Professional Servicing Agreement

PROFESSIONAL SERVICING AGREEMENT

This Professional Servicing Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: , a business organized as Corporation LLC Individual, and Client: , a business organized as Corporation LLC Individual.

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional servicing, support, and related administrative services as more particularly described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform servicing of the assets and accounts identified in Schedule A and Service Provider is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that Service Provider will act as an independent contractor and not as an employee, partner, agent, or fiduciary of Client except as expressly set forth in this Agreement.

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

1. DEFINITIONS

1.1 "Services" means the servicing, administration, collection, reporting, and other tasks described in Section 2 and in Schedule A attached hereto. "Confidential Information" means nonpublic business, technical, financial or personal information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Service Provider shall perform the Services set forth in Schedule A, which may include account boarding, customer communications, payment processing, document retention, reporting, and regulatory compliance support. Service Provider shall perform Services in a professional and workmanlike manner consistent with applicable industry standards.

2.2 Service Provider shall maintain records of all actions taken in connection with the Services and shall provide Client with periodic reports in the form and frequency set forth in Schedule A.

3. TERM

This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of unless earlier terminated pursuant to Section 10. Thereafter this Agreement shall automatically renew for successive periods unless either party provides written notice of nonrenewal at least days prior to the end of the then-current term.

4. COMPENSATION AND PAYMENT

4.1 Client shall pay Service Provider fees in accordance with Schedule B. All fees shall be due within days of invoice unless otherwise agreed in writing.

4.2 Overdue amounts shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is lower. Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting past due amounts.

5. EXPENSES

Client shall reimburse Service Provider for reasonable and documented out-of-pocket expenses incurred in providing the Services, provided that such expenses are pre-approved in writing by Client where required by Schedule B.

6. STANDARDS OF PERFORMANCE; COMPLIANCE

6.1 Service Provider represents and warrants that it shall perform the Services in accordance with applicable laws, rules and regulations, and with the level of skill and care ordinarily exercised by service providers performing similar services.

6.2 Each party shall comply with all applicable laws, sanctions, trade control laws, and regulatory requirements in the performance of its obligations under this Agreement.

7. CONFIDENTIALITY

7.1 Each party shall maintain the confidentiality of Confidential Information received from the other party and shall not use or disclose such information except to perform its obligations under this Agreement or as required by law. The receiving party shall use at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

7.2 Confidential Information shall not include information that is or becomes generally available to the public other than as a result of a breach of this Agreement, or that was rightfully in the receiving party's possession prior to disclosure.

8. DATA PROTECTION

Service Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect personal data and other sensitive information processed in connection with the Services. Service Provider shall notify Client without undue delay upon becoming aware of any actual unauthorized access to Client data and shall cooperate with Client in any investigation or remediation.

9. SUBCONTRACTING

Service Provider may engage subcontractors to perform portions of the Services, provided that Service Provider remains responsible for the acts and omissions of its subcontractors and ensures that any subcontractor is bound by written obligations consistent with the confidentiality and data protection provisions of this Agreement.

10. TERMINATION

10.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

10.2 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred through the effective date of termination.

11. TRANSITION; RETURN OF MATERIALS

Upon expiration or termination of this Agreement, Service Provider shall, at Client's direction, provide reasonable transition assistance for a period of and shall return or destroy Client Materials in accordance with Client's instructions.

12. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, gross negligence or willful misconduct.

13. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or data protection obligations, neither party shall be liable to the other for consequential, special, incidental or punitive damages. The aggregate liability of each party for direct damages under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the period preceding the claim.

14. INSURANCE

Service Provider shall maintain commercial general liability, professional liability/errors & omissions, and cyber liability insurance with limits reasonably acceptable to Client and shall provide certificates of insurance upon request.

15. TAXES

Each party shall be responsible for its own taxes arising from the performance of this Agreement. Client shall not withhold taxes from payments to Service Provider unless required by applicable law, in which case Client shall withhold and remit such taxes and provide documentation to Service Provider.

16. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

17. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses below (or to such other address as a party may designate by notice in accordance with this Section):

18. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

19. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

20. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with Schedules A and B and any other written exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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.

21. MISCELLANEOUS

The relationship of the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship except as expressly set forth. Headings are for convenience only and shall not affect interpretation. Any provision requiring performance within a specified number of days shall be calculated using calendar days unless otherwise specified.

SCHEDULE A — DESCRIPTION OF SERVICES

SCHEDULE B — FEES AND EXPENSES

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