Client Intake Information & Application Wyoming Self-Settled Qualified Spendthrift Trust Wyoming Unregulated Family Private Trust Company
SECTION 1. Trust Settlor Contact Information There should only be 1 Settlor (which is also a beneficiary) so that if there is a spouse, they will also be a beneficiary (see Section 3) Trust Settlor Name: Settlor SSN: Phone:
Fax:
Email:
Mobile phone:
Other phone:
Other email:
Address: City/Town:
State/Country
Zip/Country Code
SECTION 2. - Trust Details a. b. c.
Enter your first and second choices for the trust name. OUTPOST PROVISIONING LLC will always be the Registered Agent and is included in the services. If you have an address that you wish to use other than the address appearing in Section 1, enter the information, otherwise, check the box and enter the section number containing the address that you wish to use.
a.
New Trust Name
First Choice. _______________________________________QUALIFIED SPENDTHRIFT TRUST Second Choice. _____________________________________QUALIFIED SPENDTHRIFT TRUST
a.
Registered Agent Address
OUTPOST PROVISIONING LLC 515 West Prosser Rd., Unit C-201, Cheyenne, Wyoming 82007
b.
The Trust Mail Fwd. Address shall be the:
____________________________________________________________________________________ address
□ Same as section 1
City_______________________________ State____________________ Zip_________________
□ Following address:
Country____________________________Other_______________________________ Phone._____________________ Fax.____________________ Email._____________________
SECTION 3. Beneficiary “Descendant” Details As a trust Settlor, you are regarded as a beneficiary with 100% beneficial interest that can be divided as you like and left to your Spouse (if any) and/or your descendent beneficiaries. You can divide the 100% so that upon your death, 100% goes to your spouse OR a percentage (like 50%) can go to your spouse with 50% going to descendants (children/others). If there is no spouse, 100% goes to your descendants.
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SECTION 3. contd. Beneficiary “Descendant” Details Upon the Death of the Settlor named in Section 1:
□
______ % Interest shall go to my Spouse named in #1 below and ______% Interest shall go to the Descendants named below in the amounts indicated.
OR, Upon the Death of the Settlor named in Section 1:
□
______ % Interest shall go to Descendants named below in the amounts indicated
About Per Stirpes: For purposes of our trust, property that is to be divided among descendants of a beneficiary named below "per stirpes" or in "per stirpital shares" means that it shall be divided into as many equal shares as there are children of the Beneficiary who are then living or where they have died, to their surviving or then-living descendants. A share allocated to a deceased child of the beneficiary shall be divided further among such deceased child's surviving or then- living descendants in the same manner.
□ 1.
I elect the Per Stirpes Provision
□
I decline the Per Stirpes Provision
□ Spouse Name (if no Spouse, Beneficiary name):____________________________________
______________________________________________________________________________________ address City__________________________________________ State __________________Zip_______________
Beneficial Interest:_________% SSN:____________________ Age:____________________
Phone.________________________________________ Fax.____________________________________ Mobile._________________________________ Email._________________________________________ 2.
Beneficiary Name. _______________________________________________________________
______________________________________________________________________________________ address City__________________________________________ State_______________ ___Zip_______________
Beneficial Interest:_________% SSN:____________________ Age:_____________________
Phone.________________________________________ Fax.____________________________________ Mobile._________________________________ Email._________________________________________ 3.
Beneficiary Name. ______________________________________________________________
_____________________________________________________________________________________ address City_________________________________________ State_______________ ___Zip_______________ Phone._______________________________________ Fax.____________________________________ Mobile._________________________________ Email._________________________________________
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Beneficial Interest:_________% SSN:____________________ Age:____________________
4.
Beneficiary Name. ________________________________________________________________
_______________________________________________________________________________________ address City___________________________________________ State_______________ ___Zip_______________
Beneficial Interest:_________% SSN:___________________ Age:____________________
Phone._________________________________________ Fax.____________________________________ Mobile._________________________________ Email.__________________________________________ 5.
Beneficiary Name. _______________________________________________________________
_______________________________________________________________________________________ address City___________________________________________ State_______________ ___Zip_______________
Beneficial Interest:________% SSN:___________________ Age:___________________
Phone.________________________________________ Fax._____________________________________ Mobile._________________________________ Email.__________________________________________ 6.
Beneficiary Name. ________________________________________________________________
_______________________________________________________________________________________ address City___________________________________________ State_______________ ___Zip_______________
Beneficial Interest:_________% SSN:___________________ Age:____________________
Phone.________________________________________ Fax._____________________________________ Mobile._________________________________ Email.__________________________________________
□
The Person named in Section 3, number ________ is a minor and shall be represented by the
representative named below until becoming an adult; Distribution Committee on their behalf. a.
□
and shall be a Member of the Trust
Representative name.__________________________________________________________________
______________________________ City:_______________________ State:____________ Zip:___________ address SSN or Driver License #__________________________________________ Issuing State___________ Phone.________________ Fax.__________________ Mobile._________________ Other._______________ Email.______________________________________ Email.______________________________________ NOTES:_______________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________ ______________________________________________________________________________________________________________________
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SECTION 4. Trustees
□ □
The Trustee shall be a new Wyoming Family Private Trust Company to be Managed by OUTPOST PROVISIONING LLC; or The Trustee shall be an existing Wyoming Family Private Trust Company named:_______________________________________ which is managed by OUTPOST PROVISIONING LLC
□
SECTION 5. Trust Protector If the Trustee is a person who lives in Wyoming (the 3rd box in Section 4 above), the Trust Protector provision is an added safety feature and in our opinion one of the most vital elements of an Irrevocable Trust. The Protector’s sole function is to protect the interests of the beneficiary – the Protector owes a fiduciary duty to the Beneficiaries. The Protector is not regarded as a trustee but rather an independent watchdog with a big stick – the power to fire and hire the trustee at will and without explanation, and to approve expenditures which exceed a pre-determined amount. With the use of a Wyoming Family Private Trust Company, the Protector is not an important or a necessary appointment because the Settlor, as the owner of the trust company, has the power and authority to fire and hire the General Partner Manager.
□ a.
The Protector shall be the person named below : Protector name.______________________________________________________________________________________________
______________________________________________________ City:___________________________ State:____________ Zip:_________ address SSN or Driver License #_________________________________ Issuing State___________ Phone._________________________________ Fax.___________________________ Mobile.____________________ Other.______________ Email.__________________________________________________
SECTION 6. Trust Distribution Committee There must always be at least two Eligible Individuals serving as Trust Distribution Committee Members. Eligible Individual shall mean an adult Trust Beneficiary who is not the Settlor.
□ □
The persons named in Section 3, numbers __________and _________shall be Members of the Trust Distribution Committee The Person named in Section 3, number ________ is a minor and the Representative named is Section 3 shall be a Member of the Trust Distribution Committee on their behalf.
SECTION 7. Trust Federal Tax EIN Service With this service, we will obtain for your company the Federal Tax ID Number (also called Federal Employer Identification Number) that is required to open a bank account. We will prepare and submit the necessary form directly to the Internal Revenue Service. (there is no additional charge if OUTPOST PROVISIONING LLC is the Manager in Section 4).
□
Obtain EIN
□
EIN Service Not Requested
SECTION 8. Trust Registered Agent Service The 1st year Registered Agent service is included in the package. A Registered Agent is required by Wyoming statute and the Secretary of State of Wyoming. The role of the Registered Agent is to receive legal papers (called service of process) and government notices on behalf of the Trust/Trust Company. This is for official mail only and is not for general mail service.
□
OUTPOST PROVISIONING LLC shall provide Registered Agent/Office service
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Wyoming Unregulated Single Family Private Trust Company Application
SECTION 9. Billing Detail
□
The Billing Address (the address used for the credit card used to make this purchase) shall be the address in
□
Section 1
OR
□
The Billing Address shall be as follows: Name._______________________________________________________________________________________________________
_______________________________________________________ City:_______________________ State:____________ Zip:____________ Address Phone._______________________________ Fax.________________________ Mobile.____________________ Other.________________ Email._____________________________________________________________
SECTION 10. Shipping Detail
□
The Shipping Address shall be the address
□ in Section
1 OR
□
The Shipping Address shall be as follows:
Name._______________________________________________________________________________________________________ ________________________________________________________ City:____________________ State:_______________ Zip:_________ address Phone._______________________________ Fax.________________________ Mobile.____________________ Other.________________ Email.___________________________________________________________ As you begin the process of completing the Family Private Trust Company application, keep in mind that since a private trust company is owned and controlled by a family or a family entity, it must be carefully structured to retain sufficient independence from family control and avoid estate inclusion issues. At a minimum, key structural considerations should include establishing control by a combination of non-family members and family members, with family members controlling governance and non-family members serving in roles such that the private trust company is treated as an independent trustee for income and estate tax purposes. A private trust company’s shareholders or limited partners approve amendments to the bylaws and articles of incorporation or limited partnership agreement. The General Partner is responsible for the ordinary course of business, including hiring and compensation, operational matters, appointment of committees to delegate key administrative, investment, and distribution functions. At least one independent director must serve at all times and, for certain purposes, such as distribution decisions and amendment of governing documents. The independent director should be truly “independent” (i.e., not be related or subordinate to a grantor or beneficiary). The trust company’s bylaws must prohibit any director or member of the distribution committee from acting on or approving a “discretionary distribution” from a trust that such person or his/her spouse created or in which he/she has a current or contingent beneficial interest, or has a descendent (or spouse of a descendent) who has a current or contingent beneficial interest. Discretionary distributions are any distributions of principal and interest that are not mandated by the trust agreement and are for a purpose other than health, education, maintenance, and support. In considering the membership of the discretionary distribution committee for each trust, directors should make sure that no more than half of the committee members are related or subordinate to the grantor or the grantor’s spouse. At least one must be an independent director, and the grantor and his/her spouse should not serve.
