Legal Wiring Instructions

LEGAL WIRING INSTRUCTIONS

This Legal Wiring Instructions (the Agreement) is made effective as of by and between Payer Name: and Beneficiary Name: .

RECITALS

WHEREAS, Payer and Beneficiary have entered into an underlying transaction or contractual arrangement pursuant to which Payer is obligated to transfer funds to Beneficiary; and

WHEREAS, the Parties wish to set forth the beneficiary bank account and routing details, verification procedures, and the legal terms that govern the acceptance and execution of electronic funds transfers in connection with such transaction; and

WHEREAS, Beneficiary represents and warrants that the account information provided in this Agreement is true, complete, and that Beneficiary is authorized to receive funds into the account specified herein.

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

1. WIRE INSTRUCTIONS

2. AUTHORIZATION, CERTIFICATION AND WARRANTIES

Beneficiary hereby certifies and warrants to Payer that the banking and account information provided in Section 1 is true and correct, that Beneficiary is the lawful owner of the account and is authorized to receive funds into such account, and that no person or entity has any lien, claim, or encumbrance with respect to funds received into the account unless disclosed in writing to Payer prior to the Effective Date.

Beneficiary further authorizes Payer to rely upon these wiring instructions for the transmission of funds and acknowledges that Payer has no duty to independently verify the correctness of such information beyond Payer's standard verification procedures set forth in Section 3. Beneficiary agrees to indemnify and hold harmless Payer and its affiliates, officers, directors, agents and employees from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any incorrect or fraudulent account information provided by Beneficiary.

3. VERIFICATION PROCEDURES

Prior to initiating any wire transfer, Payer shall attempt to verify the wiring instructions and authorizations using established internal verification procedures, which may include but are not limited to: independent telephone confirmation to a previously established contact, verification of account details with the receiving bank, and review of corporate authorization documentation. Beneficiary acknowledges that electronic or written communications are subject to interception and fraud and that additional verification steps may be required by Payer at Payer's discretion.

4. INDEMNITY, LIMITATION OF LIABILITY

Except to the extent caused by the gross negligence or willful misconduct of Payer, Beneficiary shall indemnify and hold harmless Payer from all losses, damages or expenses arising out of payments made in reliance upon the wiring instructions. In no event shall Payer be liable for indirect, special, consequential or punitive damages. The Parties agree that monetary damages shall be the sole and exclusive remedy for any breach of this Agreement.

5. CONFIDENTIALITY

The Parties agree to maintain the confidentiality of the account and verification information provided herein and to disclose such information only to employees, agents or service providers with a legitimate need to know in order to carry out the purposes of this Agreement, or as required by applicable law.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address designated by a Party in writing in accordance with this Section. Delivery by electronic mail is permitted for informational purposes but shall not be deemed adequate notice unless accompanied by a written confirmation delivered by courier, personal delivery, or certified mail.

7. AMENDMENT; REVOCATION

These wiring instructions may be amended or revoked only by a written instrument executed by an authorized representative of the Party seeking to effect such amendment or revocation and received by the other Party in accordance with the Notices provisions. Any attempted amendment or revocation sent by electronic mail without such written confirmation shall be ineffective.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the jurisdiction selected by the Parties below, without regard to conflict of law principles. The Parties may designate the governing jurisdiction by written insertion below.

Governing Jurisdiction:

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding and agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written, relating thereto.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the extent possible, achieves the Parties' original intent.

11. 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 treated as original signatures for all purposes.

CERTIFICATION

The undersigned hereby certifies that he or she is authorized to execute this Agreement on behalf of the Party for which they sign, that the information contained herein is true and correct, and that the Party agrees to be bound by the terms and conditions set forth above.

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