Common use of Standard Terms Clause in Contracts

Standard Terms. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof. Management is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Management and Client. This Agreement (including all the following pages through and including all Exhibit(s) and New Account Forms for each Account completed now or in the future) is the entire Agreement of the parties and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements, and understandings. On this Agreement Client may choose to include an existing account signed under a previous contract with Management, superseding that previous contract. This Agreement and each New Account Form may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same agreement. Signature pages and other evidence of client approval, consent and agreement may be executed by ink or other “wet” signature or by electronic mark and such executed pages may be delivered using PDF or similar file type, transmitted via electronic mail, cloud- based server, e-signature technology or other similar electronic means. Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement. Please complete all applicable sections in full. 1. Client has carefully reviewed and confirms the accuracy and completeness of all information about Client in this Agreement (even if such information was pre-filled by Management). 2. All of the assets to be managed by Management are derived from legal and legitimate sources and not in violation of any applicable law, rule or regulation. 3. Neither Client nor any other person with any interest in any Account is an officer or director of a publicly traded company and Client will notify Management otherwise of the name of the publicly traded company. 4. Management may rely on the documentation Client used or will use to establish the brokerage Account(s) and/or custodial relationships, all of which is accurate and complete, to determine, as applicable, Client’s type of entity, jurisdiction of formation and jurisdiction of principal place of business. If Client’s jurisdiction of formation or principal place of business is located outside the United States, Client will immediately notify Management. 5. Client has established the identity of each director, officer and beneficial owner of the Client (including but not limited to, each shareholder, member, partner and beneficiary). 6. Client does not have any intention or obligation to distribute, assign, transfer or sell all or any portion of the interests to any of its directors or beneficial owners in any of Client’s Accounts. 7. Client is not a publicly traded company. If Client is a publicly traded company, Client will immediately notify Management. 8. Client has established and applies anti-money laundering practices and procedures that comply with all applicable laws, rules and regulations and no director, officer, manager member, partner, shareholder or other beneficial owner of Client is (a) a person, entity or other organization that is included on any so-called "watch list" maintained by any governmental agency of the United States of America ("U.S."), including, but not limited to, the U.S. Central Intelligence Agency, the U.S. Department of the Treasury, the U.S. Federal Bureau of Investigation, the U.S. Internal Revenue Service, the U.S. Office of Foreign Assets Control and the U.S. Securities and Exchange Commission, (b) a senior foreign political figure1, an immediate family member of a senior foreign political figure2 or a close associate of a senior foreign political figure3 or (c) is acting as an agent, representative, nominee or intermediary for any other person, entity or other beneficial owner. 9. Client acknowledges having received Xxxxxxxxx Management Group’s Form ADV2 prior to signing this Agreement. 10. Client agrees to and understands all the Terms in the Agreement. 11. Client/ agrees that Management is authorized to accept all account instructions from or provide information to all Clients/Account Contacts regarding any Account referenced herein (or added by a future amendment). Note, in the case of a trust, Management may not be able to provide information or take directions from anyone other than the trustee(s). 12. If Client is a Trust, Client authorizes Management to rely on instructions from any person holding themselves out as a trustee or co-trustee of that trust without the need for any further investigation, including, but not limited to, whether such person has the authority to provide such instructions. Client shall be responsible for ensuring any consent required in the Client’s trust document to provide an instruction has been obtained in connection with any such instruction and authorizes Management to assume that such consents have been obtained Management shall not be liable to Client for, and Client shall indemnify Management from and against any claims, costs, expenses, damages, or losses as a result of or relating to such reliance. Management will not accept the instruction to require more than one trustee to provide instructions. 13. Client agrees that Management is authorized to provide all information regarding Client’s goals and financial situation, including the amount and location of all assets managed or otherwise, with any broker/consultant who referred Client to Management. 1 A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. A “senior foreign political figure” also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

Standard Terms. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof. Management is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Management and Client. This Agreement (including all the following pages through and including all Exhibit(s) and New Account Forms for each Account completed now or in the future) is the entire Agreement of the parties and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements, and understandings. On this Agreement Client may choose to include an existing account signed under a previous contract with Management, superseding that previous contract. This Agreement and each New Account Form may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same agreement. Signature pages and other evidence of client approval, consent and agreement may be executed by ink or other “wet” signature or by electronic mark xxxx and such executed pages may be delivered using PDF or similar file type, transmitted via electronic mail, cloud- based server, e-signature technology or other similar electronic means. Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement. Please complete all applicable sections in full. 1. Client has carefully reviewed and confirms the accuracy and completeness of all information about Client in this Agreement (even if such information was pre-filled by Management). 