE CLAIM.

10. RECORDS; AUDIT

10.1 Service Provider shall retain records of Wires and related communications for a period of not less than five (5) years. Client may request copies of records relevant to transactions initiated under this Agreement and Service Provider shall provide such records subject to reasonable fees and confidentiality obligations.

11. TERM; TERMINATION; SURVIVAL

11.1 Term. This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) days' prior written notice to the other Party, except as otherwise provided herein.

11.2 Termination for Cause. Either Party may terminate this Agreement immediately for material breach by the other Party, insolvency, or material violation of applicable law.

11.3 Survival. Sections relating to Fees, Confidentiality, Indemnification, Limitation of Liability, Governing Law and any other provisions which by their nature should survive, shall survive termination or expiration of this Agreement.

12. NOTICES

12.1 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 specify in writing in accordance with this Section) and shall be deemed given: (a) on the date of personal delivery; (b) on the Business Day of electronic delivery, if delivered by secure portal or authenticated electronic transmission; or (c) on the second Business Day after deposit with a recognized overnight courier service.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended only by a written instrument executed by both Parties.

13.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No single waiver shall constitute a continuing waiver.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one agreement.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

14.2 Entire Agreement. This Agreement, together with any schedules or written instructions incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held unenforceable, invalid or illegal, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision reflecting the original intent to the greatest extent permitted by law.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

15.2 Notices of Unauthorized or Erroneous Wires. Client shall promptly notify Service Provider if Client becomes aware of any unauthorized, erroneous or suspicious Wire. Notification does not alter the Parties' respective liabilities except as required by applicable law.

WIRE INSTRUCTION ATTACHMENT

Attach or provide any additional instructions, special settlement conditions, or recurring wire templates below. Service Provider will rely on the most recent written instruction provided by Client.

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