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SECTION 11. Trust Company Details Wyoming Family Private Trust Company Name
The name of the Wyoming Family Private Trust Company shall be the same name that you choose for your new trust or if migrating an existing trust to Wyoming from a different state, it will be the same name as your existing trust. First Choice._______________________________________________ Single Family Private Trust Company, RLLP Second Choice._____________________________________________ Single Family Private Trust Company, RLLP
SECTION 12. Trust Company Limited Partner Ownership – Percentages Up to 100% The Limited Partners should be the Settlor of the Trust and the Settlors Spouse/Other (if any). There is 98% Ownership Units to be divided.
98% Available
OUTPOST PROVISIONING LLC, as General Partner, holds 2% to perfect the partnership. The Partnership Agreement stipulates that the General Partner waives any right to receive any benefits for the 2% and agrees to return the 2% to the Limited Partners upon any termination, without charge, fee or assessment of any kind. 1.
Limited Partner Name :________________________________________________________________
Ownership Unit % ______
Address:____________________________________________________________________________________
SSN______________
City:_____________________________________________ State:__________________ Zip:______________
Relationship to Trust?
Telephone:_________________________________ Mobile Phone:_____________________________
__________________
Fax:______________________________________ Email:___________________________________________
2.
Limited Partner Name :_______________________________________________________________
Ownership Unit % ______
Address:___________________________________________________________________________________
SSN_______________
City:_____________________________________________ State:________________ Zip:________________
Relationship to Trust?
Telephone:_________________________________ Mobile Phone:_____________________________
___________________
Fax:______________________________________ Email:___________________________________________
SECTION 13. Trust Company Management (General Partner) Management Service is provided by OUTPOST PROVISIONING LLC. The role of the General Partner, Director & Officer service is to fully comply with WY Stat § 4-10-103 (xxxv) "Qualified trustee" which means (A) A natural person who is a resident of this state; or (B) A person authorized by the law of this state to act as a trustee or a regulated financial institution…: The Family Private Trust Company shall be managed by OUTPOST PROVISIONING LLC or it's Appointee as General Partner.
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SECTION 14. Trust Company Advisory Panel The Advisory Panel is for advising the General Partner on matters related to Trust Amendment, Disbursement and Investment and can be the Trust Settlor, and the Spouse/Other. Check the boxes that apply:
The Person named in Section 1 shall be on the Advisory Panel; The person named in Section 3, number _______, and ______ shall be on the Advisory Panel; The persons named below shall be additional appointees to the Advisory Panel: 1.
Name:_____________________________________________________________________________________________________
_______________________________________________________ City:_______________________ State:____________ Zip:____________ address Phone._______________________________ Fax.________________________ Mobile.____________________ Other.________________ Email.____________________________________________________________ 2.
Name:_____________________________________________________________________________________________________
_______________________________________________________ City:_______________________ State:____________ Zip:____________ address Phone._______________________________ Fax.________________________ Mobile.____________________ Other.________________ Email.____________________________________________________________
SECTION 15. Trust Company Distribution Committee There shall be a Trust Company Distribution Committee (which shall accept direction from the trust distribution committee ) with the authority to make all decisions regarding discretionary distributions from each trust for which this Trust Company serves as Trustee. The Trust Company Distribution Committee shall direct the Trustee with regard to discretionary distributions from the Trust Estate to or for the benefit of Trust Beneficiaries. The Distribution Committee shall be made up of one or more persons who are not related or subordinate (as described in §672(c) of the Internal Revenue Code) to the settlor or any beneficiary of the trust or trusts for which the RLLP acts as trustee. No Member of the Trust Company Distribution Committee may participate in the activities of the Committee with regard to any trust of which that Member or his or her spouse is a Settlor, or any trust of which that Member or his or her spouse is a beneficiary.
OUTPOST PROVISIONING LLC shall be the Trust Company Distribution Committee Member and Amendment Member; OR The person named below shall be Trust Company Distribution Committee Member and Amendment Committee Member 1.
Name:_____________________________________________________________________________________________________
__________________________________________________________________________________________________________________ address City.____________________________________________ State.____________________ Zip.________________ Phone.________________________________ Fax.______________________________ Mobile._________________________ Email.___________________________________________________
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SECTION 16. Trust Company Federal Tax EIN Service With this service, we will obtain for your company the Federal Tax ID Number (also called Federal Employer Identification Number) that is required to open a bank account. We will prepare and submit the necessary form directly to the Internal Revenue Service. (there is no additional charge if OUTPOST PROVISIONING LLC is the Manager in Section 13).
Obtain Federal Tax ID Number
Federal Tax ID Number Service Not Requested
SECTION 17. Trust Company Registered Agent Service The 1st year Registered Agent service is included in the package. A Registered Agent is required by Wyoming statute and the Secretary of State of Wyoming. The role of the registered agent is to receive legal papers (called service of process) and government notices on behalf of the Trust Company. This is for official mail only and is not for general mail service.
□
OUTPOST PROVISIONING LLC shall provide Registered Agent/Office service
SECTION 18. Service Selection
□ □ □
□
WYOMING Family Qualified Spendthrift Trust Includes: ……………………………………………………… Wyoming Irrevocable Self-Settled Qualified Spendthrift Trust Agreement written to comply with IRS Notice 2008-63, Certificate of Trust, Trust EIN, Trust Minute Template, 1st year Registered Agent, phone support during regular business hours).
$
1,750.00
Wyoming Unregulated Single Family Private Trust Company Includes:………………………………… Wyoming Unregulated Single Family Private Trust Company organized as a Wyoming Registered Limited Liability Partnership, State Filing Fee, 1st year Registered Agent/Office Fee, 1st year Management Fee, Services Agreement, Partnership Agreement,
$
1,750.00
Wyoming Add-On Family Qualified Spendthrift Trust Includes: ………………………………………….. Wyoming Irrevocable Self-Settled Qualified Spendthrift Trust Agreement written to comply with IRS Notice 2008-63, Certificate of Trust, Trust EIN, Trust Minute Template, 1st year Registered Agent, Unregulated Single Family Private Trust Company Minute. (requires separate Trust Intake Information-Order Form)
$
700.00
Wyoming Add-on Limited Liability Company:……………………………………………………………………… Wyoming Close Limited Liability Company, State Filing Fee, 1st year Registered Agent/Office Fee, 1st Organization Meeting Minute, Unregulated Single Family Private Trust Company Minute. (requires separate LLC Intake Information-Order Form)
$
750.00
Sub-total $ Promo code___________ - _________% $ Total Due $ NOTES:_______________________________________________________________________________________________ _____________________________________________________________________________________________________
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SELECTION 19. Payment Detail
Payment by Check mailed to:
Check Number_______________ Dated:________________ (make checks payable to OUTPOST PROVISIONING LLC)
OUTPOST PROVISIONING LLC P.O. Box 15581 Cheyenne, Wyoming 82003
Payment through Intuit (QuickBooks)
We will provide you an invoice for your selection that you can pay from (without fees).
Pay direct through PayPal with any Credit/Debit Card Payment
To
[email protected] (without fees deducted)
OR
SECTION 20. Purchase Confirmation
NOTICE: All sales are final. Because our services include state filing fees and personalized documents, No Refunds Are Offered. The Purchase you are making constitutes your acceptance of the Terms and conditions of Business and Disclaimer which follow and shall be deemed to have been agreed by you upon completion of your purchase hereafter. Your purchase of a single-use license of the unique proprietary work papers, documents and instruments of OUTPOST PROVISIONING LLC prohibits copying for re-use or resale. Any attempt to utilize said unique work product, documents and instruments of OUTPOST PROVISIONING LLC for multiple use and/or resale shall constitute breach of this Single Use purchase agreement and theft and conversion of OUTPOST PROVISIONING LLC assets which shall be actionable.
PURCHASER/CLIENT By_____________________________________________________________ DATED:____________ Signature
__________________________________________________________ Print name
NOTE:
NOTE: Initial last page in the “Client” space provided
please make a check payable to the trust name (in Section 2) in the amount of $150.00 and write in the write the check number in this space________(the check will be used in the trust agreement instrument for initial funding of the trust). please make a check payable to trust company name (in Section 11) in the amount of $150.00 and write the check number in this space________ (the check will be used for initial capitalization of the trust company).