2. All of the assets to be managed by Management are derived from legal and legitimate sources and not in violation of any applicable law, rule or regulation. 3. Neither Client nor any other person with any interest in any Account is an officer or director of a publicly traded company and Client will notify Management otherwise of the name of the publicly traded company. 4. Management may rely on the documentation Client used or will use to establish the brokerage Account(s) and/or custodial relationships, all of which is accurate and complete, to determine, as applicable, Client’s type of entity, jurisdiction of formation and jurisdiction of principal place of business. If Client’s jurisdiction of formation or principal place of business is located outside the United States, Client will immediately notify Management. 5. Client has established the identity of each director, officer and beneficial owner of the Client (including but not limited to, each shareholder, member, partner and beneficiary). 6. Client does not have any intention or obligation to distribute, assign, transfer or sell all or any portion of the interests to any of its directors or beneficial owners in any of Client’s Accounts. 7. Client is not a publicly traded company. If Client is a publicly traded company, Client will immediately notify Management. 8. Client has established and applies anti-money laundering practices and procedures that comply with all applicable laws, rules and regulations and no director, officer, manager member, partner, shareholder or other beneficial owner of Client is (a) a person, entity or other organization that is included on any so-called "watch list" maintained by any governmental agency of the United States of America ("U.S."), including, but not limited to, the U.S. Central Intelligence Agency, the U.S. Department of the Treasury, the U.S. Federal Bureau of Investigation, the U.S. Internal Revenue Service, the U.S. Office of Foreign Assets Control and the U.S. Securities and Exchange Commission, (b) a senior foreign political figure1, an immediate family member of a senior foreign political figure2 or a close associate of a senior foreign political figure3 or (c) is acting as an agent, representative, nominee or intermediary for any other person, entity or other beneficial owner. 9. Client acknowledges having received Xxxxxxxxx Management Group’s Form ADV2 prior to signing this Agreement. 10. Client agrees to and understands all the Terms in the Agreement. 11. Client/ agrees that Management is authorized to accept all account instructions from or provide information to all Clients/Account Contacts regarding any Account referenced herein (or added by a future amendment). Note, in the case of a trust, Management may not be able to provide information or take directions from anyone other than the trustee(s). 12. If Client is a Trust, Client authorizes Management to rely on instructions from any person holding themselves out as a trustee or co-trustee of that trust without the need for any further investigation, including, but not limited to, whether such person has the authority to provide such instructions. Client shall be responsible for ensuring any consent required in the Client’s trust document to provide an instruction has been obtained in connection with any such instruction and authorizes Management to assume that such consents have been obtained Management shall not be liable to Client for, and Client shall indemnify Management from and against any claims, costs, expenses, damages, or losses as a result of or relating to such reliance. Management will not accept the instruction to require more than one trustee to provide instructions. 13. Client agrees that Management is authorized to provide all information regarding Client’s goals and financial situation, including the amount and location of all assets managed or otherwise, with any broker/consultant who referred Client to Management. 1 A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. A “senior foreign political figure” also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

Standard Terms. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof. Management is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Management and Client. This Agreement (including all the following pages through and including all Exhibit(s) and New Account Forms for each Account completed now or in the future) is the entire Agreement of the parties and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements, and understandings. On this Agreement Client may choose to include an existing account signed under a previous contract with Management, superseding that previous contract. This Agreement and each New Account Form may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same agreement. Signature pages and other evidence of client approval, consent and agreement may be executed by ink or other “wet” signature or by electronic mark xxxx and such executed pages may be delivered using PDF or similar file type, transmitted via electronic mail, cloud- based server, e-signature technology or other similar electronic means. Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement. Please complete all applicable sections in full. 1. Client has carefully reviewed and confirms the accuracy and completeness of all information about Client in this Agreement (even if such information was pre-filled by Management). 2. All of the assets to be managed by Management are derived from legal and legitimate sources and not in violation of any applicable law, rule or regulation. 3. Neither Client nor any other person with any interest in any Account is an officer or director of a publicly traded company and Client will notify Management otherwise of the name of the publicly traded company. 4. Management may rely on the documentation Client used or will use to establish the brokerage Account(s) and/or custodial relationships, all of which is accurate and complete, to determine, as applicable, Client’s type of entity, jurisdiction of formation and jurisdiction of principal place of business. If Client’s jurisdiction of formation or principal place of business is located outside the United States, Client will immediately notify Management. 5. Client has established the identity of each director, officer and beneficial owner of the Client (including but not limited to, each shareholder, member, partner and beneficiary). 6. Client does not have any intention or obligation to distribute, assign, transfer or sell all or any portion of the interests to any of its directors or beneficial owners in any of Client’s Accounts. 7. Client is not a publicly traded company. If Client is a publicly traded company, Client will immediately notify Management. 