Trustee Services Agreement

TRUSTEE SERVICES AGREEMENT

This Trustee Services Agreement ("Agreement") is entered into on by and between Client Name: ("Client") and Trustee Name: ("Trustee").

RECITALS

WHEREAS, Client desires to engage Trustee to perform trustee, custodial and administrative services with respect to the trust or assets identified below under the terms and conditions set forth in this Agreement; and

WHEREAS, Trustee represents that it is duly authorized and qualified to act as trustee and has the experience and personnel necessary to perform the services described herein in accordance with applicable fiduciary standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the administration, management and disposition of the assets subject to this Agreement.

IDENTIFICATION OF SUBJECT ASSETS

SCOPE OF WORK

Trustee shall perform trustee services including, without limitation, receipt, safekeeping, investment, management and disposition of trust assets, payment of liabilities and distributions in accordance with the governing instruments and applicable law. Trustee shall provide periodic accounting, administer tax filings related to trust administration as required, and take such actions as are incidental and necessary to carry out its duties as trustee.

COMPENSATION AND PAYMENT TERMS

Client shall pay Trustee fees for services rendered as set forth below. Fees are exclusive of out-of-pocket expenses, taxes and third-party charges, which Client shall reimburse as provided herein.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date set forth above and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured for the notice period specified above, or immediately for insolvency or a final order appointing a receiver for the other party. Upon termination, Trustee shall deliver to Client all trust assets, records and a final accounting, subject to Trustee's right to retain fees and reasonable expenses incurred prior to termination.

CONFIDENTIALITY

Trustee shall hold confidential and shall not disclose to any third party any nonpublic information concerning the Client or the trust assets, except as required by law, compelled by judicial process, or necessary to perform Trustee's duties under this Agreement. Confidential information shall not include information in the public domain through no fault of Trustee.

STANDARD OF CARE; LIMITATION OF LIABILITY

Trustee shall perform its duties in good faith and with the level of care, skill and prudence that a reasonably prudent trustee would exercise under similar circumstances. Except for liability arising from Trustee's willful misconduct, gross negligence or bad faith, Trustee shall not be liable for any loss arising from investments or actions taken in good faith in reliance on the terms of this Agreement or the governing instruments.

INDEMNIFICATION

Client shall indemnify, defend and hold Trustee harmless from and against any and all losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by Trustee in connection with the performance of Trustee's duties hereunder, except to the extent such losses result from Trustee's willful misconduct, gross negligence or bad faith.

RESIGNATION AND SUCCESSOR TRUSTEE

Trustee may resign at any time upon giving written notice to Client with the notice period set forth above. Upon resignation or removal, Trustee shall take reasonable steps to transfer custody and administration of the assets to the successor trustee designated by Client or appointed pursuant to the governing instrument, and shall deliver all trust records and a final accounting as provided herein.

RECORDS; ACCOUNTING

Trustee shall keep accurate books and records of all transactions relating to the trust assets and shall provide Client with periodic statements and accounting in accordance with the payment schedule or upon reasonable request. Trustee's records shall be available for inspection by Client or Client's authorized representative upon reasonable notice.

CONFLICTS OF INTEREST

Trustee shall disclose to Client any material conflict of interest that reasonably may affect Trustee's performance of services hereunder. Where a conflict exists, Trustee shall act in accordance with applicable fiduciary duties and, if necessary, seek Client's informed consent to proceed.

GOVERNING LAW; SEVERABILITY

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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations. This Agreement may be amended only by a written instrument signed by both parties.

NOTICES

All notices and communications 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 designate by written notice in accordance herewith.

MISCELLANEOUS PROVISIONS

The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties agree to cooperate and execute such further documents and instruments as may be reasonably necessary to carry out the intent of this Agreement.

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