Fax to all pages , 888.501.6101 or email to
[email protected]
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Terms and Conditions of Business The following represents the Terms and Conditions of Business (the “Terms and Conditions”) under which OUTPOST PROVISIONING LLC, which includes its directors, officers, employees, delegates, appointees, agents and nominees, (“OUTPOST” or “SERVICE PROVIDER”) agrees to provide Services, (as herein defined), to a Client. The following Terms and Conditions of Business (the “Terms and Conditions”) will be deemed to have been agreed by the Client by its acceptance of any of the Services which shall constitute an engagement or appointment of Service Provider. Because the Services include state filing fees and personalized documents, all fees, disbursements and expenses paid in advance are non-refundable. A current copy of the Terms and Conditions and the Schedule of Fees may be inspected at the registered office of the Service Provider during normal business hours or obtained upon email request to
[email protected] . The Service Provider may revise the Terms and Conditions and the Schedule of Fees from time to time without the prior consent of the Client. The Client shall be bound by any revision of the Terms and Conditions and/or the Schedule of Fees as and when a copy of the revised document becomes available for inspection at the registered office of the Service Provider or is published on our website, or provided as an email update. “Client,” shall mean the party who receives and settles Service Provider’s invoices for the Services and shall also be deemed to include any other party acting with actual or ostensible authority on behalf of a Client for which the Services are provided and which, (for the avoidance of doubt), may include, inter alia, the directors, officers or shareholders of a Client, the beneficial owner or owners and any other authorized representative of the Client and/or any body corporate, partnership, organization, trust or the like (“Managed Entity”) or in the case of an individual to which Services are provided, includes his heirs, personal representatives and assigns and, in the case of a body corporate, includes its successors and assigns (hereinafter collectively referred to as the Client’s Appointees). “Collateral” means assets belonging to the Client which shall include without limitation funds, moneys, domestic and foreign currencies, precious metals, commodities, stock and securities (registered and unregistered), bonds, notes, debentures, warrants, certificates, receipts, and the like. “Services” shall mean services performed or provided by the Service Provider including without limitation formation, management, administration and/or other services to/for Client or performed for or on behalf of, or in connection with (whether before or after its establishment), any Managed Entity registered in the State of Wyoming or elsewhere, (including the operation or control of a Managed Entity’s bank account (s)) as requested by a Client or the Client’s Appointee or such other services provided by Service Provider (including, without limitation, the provision of trustees, directors, officers, shareholders and administration to maintain a
Client or Client’s Managed Entity in good standing in the State of Wyoming or elsewhere. Client agrees that (a) the Services will include work papers documents, instruments which Service Provider regards as proprietary and confidential and (b) in connection with the foregoing, Client is granted a single-use license for such document or instrument of which copying for re-use or resale is strictly prohibited and in connection with, and any attempt to utilize said unique work papers, documents and instruments of the Service Provider for multiple use and/or resale, shall constitute breach of this single-use license agreement which shall be actionable; Client shall be bound by Service Providers Appointee agreements in connection with any service provided as a consequence of this Agreement; Client agrees that services to be rendered by Service Provider are largely dependent upon the cooperation of the Client with respect to timely delivery of information and documents which is vital to the provision of Services, and any delay in delivery of information or documents that extends beyond thirty (30) days of date of request shall be deemed abandoned and at the sole discretion of Service Provider, the engagement and Services shall terminate and on such occurrence, all rights by Service Provider to collect outstanding amounts due it shall survive. 1. Administrative Duties Service Provider shall perform such Services as requested by Client and keep safely such records as may be agreed upon from time to time between Service Provider and a Client, and in general, accept any and all notices, correspondence, telegrams, facsimile messages, electronic messages, telephonic advice or other representations and communications as may be requested or as may be required for the performance of its duties, provided that
Terms and Conditions of Business Page 1 of 20
Service Provider shall have received all requisite fees and promptly received all requisite information and instructions to enable it to perform such Services.
provided by the Service Provider to Client is subject to
2. Agents & Advice Service Provider shall be at liberty in the performance of its duties and in the exercise of any powers and discretions vested in it to act by responsible persons or a responsible person for the time being and to utilize affiliates or employ and to pay an agent to perform or assist in performing any or all of the Services, duties and obligations required to be performed by Service Provider. Service Provider may act or rely upon the opinion or advice of or any information obtained from any advisor, broker, lawyer, accountant, or other authority or expert whether reporting to a Client or to Service Provider or not and Service Provider shall not be responsible for any loss occasioned by its so acting.
to change any term or condition of this Agreement and in
Service Provider may refer any legal questions to the legal advisers of a Client for the time being or, at its discretion, to legal advisers selected by Service Provider and may authorize any such legal advisers to take the opinion of counsel on any matters of difficulty and may, but shall not be required to, act on any opinion given by such legal advisers or counsel without responsibility for the correctness thereof or for any result which may follow from so doing. A Client agrees that in connection with the provision of its Services Service Provider may have occasion to instruct legal and other advisors from time to time on behalf of a Client or pursuant to the provision of its Services and that such costs shall be recoverable from a Client or the Client’s Appointee. 3. Alteration To Agreement The Service Provider reserves the right to change by way of alteration, addition, deletion or amendment the terms and conditions contained in this agreement with a simple thirty-day (30) advance written notice giving the effective date to the Client; If the Client does not agree with such changes, the Client shall terminate this Agreement on or before the effective date of change by giving written notice of termination prior to the effective date. If the Client does not give such written notice of termination it shall be deemed that the Client has accepted the change. Notwithstanding any law or practice to the contrary, the Client agrees and accepts that some of the
Service
third-party
agreements and the Service Provider shall
have the absolute and unquestionable right and authority accordance with this Clause, that the Client’s only remedy is to terminate this Agreement. 4. Assignment The Service Provider may assign or transfer the whole or any part of its rights and benefits under the Terms and Conditions. For the purpose of any such assignment or transfer, the Service Provider may disclose information about the Client and the Managed Entity to any prospective assignee or transferee, provided that the Service Provider shall use its reasonable e f f o r t s to insure that such prospective assignee or transferee is placed under an obligation of non-disclosure equivalent to that in Clause 8. The Client shall not assign or transfer all or any part of its rights, benefits and/or obligations under the Terms and Conditions. 5. Authorization & Instruction Service Provider shall be entitled to rely and be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper signed by the authorized representatives of a Client and believed by Service Provider to be genuine, and to have been properly executed. A Client undertakes that it shall promptly provide Service Provider with all such information, documents, data and instructions as are required by Service Provider to fulfill its obligations hereunder, including without limitation, originals, duplicate originals or photocopies as signed and/or certified as the circumstances require, together with attachments and a Client acknowledges that failure to comply with its obligations pursuant under this clause may result in Service Provider being unable to fulfill its obligations and expose a Client to statutory penalties. Where a Director, Officer or a Client Appointee provides Service Provider with an instruction and/or notification in writing, (either by fax or e-mail), relating to any act or matter relating to a Client, Service Provider shall not, (provided it is acting in good faith), be obliged to make further inquiry thereafter of a Client or Client Appointee regarding the validity of the instruction and/or notification and/or its authenticity or accuracy and shall be under no liability or obligation whatsoever to a Client for so
Terms and Conditions of Business Page 2 of 20
assuming and relying whether or not such approval or authorization has been actually given. Service Provider shall not be liable as a result of any failure on a Client’s part to promptly give proper authorizations, instructions, approvals, information and documents as may be necessary to enable Service Provider to carry out its obligations hereunder. Service Provider shall not be required or obliged to take any action that it considers to be unlawful or improper or which may cause it or its officers, employees or agents to incur any liability whatsoever and Service Provider shall not be liable for refusing to take any such action. 6. Client Acknowledgments-Collateral (Money) A Client represents that it is aware that; Collateral (Money) belonging to the Client or the Client’s Managed Entity will be maintained at all times separate from the funds of the Service Provider. To the extent that tax has to be deducted from interest earned on funds held on behalf of the Client or Client’s Managed Entity or paid out to the Managed Entity the Service Provider will account to the tax authorities for tax deducted. The Client/ Managed Entity is responsible for seeking its own tax advice in this regard. On receipt of any collateral the Service Provider must be satisfied as to the source of the collateral. If it has any doubts as to the source, the Service Provider shall request verification from the Client and absent Client’s cooperation, Service Provider may be bound by law to notify the relevant authorities The Service Provider’s administration services include Paymaster services which are made available through its escrow account(s) or Client/Managed Entity accounts housed at a federally insured U.S. bank, and that all services provided by the Paymaster are performed in a fiduciary capacity whereby the Paymaster shall act in such capacity in good faith for the benefit of the Client or any Managed Entity of the Client first and foremost. Accordingly, the Paymaster service is expected to enable a Client or Client’s Authorized Persons to give instructions, receive collateral, or substitutions, effect payments and make requests to the Paymaster to act on behalf of the
The Paymaster service is an electronic (email or facsimile) based product for transmitting authorization transactions and the receipt and processing of requests, instructions or directives given to Paymaster or its
Appointee or
Authorized Persons by a Client or Client’s Authorized Persons.