8. Client has established and applies anti-money laundering practices and procedures that comply with all applicable laws, rules and regulations and no director, officer, manager member, partner, shareholder or other beneficial owner of Client is (a) a person, entity or other organization that is included on any so-called "watch list" maintained by any governmental agency of the United States of America ("U.S."), including, but not limited to, the U.S. Central Intelligence Agency, the U.S. Department of the Treasury, the U.S. Federal Bureau of Investigation, the U.S. Internal Revenue Service, the U.S. Office of Foreign Assets Control and the U.S. Securities and Exchange Commission, (b) a senior foreign political figure1, an immediate family member of a senior foreign political figure2 or a close associate of a senior foreign political figure3 or (c) is acting as an agent, representative, nominee or intermediary for any other person, entity or other beneficial owner. 9. Client acknowledges having received Xxxxxxxxx Management Group’s Form ADV2 prior to signing this Agreement. 10. Client agrees to and understands all the Terms in the Agreement. 11. Client/ agrees that Management is authorized to accept all account instructions from or provide information to all Clients/Account Contacts regarding any Account referenced herein (or added by a future amendment). Note, in the case of a trust, Management may not be able to provide information or take directions from anyone other than the trustee(s). 12. If Client is a Trust, Client authorizes Management to rely on instructions from any person holding themselves out as a trustee or co-trustee of that trust without the need for any further investigation, including, but not limited to, whether such person has the authority to provide such instructions. Client shall be responsible for ensuring any consent required in the Client’s trust document to provide an instruction has been obtained in connection with any such instruction and authorizes Management to assume that such consents have been obtained Management shall not be liable to Client for, and Client shall indemnify Management from and against any claims, costs, expenses, damages, or losses as a result of or relating to such reliance. Management will not accept the instruction to require more than one trustee to provide instructions. 13. Client agrees that Management is authorized to provide all information regarding Client’s goals and financial situation, including the amount and location of all assets managed or otherwise, with any broker/consultant who referred Client to Management. 1 A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. A “senior foreign political figure” also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

Standard Terms. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof. Management is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Management and Client. This Agreement (including all the following pages through and including all Exhibit(s) and New Account Forms for each Account completed now or in the future) is the entire Agreement of the parties and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements, and understandings. On this Agreement Client may choose to include an existing account signed under a previous contract with Management, superseding that previous contract. This Agreement and each New Account Form may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same agreement. Signature pages and other evidence of client approval, consent and agreement may be executed by ink or other “wet” signature or by electronic mark xxxx and such executed pages may be delivered using PDF or similar file type, transmitted via electronic mail, cloud- based server, e-signature technology or other similar electronic means. Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement. Please complete all applicable sections in full. 1. Client has carefully reviewed and confirms the accuracy and completeness of all information about Client in this Agreement (even if such information was pre-filled by Management). 2. All of the assets to be managed by Management are derived from legal and legitimate sources and not in violation of any applicable law, rule or regulation. 3. Neither Client nor any other person with any interest in any Account is an officer or director of a publicly traded company and Client will notify Management otherwise of the name of the publicly traded company. 4. Management may rely on the documentation Client used or will use to establish the brokerage Account(s) and/or custodial relationships, all of which is accurate and complete, to determine, as applicable, Client’s type of entity, jurisdiction of formation and jurisdiction of principal place of business. If Client’s jurisdiction of formation or principal place of business is located outside the United States, Client will immediately notify Management. 5. Client has established the identity of each director, officer and beneficial owner of the Client (including but not limited to, each shareholder, member, partner and beneficiary). 6. Client does not have any intention or obligation to distribute, assign, transfer or sell all or any portion of the interests to any of its directors or beneficial owners in any of Client’s Accounts. 7. Client is not a publicly traded company. If Client is a publicly traded company, Client will immediately notify Management. 8. Client has established and applies anti-money laundering practices and procedures that comply with all applicable laws, rules and regulations and no director, officer, manager member, partner, shareholder or other beneficial owner of Client is (a) a person, entity or other organization that is included on any so-called "watch list" maintained by any governmental agency of the United States of America ("U.S."), including, but not limited to, the U.S. Central Intelligence Agency, the U.S. Department of the Treasury, the U.S. Federal Bureau of Investigation, the U.S. Internal Revenue Service, the U.S. Office of Foreign Assets Control and the U.S. Securities and Exchange Commission, (b) a senior foreign political figure1, an immediate family member of a senior foreign political figure2 or a close associate of a senior foreign political figure3 or (c) is acting as an agent, representative, nominee or intermediary for any other person, entity or other beneficial owner. 9. Client acknowledges having received Xxxxxxxxx Management Group’s Form ADV2 prior to signing this Agreement. 10. Client agrees to and understands all the Terms in the Agreement. 11. Client/ agrees that Management is authorized to accept all account instructions from or provide information to all Clients/Account Contacts regarding any Account referenced herein (or added by a future amendment). Note, in the case of a trust, Management may not be able to provide information or take directions from anyone other than the trustee(s)) . 