Miscellaneous Wiring Exhibit

MISCELLANEOUS WIRING EXHIBIT

This Miscellaneous Wiring Exhibit (the "Exhibit") is entered into by and between:

Company Name:

Recipient Name:

WHEREAS

WHEREAS, the Company and the Recipient are parties to a separate agreement titled Master Agreement, effective as of (the "Master Agreement");

WHEREAS, the parties desire to set forth wiring instructions, payment routing procedures, responsibilities for wire fees, and related terms applicable to payments made pursuant to the Master Agreement;

WHEREAS, the parties intend this Exhibit to govern the manner and allocation of risks associated with electronic funds transfers between the parties during the term set forth below.

SCOPE OF WORK

WIRING INSTRUCTIONS

Account Type: Checking Savings

PAYMENT TERMS

Responsibility for wire transfer fees:

TERM AND TERMINATION

Effective Date:    Termination Date:

Either party may terminate this Exhibit for convenience upon days prior written notice to the other party. Termination for cause is permitted immediately upon material breach by the other party if such breach is not cured within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

All banking details, account numbers and related routing information disclosed under this Exhibit constitute Confidential Information. Each party agrees to use the Confidential Information solely for the purpose of effecting wire transfers under the Master Agreement and to protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Disclosure is permitted only to employees, agents, or service providers who have a need to know and who are bound to confidentiality obligations no less protective than those contained herein.

AUTHORIZATION, CHANGE NOTICE AND LIABILITY

The party providing the wiring instructions ("Provider") represents and warrants that it is authorized to instruct the remitting bank to transmit funds to the account specified herein, that the account information is true and correct, and that it will promptly notify the other party in writing of any change to the banking information. The Provider assumes all liability for loss or delay caused by incorrect or incomplete wire instructions it provides.

Change of wiring instructions shall be effective only upon receipt by the other party of a signed amendment to this Exhibit or other written notice executed by an authorized representative of the Provider and acknowledged in writing by the receiving party. The receiving party will not be liable for any transfers made in reliance on previously provided instructions unless and until it has timely received and acknowledged a valid written amendment.

Notwithstanding anything to the contrary, neither party shall be liable for special, incidental, punitive or consequential damages arising from a wire transfer made in accordance with the then-current wiring instructions, except to the extent resulting from gross negligence or willful misconduct.

NOTICES AND CONTACTS

Required notice period for changes to wiring instructions: days.

INDEMNITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all losses, claims, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence, willful misconduct, or breach of this Exhibit, including but not limited to losses resulting from incorrect wiring instructions provided by the indemnifying party.

GOVERNING LAW; ENTIRE AGREEMENT

This Exhibit shall be governed by and construed in accordance with the laws chosen in the Master Agreement. In the absence of a governing law clause in the Master Agreement, this Exhibit shall be governed by the laws of the state specified here: .

This Exhibit, together with the Master Agreement and any other exhibits expressly incorporated by reference, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations or agreements, whether written or oral, relating to wiring instructions and related payment procedures. Any amendment to this Exhibit must be in a writing signed by authorized representatives of both parties.

CERTIFICATION

The undersigned certifies that the information provided in this Exhibit is true and correct, that the undersigned is an authorized representative with authority to bind the party on whose behalf this Exhibit is executed, and that the undersigned has taken reasonable steps to verify the accuracy of the wiring instructions herein.

I certify and authorize the use of the above wiring instructions for payments due under the Master Agreement.

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