Accordingly,
authorization
requests
and
instructions given to the Paymaster or Paymaster’s Appointee or Authorized Persons by a Client or Client’s Authorized Persons through email or facsimile shall be deemed to be given by the Client’s Authorized Person(s). Accordingly, a Client or Client’s Appointee or Authorized Persons shall not be entitled to disclaim responsibility for authorizations, requests, instructions and directives given without a Client’s knowledge or authority and/or without the knowledge or authority of its. Client payment authorizations, instructions or directives received via this service would be processed during the business hours on banking days subject to availability of Client collateral that are free and clear of all local, state and federal withholding taxes, liens and/or encumbrances and impediments, and released and made available by the financial institution in which the Paymaster escrow accounts or Client accounts reside in which the Client's collateral are held. There is a Paymaster transaction fee of (one half of onepercent) of; (a) all domestic collateral received and/or deposited with Paymaster or Paymaster Appointee; or (b) the US dollar amount of all
non-domestic collateral
exchanged into U.S. Dollars received and/or deposited with Paymaster or Paymaster’s Appointee, on behalf of Client or any managed entity of Client, to be held or disbursed in connection with this Agreement and is exclusive of all charges, liens, taxes, transfer or SWIFT wire charges or encumbrances of any kind except those transfer or SWIFT wire charges which apply to remittance of the Paymaster’s fees. Client hereby agrees that this fee shall be deemed earned in full upon receipt of collateral into the Paymaster’s or Paymaster Appointee’s escrow account, and will be deducted immediately therefrom and credited to the general account of the Paymaster or Paymasters designee or assignee.
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The Paymaster service is available between the hours of 9:00am to 4:00pm Mountain Standard Time on a Banking Day. Authorizations request, instructions and directives given after the hours of 9:00am to 4:00pm Mountain Standard Time on a Banking Day are deemed to be given at 9:00am Mountain Standard Time the Banking Day immediately following. 7. Communications Service Provider cannot guarantee that the electronic transmission of information will be secure or virus or error free and consequently such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. Service Provider recognizes that systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazards but Service Provider will use commercially reasonable procedures to check for the then most commonly known viruses before sending information electronically and expects a Client to do the same. By use of all forms of electronic transmission of information each party accepts the risks associated with such transmissions and authorizes the use of such electronic communications. Each party will be responsible for protecting its own systems and interests in relation to electronic communications and neither party will have any liability to the other on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any error, damage, loss or omission arising from the interception, corruption, loss, destruction, late or incomplete arrival of in-formation communicated electronically or from information communicated electronically being otherwise adversely affected or unsafe to use. Nothing in this clause is intended to exclude any remedies otherwise available under these Terms of Business or any liability which arises out of the negligent incorrect addressing of an electronic communication. 8. Confidentiality & Disclosure For the purposes of this Agreement in connection with the Services contemplated by or otherwise pursuant to this Agreement, the Parties acknowledge that: (a) the Service Provider's service to the Client and the Client's Managed Entity will require that the Service Provider and Service Provider's Authorized Representatives/ Recipients (the "Receiving Party") have access to and knowledge of confidential information of the Client; (b) the provision of
Services by Service Provider will require that the Client and Client’s Authorized Representatives/Recipients (the "Receiving Party") have access to and knowledge of confidential information of the Service Provider; (c) the Parties mutually agree that that Confidential Information shall include this Agreement and ancillary agreements, together with any information revealed, disclosed or learned through operation of this Agreement (or ancillary agreements) that is sensitive and/or proprietary in nature of the type generally described, but not limited to, wherewithal, work papers, actual or prospective clients and customers, the financial information and needs of actual or prospective clients and customers, projects and ventures, pricing information and other contractual terms, information concerning the creation, acquisition, or disposition of products and services, creative ideas and concepts, and other trade secrets, and any manifestations, derivations and analysis of the foregoing, all things conceptual and any other characteristics, identifying information or aspects of such information whether written (including notes, summaries, originals, copies, correspondence, or portions) or oral conversations or discussions, in any media form (email/electronic on a computer, tape, chip, or disk, or otherwise), in each case, other than as and to the extent such information is generally known or publicly available through no violation of this Clause by a Party or a Party’s Authorized Persons/ Recipients or such information is readily discernible (the “Confidential Information”); and (i) the unauthorized disclosure of any such Confidential Information may place a Party or Party's business at a competitive disadvantage and may do damage, monetary or otherwise, to the Party or Party’s business; and (ii) that failure to mark any Confidential Information as confidential, proprietary or protected information shall not affect its status as part of the Confidential Information subject to the terms of this Agreement. Accordingly, the Client and the Service Provider agree as follows: Each Party hereto grants unto the other Party its permission and approval to make disclosures of its Confidential Information to their respective Authorized Persons/Recipients hereafter described, provided that the Party desiring to make such disclosures first disclose the obligation to maintain confidentiality (in perpetuity until waived in writing by the Party to whom ownership is attributed) in accordance with the terms of this Clause and receiving a commitment from each such Authorized Person/Recipient to hold Confidential Information in the strictest of confidence, any only thereafter may a Party disclose Confidential Information of the other Party to its;
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(1) directors, officers, trustees, employees, agents, appointees, attorneys and affiliates, and (2) financial institutions, accounting professionals, and financial advisors, in all instances, (to the extent such disclosure relates directly to the administration of the matters described in this Agreement), or (3) upon written consent of the Party to whom ownership of Confidential Information is attributed and given, (4) otherwise neither the Service Provider or the Client or their respective Authorized Persons/Recipients shall reveal, disclose or otherwise make available any Confidential Information unless compelled (a) by any federal or state regulatory authority having proper jurisdiction over the Compelled Party, or (b) any other Person to which such delivery or disclosure may be necessary or appropriate (i) to effect compliance with any law, rule, regulation or nonappealable order applicable to the Compelled Party, (ii) in response to any subpoena or other legal process or otherwise in connection with any litigation to which the Compelled Party is a party, provided that, prior to any such disclosure as compelled by a court of competent jurisdiction or other administrative or legislative body, the "Compelled Party shall promptly notify the other Party so that the Compelled Party may seek a protective order or other appropriate remedy. lf no such protective order or other remedy is obtained by the other Party or the same does not waive compliance with the terms of this Agreement, the Compelled Party will furnish only that portion of the Confidential Information which they have been advised by counsel is legally required to be revealed, disclosed, or delivered and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
the Receiving Party or any of its Authorized Persons/Recipients without the express written authorization of the of the Party to whom ownership of said Confidential Information is attributed, for any purpose, which in any of the foregoing instances puts the Party to whom ownership of said Confidential Information is attributed at a direct or indirect commercial or financial disadvantage or results in a direct or indirect financial loss to the Party to whom ownership of said Confidential Information is attributed.
Service Provider shall be entitled to open, read and copy all and any correspondence, letter, fax, e-mail or other communication received relating to Client or any Managed Entity of Client.
Remedies. Receiving Party agrees that the Disclosing Party (the Party to whom ownership of said Confidential Information is attributed) shall be immediately and irreparably harmed by Receiving Party’s violation of this Clause of this Agreement and that damages the Disclosing Party will suffer may be difficult or impossible to measure. Therefore, upon any threatened, actual or impending violation of this Clause of this Agreement, the Disclosing Party shall be entitled to the issuance of a restraining order, preliminary and permanent injunction, without bond, restraining or enjoining such violation by Receiving Party or its Authorized Recipients or other person in receipt of information disclosed through operation of, or in violation of this Agreement. Such remedy to the Disclosing Party shall be in addition to and not in limitation of any other remedy which may otherwise be available at law or in equity in the event of any breach of
Unauthorized Disclosure. Unauthorized Disclosure shall mean any disclosure of Confidential Information received, acquired, or learned directly or indirectly, or otherwise coming into the possession by/of a Party (the “Receiving Party”) through operation of this Agreement which is; (i) disclosed or revealed by such Party or any of its Authorized Persons/Recipients without the express written authorization of the Party to whom ownership of said Confidential Information is attributed; or (ii) disclosed or revealed by the Receiving Party or any of its Authorized Persons/Recipients for any purpose outside the scope of this Agreement; or (iii) otherwise revealed or disclosed by
Ownership of Confidential Information. The Confidential Information disclosures provided to the Receiving Party by the Disclosing Party (the Party to whom ownership of said Confidential Information is attributed) under this Agreement shall remain the sole and exclusive property of the Disclosing Party. The Receiving Party agrees that any and all manifestations, creations, discoveries, or otherwise, which the Receiving Party may conceive, reduce to practice or make, either alone or in conjunction with others, whether in the present or future, which in any way pertain to the disclosures hereunder, shall be the sole and exclusive property of the Disclosing Party. Nothing herein contained shall be construed as giving the Receiving Party any license or right whatsoever in any information arising out of confidential disclosures made hereunder or otherwise learned through operation of this Agreement. Nothing in this Agreement shall, by express grant, implication, estoppels or otherwise, create in the Receiving Party, any right, title, interest or license in or to the intellectual property, trademarks, trade names, inventions, patents, technical data, computer software, or software documentation of the Disclosing Party.