12. If Client is a Trust, Client authorizes Management to rely on instructions from any person holding themselves out as a trustee or co-trustee of that trust without the need for any further investigation, including, but not limited to, whether such person has the authority to provide such instructions. Client shall be responsible for ensuring any consent required in the Client’s trust document to provide an instruction has been obtained in connection with any such instruction and authorizes Management to assume that such consents have been obtained Management shall not be liable to Client for, and Client shall indemnify Management from and against any claims, costs, expenses, damages, or losses as a result of or relating to such reliance. Management will not accept the instruction to require more than one trustee to provide instructions. 13. Client agrees that Management is authorized to provide all information regarding Client’s goals and financial situation, including the amount and location of all assets managed or otherwise, with any broker/consultant who referred Client to Management. 1 A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. A “senior foreign political figure” also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

Standard Terms. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any and all other provisions hereof. Management is and will hereafter act as an independent contractor and not as an employee of Client, and nothing in this Agreement may be interpreted or construed to create any employment, partnership, joint venture or other relationship between Management and Client. This Agreement (including all the following pages through and including all Exhibit(s) and New Account Forms for each Account completed now or in the future) is the entire Agreement of the parties and supersedes all prior or contemporaneous written or oral negotiations, correspondence, agreements, and understandings. On this Agreement Client may choose to include an existing account signed under a previous contract with Management, superseding that previous contract. This Agreement and each New Account Form may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same agreement. Signature pages and other evidence of client approval, consent and agreement may be executed by ink or other “wet” signature or by electronic mark xxxx and such executed pages may be delivered using PDF or similar file type, transmitted via electronic mail, cloud- based server, e-signature technology or other similar electronic means. Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement. Please complete all applicable sections in full. 1. Client has carefully reviewed and confirms the accuracy and completeness of all information about Client in this Agreement (even if such information was pre-filled by Management). 2. All of the assets to be managed by Management are derived from legal and legitimate sources and not in violation of any applicable law, rule or regulation. 3. Neither Client nor any other person with any interest in any Account is an officer or director of a publicly traded company and Client will notify Management otherwise of the name of the publicly traded company. 4. Management may rely on the documentation Client used or will use to establish the brokerage Account(s) and/or custodial relationships, all of which is accurate and complete, to determine, as applicable, Client’s type of entity, jurisdiction of formation and jurisdiction of principal place of business. If Client’s jurisdiction of formation or principal place of business is located outside the United States, Client will immediately notify Management. 5. Client has established the identity of each director, officer and beneficial owner of the Client (including but not limited to, each shareholder, member, partner and beneficiary). 6. Client does not have any intention or obligation to distribute, assign, transfer or sell all or any portion of the interests to any of its directors or beneficial owners in any of Client’s Accounts. 7. Client is not a publicly traded company. If Client is a publicly traded company, Client will immediately notify Management. 8. Client has established and applies anti-money laundering practices and procedures that comply with all applicable laws, rules and regulations and no director, officer, manager member, partner, shareholder or other beneficial owner of Client is (a) a person, entity or other organization that is included on any so-called "watch list" maintained by any governmental agency of the United States of America ("U.S."), including, but not limited to, the U.S. Central Intelligence Agency, the U.S. Department of the Treasury, the U.S. Federal Bureau of Investigation, the U.S. Internal Revenue Service, the U.S. Office of Foreign Assets Control and the U.S. Securities and Exchange Commission, (b) a senior foreign political figure1, an immediate family member of a senior foreign political figure2 or a close associate of a senior foreign political figure3 or (c) is acting as an agent, representative, nominee or intermediary for any other person, entity or other beneficial owner. 9. Client acknowledges having received Xxxxxxxxx Management Group’s Form ADV2 prior to signing this Agreement. 10. Client agrees to and understands all the Terms in the Agreement. 11. Client/ agrees that Management is authorized to accept all account instructions from or provide information to all Clients/Account Contacts regarding any Account referenced herein (or added by a future amendment). Note, in the case of a trust, Management may not be able to provide information or take directions from anyone other than the trustee(s). 12. If Client is a Trust, Client authorizes Management to rely on instructions from any person holding themselves out as a trustee or co-trustee of that trust without the need for any further investigation, including, but not limited to, whether such person has the authority to provide such instructions. Client shall be responsible for ensuring any consent required in the Client’s trust document to provide an instruction has been obtained in connection with any such instruction and authorizes Management to assume that such consents have been obtained obtained. Management shall not be liable to Client for, and Client shall indemnify Management from and against any claims, costs, expenses, damages, or losses as a result of or relating to such reliance. Management will not accept the an instruction to require requiring more than one trustee to provide instructions. 13. Client agrees that Management is authorized to provide all information regarding Client’s goals and financial situation, including the amount and location of all assets managed or otherwise, with any broker/consultant who referred Client to Management. 1 A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. A “senior foreign political figure” also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.