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any of the provisions of this Agreement. 9. Disbursements In addition to the Remuneration set out below a Client shall pay to Service Provider, within 30 days, upon receiving an invoice therefore, reimbursement for Service Provider’s cash disbursements to cover expenses incurred by service Provider on behalf of a Client including but not limited to:
the cost of electronic mail, facsimiles, telephone calls, postage, courier and sundry other disbursements properly incurred;
notwithstanding rights of the Service Provider to obtain services contained elsewhere in this Agreement, upon prior approval of Client, fees and expenses of accountants, including auditors, lawyers and other professional advisors of Service Provider or a Client in connection with the affairs of a Client;
fees, expenses and fiscal and governmental charges and duties Client in connection with the affairs of a Client;
Service Provider reserves the right to add such mark up to its billed disbursements to cover handling and administrative costs as it deems appropriate. 10. Disputes Disputes. Any dispute that may arise under or in connection with this Agreement with respect to the interpretation, or performance of this Agreement shall first be immediately reduced to writing by the Complaining Party and delivered to the other party for resolution: Any dispute that cannot be resolved to both Parties' mutual satisfaction, after good faith negotiations, within fifteen (15) calendar days from the date the written claim is received by the other Party, or such additional time as the Parties mutually agreed upon, in writing, shall be settled by arbitration with a single arbitrator to be held in the Complaining Party’s domicile in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The party against whom a finding of fault is rendered shall pay all costs and expenses of such arbitration, and all reasonable attorney’s fees and incidental costs and expenses related thereto.
Although arbitration is contemplated to resolve disputes hereunder, either Party may proceed to the court of proper jurisdiction at Clause 27 hereunder to obtain an injunction to protect its rights hereunder, the parties agreeing that either could suffer irreparable harm by reason of any breach of this Agreement. Pursuit of an injunction shall not impair arbitration on all remaining issues. 11. Document Retention All records pertaining to the affairs of, or belonging to, a Client are retained a minimum of seven years, or longer if required by Wyoming or Federal law, or law of any other jurisdiction in which Client has a presence, after which time they are subject to automatic destruction unless arrangements are made to the contrary. 12. Due Diligence A Client shall provide to Service Provider, prior to the commencement of any Services, a written description, (together with any supporting documentation that may be required), at Service Provider’s discretion, of the nature of a Client’s business and/or activities together with details of the source of funds utilized to capitalize a Client and the type and source of the assets to be held by a Client. A Client shall provide to Service Provider further written descriptions and explanations (together with any supporting documentation that may be required at Service Provider’s discretion), if the business or activities of a Client alters once the Services commence. In addition a Client shall provide to Service Provider, prior to the commencement of any Services, evidence satisfactory to Service Provider of the identity of, and references in relation to, the principal shareholders, owners, beneficial owners, directors and other authorized persons and representatives along with such other information as Service Provider may from time to time require in order to satisfy its due diligence and anti-money laundering procedures. 13. Good Faith In the implementation of these Terms of Business, the parties undertake to observe utmost good faith in their dealings with each other and they shall neither do anything or refrain from doing anything which may prejudice or detract from the rights, assets or interest of any other of them. None of the parties hereto shall do or commit any act, matter or thing which would or might prejudice or bring
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into disrepute in any manner the business or reputation of any of the other parties or any related or associated entity of any such parties. 14. Headings The paragraph headings used in these Terms of Business are included herein for convenience of reference only, and shall not constitute a part of these Terms of Business for any other purpose or in any way affect the construction of these Terms of Business. 15. Illegal & Sensitive Activities A Client undertakes that it shall not engage in any illegal activities which means any activity designated anywhere in the world as illegal or criminal which, without prejudice to the generality of the foregoing, shall be deemed to include activities relating to terrorism, drug trafficking, money laundering, pornography, receiving the proceeds of criminal activities or trading with countries which may from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, or the Cayman Islands or any successor or similar international organization. A Client undertakes that it will not engage in any sensitive activity which include financial business involving: soliciting funds from the public, offering investment advice to the public, insurance business, the operation and administration of collective investment schemes or the management of investments other than where the assets so managed comprise the property of a Client; any activity relating to the provision of financial or banking services or any other business which requires a license in any jurisdiction; gambling or lotteries; accepting payment over the Internet for products or services; without the appropriate license issued by the State of Wyoming or the relevant authority in the jurisdiction the activity is carried out, or failing a licensing obligation without the explicit written consent of Service Provider and further undertakes to inform Service Provider of any other matters that might affect a Client and/or Service Provider’s willingness to provide, or continue to provide services or any matter that is material to the business, activities or affairs of a Client.
military disturbances, outbreaks of war, acts of terrorism, natural disaster, act of government or any other authority, accidents, labor disputes or any power, telecommunications or computer failure). The Client undertakes at all times to hold the Service Provider, Service Provider’s Authorized Persons, Representatives and other authorized persons connected thereto (the “Indemnities”) harmless and to indemnify them to the greatest extent permitted by law against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities whatsoever which may arise from the provision of the Services (including without limitation “Nominee”) by the Indemnities, other than liabilities arising from the fraud, willful default or gross negligence of the Indemnities. The payments which the Client will be obligated to make hereunder shall include, inter alia, damages, judgments, settlements and costs, cost of investigation (excluding salaries of officers or employees of the Indemnities) and costs of defense of legal actions, claims or proceedings and appeals therefrom, and costs of attachment or similar bonds; provided however, that the Client shall not be obligated to pay fines or other obligations or fees imposed by law or otherwise which it is prohibited by applicable law from paying as indemnity or for other reasons described hereunder: If a claim under this Agreement is not paid by the Client, or on its behalf, within ninety days after a written claim has been received by the Client, the Indemnities as claimants may at any time thereafter bring suit against the Client to recover the unpaid amount of the claim and if successful in whole or in part, the Indemnities/claimants shall be entitled to be paid also the expense of prosecuting such claim. In the event of payment under this Agreement, the Client shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnities who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Client to effectively bring suit to enforce such rights.
16. Indemnifications and Exculpation The Client shall not be liable under this Agreement to None of the Service Provider, Service Provider’s Authorized make any payment in connection with any claim made Persons, Representatives and other authorized persons against the Indemnities: connected thereto (the “Indemnities”) shall be held liable for any failure or delay in the performance of its obligations in For which payment is actually made to any of the connection with the Services arising out of or in Indemnities under a valid and collectible insurance policy, connection with circumstances beyond its reasonable control (including, without limitation, acts of God, civil or Terms and Conditions of Business Page 7 of 20
except in respect of any excess beyond the amount of payment under such insurance; For which any of the Indemnities are indemnified by the Client otherwise than pursuant to this Agreement; For which the basis upon or attributable to any of the Indemnities gaining in fact any personal profit or advantage to which he/she/it was not legally entitled; For reasons or cause brought about or contributed to by the intentional dishonesty of any of the Indemnities seeking payment hereunder; however, notwithstanding the foregoing, each of the Indemnities shall be protected under this Agreement as to any claims upon which suit may be brought against it by reason of any alleged dishonesty on its part, unless a judgment or other final adjudication thereof adverse to any of the Indemnities shall establish that he/she/it committed (i) acts of active and deliberate dishonesty; or (ii) with actual dishonest purpose and intent, which acts were material to the cause of action so adjudicated. The Indemnities, as a condition precedent to his/her/its right to be indemnified under this Agreement, shall give to the Client notice in writing as soon as practicable of any claim made against it for which indemnity will or could be sought under this Agreement. Notice to the Client shall be directed to it in accordance with Clause 26 of this Agreement (or such other address as to the Client shall designate in writing to the Indemnities. In addition, the Indemnities shall give the Client such information and cooperation as it may reasonably require and as shall be within the power of the Indemnities. The provisions of this Clause are without prejudice to any other limitation of liability or indemnity given in favor of the Indemnities and shall remain in full force and effect notwithstanding termination of the Terms and Conditions. In the event that any of the Indemnities are requested or authorized by a Client or is required by government regulation, subpoena, or other legal process to produce documents or its personnel as witnesses with respect to the activities of a Client, such Client will reimburse Indemnities for its professional time and expenses, as well as fees and expenses of Indemnities counsel, incurred in responding to such requests. Indemnities shall send to a Client as soon as possible, all notices of claims, summonses or writs which it receives from third parties in relation to the affairs of a Client and
no liability of any sort shall be admitted and no undertaking given nor shall any offer, promise or payment be made or legal expenses incurred by Indemnities in relation to any such claim, summons or writ without the written consent of a Client which shall be entitled, if they so desire, to take over and conduct the defense of any action or to prosecute any claim for indemnity or damages or otherwise against any third party. None of the Indemnities shall not be required to take any legal action on behalf of a Client unless fully indemnified to its reasonable satisfaction for costs and liabilities. If a Client requires any of the Indemnities in any capacity to take any action, which in its opinion might make it liable for the payment of money or liable in any other way, said Indemnitee shall be kept indemnified in any reasonable amount and form satisfactory to it as a prerequisite to taking such action. 17. Independent Contractor Nothing contained in this Agreement shall be interpreted to imply or construe the Service Provider as an employee, equity partner, partner, officer, or director of Client and the undersigned parties mutually acknowledge the absolute independent status with respect to the relationship created in this Agreement. Service Provider shall not be deemed to be an to be an agent of a Client, unless a separate Agent/ Nominee agreement is entered into. 18. Intellectual Property Notwithstanding rights enumerated at Clause 8, all information disclosed and exchanged between the parties hereto is and shall remain the sole and exclusive property of the disclosing party (the Party to whom ownership of said Confidential Information and Intellectual Property is attributed), and neither Party acquires any license, intellectual property rights, or legal or equitable interest in the other party’s intellectual property or information except for the limited right to make copies as necessary in performance of this Agreement. Nothing in this Agreement shall, by express grant, implication, estoppels or otherwise, create in the Receiving Party, any right, title, interest or license in or to the intellectual property, trademarks, trade names, inventions, patents, technical data, computer software, or software documentation of the Disclosing Party.
19. Joint and Several Liability Where the Client is more than one person, (a) each such person hereby appoints the other such person(s) to act as Terms and Conditions of Business Page 8 of 20
his agent to exercise full power and authority in connection with the Services on his behalf; and (b) all obligations of the Client in connection with the Services shall be joint and several. 20. Legal Standing A Client agrees to notify Service Provider if any of the following cease to apply: A Client/Managed Entity is an entity duly registered, validly existing and in good standing under the laws of the Wyoming, or elsewhere, and has full power and all necessary governmental authorization to carry on its business as it is presently being conducted. A Client has filed for itself all reports and returns required to be filed by the State of Wyoming or elsewhere where Client is operating. There are no claims, actions, suits or proceedings pending, threatened against or affecting a Client which would prevent or hinder the consummation of the transactions contemplated hereby. A Client has disclosed to Service Provider all facts material to the business of a Client which is the subject of these Terms of Business. That no representation or warranty made by a Client in connection with these Terms of Business and no statement contained in any intake or application form, certificate, schedule, list or other instrument furnished to Service Provider pursuant to the provisions hereof contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained herein not misleading. 21. Legislation Although Service Provider will endeavor to keep a Client informed of changes in legislation in the State of Wyoming, it will not accept any responsibility or assume any liability whatsoever for failing to do so for whatever reason.
the Service Provider, all or any documents or assets, including assets held on behalf of the Managed Entity or to the order of the Managed Entity or on behalf of or to the order of any company or other body in common ownership with the Managed Entity or otherwise connected or affiliated to the Managed Entity in any manner, until such time as all such fees, disbursements, expenses, or liabilities due and payable are discharged. For the avoidance of doubt, this lien shall apply to all documents and assets held in relation to the matter in respect of which the fees, disbursements, expenses or liabilities have been incurred and in relation to any other matter whatsoever relating to the Managed Entity. Further, if the Service Provider should cease to act for or in relation to the Managed Entity, a final invoice will be submitted and the Service Provider reserves all rights to exercise the right of the lien aforesaid over all documents and assets held on behalf of the Managed Entity or in relation to the Managed Entity until such time as the final invoice is discharged in full. 23. Non-Circumvention Each Party irrevocably agrees that it shall make no effort to circumvent, attempt to circumvent, avoid, bypass or obviate the other party directly or indirectly, in any corporation, trust, partnership, or other entity or individual to; (a) produce, manufacture, reverse engineer, disassemble or decompile any Protected Information, knowhow and technology learned or received by Receiving Party which collectively embody the “intellectual property” developed and exclusively owned by Disclosing Party for the purpose of unjust benefit or enrichment, or (b) establish a direct relationship or contract; or (c) induce or attempt to induce a diversion of relationships, contracts, business or opportunities; or (d) commit any overt or covert acts, directly, or indirectly, which would circumvent, compromise, undermine, defeat or attempt to defeat, in any way whatsoever the spirit of this Agreement. If either Party to this Agreement or their Authorized Persons, Representatives and other authorized persons connected thereto violates any part of this noncircumvention Clause of this Agreement, or otherwise contracts and/or engages in any business directly or indirectly with any party that the other party has revealed, the violating party shall be obliged to pay to the other a penalty amount equivalent to ten percent (10%) of the face value of the total of each of any transaction made.
22. Lien In the event of non-payment of all or any part of any fees, disbursements or expenses due to the Service Provider or which the Service Provider is liable to pay on behalf of the Managed Entity or in respect of which the Managed Entity becomes liable to the Service Provider in any other manner, then the Service Provider shall have a lien over, or the right not to release from the possession or control of Terms and Conditions of Business Page 9 of 20
24. Non-Competition As an inducement to Service Provider to enter into a business arrangement with a Client, it is agreed that a Client shall for a period of three years after the termination of the business arrangement not offer employment or cause to be employed any person who was or is to be employed by Service Provider during the twelve month period prior to such termination. By entering into the business arrangement a Client acknowledges and agrees that the foregoing restraint is reasonable and necessary to protect the legitimate interests of Service Provider. 25. Non-Exclusive Engagement/Appointment The Services of Service Provider hereunder are not to be deemed exclusive and no provision of these Terms of Business shall be construed to preclude Service Provider from engaging in any activity whatsoever, including without limitation receiving compensation for investment banking services, managing investments, participating in investments, brokerage or consultancy arrangements or acting as an advisor to or participant in any corporation, partnership, trust or other business entity or from receiving compensation or profit thereof. 26. Notices Official Notices. All notices, requests, consents, demands or other official communications by either party to the other in connection with disputes, breaches, regulatory demands, subpoena or other legal process or otherwise in connection with any litigation shall be in writing to the address appearing in this Agreement or such other address provided in writing by a Party hereto from timeto-time and shall be delivered; (a) personally shall be deemed to have been given at the time of such delivery; (b) by registered or certified mail, return receipt requested, postage and fees prepaid and shall be deemed to have been given on the date appearing on the return receipt; (c) by overnight courier, receipt signature required; or (d) by facsimile transmission with delivery confirmation to the recipient, and shall be deemed to have been given on the date appearing thereon.
each other. Client or Service Provider may revoke this consent at any time by providing notice to all affected Parties. Any such electronic notice shall be effective when delivered by email upon completion of transmission and confirmation by the sender that such transmission was sent by a hard copy of the "sent" email. 27. Proper Law This Agreement, once executed and delivered by the parties, is acknowledgement by the Parties that that Clause 10 is the exclusive remedy for any dispute that may arise from this Agreement. The construction, validity, and interpretation of this Agreement shall be governed with preference given to the intent of this instrument followed by the internal Laws of the State of Wyoming, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdictions) that would cause the application of the Laws of any jurisdictions other than the State of Wyoming. For matters involving injunctions or arbitration disputes arising from Clause 10, each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Cheyenne, Wyoming for the adjudication of any such dispute hereunder or in connection herewith or therewith, whether at law or equity and under any contract, tort or any other claim whatsoever, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing or faxing a copy thereof to such party at the address for such notices as listed in this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. Notwithstanding injunctions, any claim filed to enforce rights under this Agreement or any other instrument or agreement contemplated hereby in contravention to Clause 10 shall be null and void; the
Electronic Communication. Service Provider and Client (and their respective Authorized Persons) expressly agree to accept electronic communication in lieu of printed copy of any general communication involving updates and/or amendments in connection with the Terms and Conditions of Business, instructions, directives requests, consents and the like at the email address listed herein or such other email address as the Parties may designate in writing to Terms and Conditions of Business Page 10 of 20
prevailing party as determined by the court shall be entitled to recover its legal costs including, without limitation, reasonable attorney’s fees and associated litigation costs including, but not limited to, expert witness fees, deposition costs, and court costs. 28. Remuneration Notwithstanding the Service Provider Paymaster transaction fees at Clause 6, in consideration of the services rendered by Service Provider to Client, the Client shall pay and the Service Provider shall be entitled to (a) fees in accordance with the Schedule of Fees annexed hereto as Schedule 1, as amended, or as otherwise expressly agreed; and (b) be reimbursed for all disbursements and expenses incurred by it in providing the Services. A sundry disbursement charge may be included in each invoice to cover general disbursements which it is not practical to charge on a provision basis. Service Provider reserves the right to discount or markup its published fees as the complexity, timing or other circumstances surrounding the Services may warrant. Where Services are charged on an hourly basis a Client shall pay Service provider for such Services at the hourly rate charged from time to time by Service Provider for the personnel, Appointees or Authorized Representatives performing such Services. Where the Service Provider and any Client/Managed Entity enter into an Agreement relating to the Services which does not expressly replace this Services Agreement in its entirety: in the event of any conflict between the terms of the Agreement and this Services Agreement, as amended, the terms of the Agreement shall prevail; the Client hereby guarantees the due payment of all fees, disbursements and expenses, and sundry charges payable by any of the Client’s Managed Entities under this Services Agreement and/or the Agreement (and agrees that the Service Provider may claim under this guarantee without first seeking recourse against the Managed Entity or any other person); the Client shall ensure that the Managed Entity is kept in funds sufficient to allow it to meet in full all fees, disbursements and expenses, and sundry charges payable by the Managed Entity under the Agreement. The Service Provider may deduct any unpaid monies owing to it in connection with the Services which remain unpaid for longer than thirty-days (30) of receiving an
invoice from Service Provider from the assets of the Managed Entity without consent of the Client. In the case of a dispute of any amount to be paid, the amount in question shall be paid as if it is not disputed, and the disputed amount shall be settled in accordance with the Dispute Clause of this Agreement and the decision of the Arbitrator (if any) shall accordingly be final and binding upon the parties. Where Client funds are held under Service Provider’s control, it shall have the right to use such funds in settlement of any outstanding fees adjudged in favor of the Service Provider. Service Provider shall not be responsible for any late payment penalties for which a Client may be liable as a result of wire transfers received with insufficient details, non-receipt of wire transfer advice or for postal delays with regard to such payments. Fees are to be paid net of all charges. Service Provider reserves the right to bill a Client for any charges deducted by remitting banks in settlement of its fees. Service Provider will charge a Client on a time spent basis for the cost of following up on bills which are more than 60 days past due. All monies payable to the Service Provider in connection with the Services shall be paid immediately on issue of the relevant invoice and interest at the rate of 2% per month may, at the discretion of the Service Provider, be charged on all overdue amounts. In the event that a Client shall fail to pay the full amount of all fees, disbursements and expenses, and sundry charges due to Service Provider then Service Provider shall have a lien in accordance with Clause 22 hereunder. All fees, disbursements and expenses paid in advance are non-refundable. 29. Safe Custody The Service Provider will keep all such deeds and documents which it considers appropriate, or where it is requested by the Managed Entity to do so, in its safe custody facilities. These facilities are carefully regulated and controlled and designed to limit the possibility of unauthorized access or damage by fire. The Service Provider accepts no responsibility for any deeds or documents held in safe custody that are damaged or lost as a result of theft, fire or water damage, in the absence of gross negligence. 30. Severability If at any time one or more of the provisions of the Terms
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and Conditions becomes invalid, illegal or unenforceable in any respect, that provision shall be severed from the remainder and the validity, legality and enforceability of the remaining provisions of the Terms and Conditions shall not be affected or impaired in any way 31. Specific Authority If: any demand is made against the Managed Entity for payment of any sum due including, without limitation, any taxes, duties, fees or other governmental or state impositions and such payment has not yet been made; or the Service Provider has not been able to obtain instructions from the Client or any authorized person in circumstances where, in the Service Provider’s opinion, instructions are required in order to take action that it considers necessary; or the Service Provider has received instructions from the Client or any authorized person which, in the Service Provider’s opinion, are or may be illegal or contrary to the interests of the Client and/or the Managed Entity or which may lead to any of the Service Provider, the Appointees or the Employees incurring personal liability, then the Service Provider may, as it deems necessary, either take such action on behalf of the Managed Entity as it thinks fit (including, without limitation, seeking professional advice at the cost of the Managed Entity, appropriating the assets of the Managed Entity to satisfy any demands for payment, winding up the Managed Entity or transferring the assets of the Managed Entity to the Client) or take no action whatsoever The Service Provider will, as soon as reasonably practicable after taking any action under this Clause, give notice to the Client of such action having been taken. None of the Service Provider, Service Provider, Service Provider’s Authorized Persons, Representatives and other authorized persons connected thereto shall incur any liability for any action or inaction of the Service Provider pursuant to this Clause.
purpose for which a Client might use them, they are made available on an “as is” basis for a Client’s use only and should not be distributed to or shared with any third party. Further, Service Provider makes no representations or warranties as to the sufficiency or appropriateness of the software tools for any purpose for which a Client may use them. 33. Supplementary Instruments Client or Service Provider shall, upon request of one party, duly execute and deliver to the requesting party any instruments or documents and do all things which are required by statute, counsel or otherwise, for the requesting party, or otherwise, to carry into effect the provisions of this Agreement, including, but not limited to, the execution of separate endorsements, assignments, releases and powers of attorney. 34. Tax & Legal Advice A Client is responsible for ensuring that it has taken, and duly warrants that it has taken, all necessary tax and legal advice with regard to the establishment and operation of the entities serviced by Service Provider and for ensuring that the activities or proposed activities of a Client will not breach the laws of any relevant jurisdiction and acknowledges that the Service Provider, and the Service Provider’s Authorized Persons, Representatives and other authorized persons connected thereto is/are not in any way responsible for advising a Client. Service Provider does not provide legal our accounting advice. 35. Termination Service Provider shall be entitled to resign its appointment hereunder and all and any obligation to provide the Services shall cease immediately: by giving not less than 60 days’ notice in writing to a Client; by giving not less than 30 days’ notice in writing if a Client shall commit any breach of its obligations under these Terms of Business and shall fail within 15 days of receipt of notice served by Service Provider requiring it to do so, to make good such breach;
at any time with immediate effect without such notice as is 32. Software Work Product referred to above by giving notice in writing to a Client if a Service Provider may develop software, including Client shall go into liquidation (except a voluntary spreadsheets, documents, databases and other electronic liquidation for the purpose of reconstruction or tools to assist it in providing its Services. In some cases reorganization upon terms previously approved in writing these aids may be provided to a Client upon request. As by Service Provider) or if a receiver of any of the assets of these tools were developed specifically for Service a Client is appointed. Provider’s purposes and with-out consideration of any Terms and Conditions of Business Page 12 of 20
A Client shall be entitled to terminate the appointment of Service Provider: by giving not less than 90 days’ notice in writing to Service Provider; by giving not less than 30 days’ notice in writing if Service Provider shall commit any breach of its obligations under these Terms of Business and shall fail within 30 days of receipt of notice served by a Client requiring it to do so, to make good such breach; at any time without such notice as is referred to above by giving notice in writing to Service Provider if Service Provider shall go into liquidation (except a voluntary liquidation for the purpose of reconstruction or reorganization upon terms previously approved in writing by a Client) or if a receiver of any of the assets of Service Provider is appointed. On termination of the appointment of Service Provider, Service Provider shall be entitled to receive all fees and other monies accrued due up to the date of such termination and shall be entitled to charge a retainer for such additional Services that may be required after termination as circumstances warrant. Subject to Service Provider’s lien, Service Provider shall, on the termination of its appointment, deliver to any succeeding service provider, or as a Client may direct, all minute books, registers, documents files, shareholder correspondence files, financial statements and supporting general and portfolio ledgers relating to the affairs of a Client which are in its possession (the “Records”), provided first that where it is alleged that Service Provider is considered to have committed a breach of its obligations under these Terms of Business then Service Provider will be given notice of such alleged breach and the opportunity to make good such alleged breach. Furthermore, after the release of any Records by Service Provider, Service Provider and its attorneys will at all times continue to have full right of access to the Records in the event any claim is brought against Service Provider in connection with any alleged breach of Service Provider’s obligations. Service Provider shall have the right by written request to require a Client in all prospectuses, explanatory memoranda, advertising material, letterheads and any other material to remove any reference to Service Provider.
A Client acknowledges that notwithstanding the right of Service Provider to terminate its Services in accordance herewith, Service Provider, (and/or its officers, agents and employees), may have continuing regulatory/legal duties under applicable law and will be required to undertake various administrative tasks in order to transfer a Client and its records to a successor. Accordingly, without prejudice to its rights, it is agreed that Service Provider shall be entitled (but not obliged) to continue to provide Services so as to discharge such duties and shall be entitled to charge its applicable rate for the provision thereof. Service Provider reserves the right to automatically cease all Services to a Client where Service Provider’s fees remain outstanding for more than ninety days and Service Provider will not attend to any further work for a Client while such fees remain outstanding, nor will Service Provider attend to any statutory obligations of a Client while such fees remain outstanding. Where Service Provider has ceased to provide Services to a Client, for whatever reason, it shall have the right to notify any regulatory or licensing authority in the State of Wyoming or elsewhere, that it has ceased to act for a Client. 36. Transfers and Transmissions All transfers and transmissions of monies, assets or documents are made at the risk of the Managed Entity and the Client and none of the Service Provider, or Service Provider’s Authorized Persons, Representatives and other authorized persons connected thereto shall not be liable for any loss, damage or delays howsoever caused which is not directly caused by its gross negligence. 37. General Provisions Waiver and Severability: No provision of this Agreement will be waived and no breach excused unless the waiver or excuse is in writing and signed by the party that is claimed to have waived or excused. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions will continue in full force and effect as if the Agreement had been executed without the invalid provision or portion thereof that is determined to be invalid or unenforceable. Signatures and Counterparts. Signatures on this Agreement received by way of Facsimile, Mail and/or Email shall be deemed to be an executed agreement enforceable and admissible for all purposes as may be necessary under the terms of the Agreement. This
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Agreement and any amendments, resolutions, or addendum hereto may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Legal Fees. If any arbitration or any other action is brought to enforce the rights of a party arising from this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, reasonable attorney’s fees, court costs and expenses, expert witness fees, and any other costs; Advice of Counsel. This Agreement has been freely negotiated by the parties hereto, each with the opportunity to seek advice and assistance of counsel. Accordingly, this Agreement shall not be construed more strictly against any party hereto, regardless of which party drafted all or part of this Agreement; Integration. This Agreement represents the entire understanding between the Parties with respect to the confidentiality, use, control and proprietary nature of any information disclosed by the Disclosing Party to the Receiving Party and the subject matter hereof and all other prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein.
DISCLAIMER OUTPOST PROVISIONING LLC “OP” ARE NOT ATTORNEYS, CPA's or PROFESSIONAL INVESTMENT ADVISORS. “OP” INVEST HEAVILY IN COMPLIANCE REVIEW. OUR QUALIFIED SPENDTHRIFT TRUST AND UNREGULATED FAMILY PRIVATE TRUST COMPANY INSTRUMENTS ARE INDEPENDENTLY REVIEWED AT LEAST ANNUALLY FOR COMPLIANCE WITH WYOMING STATUTES AND RELATIVE IRS NOTICES AND LETTER RULINGS, BY A PREEMINENT WYOMING LAW FIRM, WITH ATTORNEYS WHO ARE FELLOWS OF THE AMERICAN COLLEGE OF TRUST AND ESTATE COUNSEL. “OP” CONSULTS A NETWORK OF INDEPENDENT CPA’S AND TAX ATTORNEY’S PARTNERS WHO COLLABORATE WITH “OP” TO PROVIDE PROFESSIONAL ACCOUNTING SERVICES TO CLIENTS WHO DESIRE SUCH SERVICES. “OP” HAS BELIEF AND RELIES ON INFORMATION FROM SAID SOURCES TO BE RELIABLE. With regard to United States Law, if legal advice or other expert assistance is required, the service of a competent professional U.S. attorney or accounting professional should be retained. . . . From the Declaration of Principles jointly adopted by a committee of the American Bar Association and a committee of Publishers and Associations. . . IRS Circular 230 Disclaimer: To ensure compliance with requirements imposed by the IRS, please note that any U.S. tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code; or (ii) promoting, marketing or recommending to another party any transaction or tax-related matter addressed herein
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Schedule 1 Schedule of Fees 1. REGISTERED AGENT SERVICE: $150.00 annually, as amended. On the terms and conditions hereinafter described and upon advance payment of the appropriate annual service fee, Service Provider "Registered Agent" shall provide Client with Registered Agent services in the State of Wyoming, pursuant to applicable statue and shall receive Service of Process on behalf of the Client’s Managed Entity. Service of Process documents include Legal Proceedings, Litigation, Legal Notices, Tax Notices, or other such Official Government Correspondence "official mail" relative to the Managed Entity and delivered to the Registered Agent for the Client. We will e-mail notification of receipt of such official mail, and forward the same (up to 3 pieces per month) to your designated forwarding address via 1st Class U.S. Postal Service, which shall be deposited in the mail within five business days following the month ending. Additional postage fees will apply for excess mail or special service which shall be for actual postage and/or packaging costs plus $10.00 for handling which must be paid in advance of mailing. For each renewal or extension period of this Agreement, Service Provider shall notify Client in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period. 2. WYOMING WEALTHCARE TRUST SYSTEM: $2900.00 (annual renewal for ordinary trust services $500.00) includes:
A Wyoming Unregulated Single Family Private Trust Company which is a family-owned enterprise that provides trust administration services similar to those provided by an individual or an institutional trustee. These services include fiduciary, investment advisory, wealth management, and administrative services, and includes; a. undertaking the requisite acts necessary to assume the position of General Partner (as further defined below) of the Client within the public record of the Secretary of State of Wyoming for the Client by preparing and filing the REGISTERED LIMITED LIABILITY PARTNERSHIP STATEMENT OF REGISTRATION with the Secretary of State of Wyoming; obtaining name approval from the Wyoming Division of Banking, and paying the requisite fee; b. 1st year Registered Agent Service on the terms described at Section 1. c. preparation of IRS Form SS4 to obtain the Limited Liability Partnership EIN; d. to prepare the Limited Liability Partnership Agreement and template for Minutes of 1st Organizational Meeting; e. As SP/GP, provide access to or utilization of SP’s/GP’s Escrow Account (exclusive of initial bank deposit of $150.00 and subject to bank cooperation; a transaction fee of one-half of one percent on each transaction applies with up to twenty-five monthly disbursements, excepting bank fees and charges); and/or establish a Limited Liability Partnership bank account (exclusive of initial bank deposit of $150.00 and subject to bank cooperation, with up to twelve monthly disbursements, excepting bank fees and charges). f. to receive and hold or control as GP or Custodian for safekeeping, the Certificates or Shares representing Limited Liability Partnership, Limited Partner ownership of the Client. g. to prepare and submit the annual report/statement to the Secretary of State of Wyoming (exclusive of the annual renewal fee). h. unlimited phone support during regular business hours. M-F 9:00am - 4:00pm Mountain.
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A Wyoming Self-Settled Qualified Spendthrift Trust that provides asset protection for assets held in Wyoming for non-Wyoming trust Settlors when managed by a Wyoming- based person or a Wyoming Family Private Trust Company as Trustee and includes Ordinary Trust Services. Ordinary Trust Services: During the continuance of its appointment and subject to applicable law or regulation, or any limitations imposed by this Agreement or the Managed Entity Agreement, the Service Provider shall perform the following services: a. Preparation of the Settlor Memorandum of Wishes; preparation and execution of the 1st Organization Minutes of the Proceedings; preparation and execution of the Trust Agreement that is drafted for compliance with IRS Notice 2008-63, preparation and execution of the Certification of Trust; b. As SP/GP, preparation of IRS Form SS4 to obtain the Trust EIN; c. As SP/GP, Access to or utilization of Service Provider's Escrow Account (exclusive of the initial bank deposit and subject to bank cooperation, and/or facilitation of a stand-alone Trust bank account, subject to bank cooperation,) and there shall be a transaction fee of (one half of one-percent) of all Client collateral deposited or received; (a) into SP/GP’s Escrow Account(s) on behalf of Client; or (b) into any other account or accounts on behalf of Client or any managed entity of Client, to be held or disbursed in connection with the Trust Agreement (exclusive of the opening bank deposit and exclusive of bank maintenance or transaction fees and charges). d. As SP/GP, preparation of a Gifting Affidavit template for gifting/transferring personal property into trust; e. As SP/GP, Access to the Escrow Account of Outpost Provisioning LLC (a transaction fee of one-half of one percent on each transaction applies, with up to twenty-five monthly disbursements, excepting bank fees and charges). f. On advance notice, phone consultation during regular business hours. For each renewal or extension period of this Agreement, Service Provider shall notify Trust Settlor/Client in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period. At no time in the future, will base engagement fees for ordinary services, or fees for services regarded as extraordinary services, exceed the prevailing fees charged for similar services in the geographic region in which trust administration is taking place at the time in which such services are rendered.
3. PAYMASTER PURPOSE TRUST: $1750.00 (annual renewal required: Registered Agent Service $150.00, Trustee services-$150.00). The “Base Registration/Engagement Fee” of USD Seventeen-Hundred Fifty Dollars ($1750.00) for organization and administration services relative to the Managed Entity being (the Client and the Wyoming Self-Settled Qualified Spendthrift Trust) for the initial one year term of service, which shall include:
Paymaster Management Agreement which provides a Wyoming Qualified Trustee and Management Appointee. Terms and Conditions of Business Page 16 of 20
Access to or utilization of Service Provider's Escrow Account (exclusive of the initial bank deposit and subject to bank cooperation, and/or facilitation of a stand-alone Trust bank account, subject to bank cooperation,) and there shall be a transaction fee of (one half of one-percent) of all Client collateral deposited or received; (a) into SP/GP’s Escrow Account(s) on behalf of Client; or (b) into any other account or accounts on behalf of Client or any managed entity of Client, to be held or disbursed in connection with the Trust Agreement (exclusive of the opening bank deposit and exclusive of bank maintenance or transaction fees and charges). Access to the Escrow Account of Outpost Provisioning LLC (a transaction fee of one-half of one percent on each transaction applies, with up to twenty-five monthly disbursements, excepting bank fees and charges). Wyoming Irrevocable Self-Settled Qualified Spendthrift Trust Agreement. Preparation of IRS Form SS4 to obtain the Trust EIN. Certificate of Trust. 1st year Registered Agent Service on the terms described at Section 1. Gifting Affidavit for conveyance of private property (including currencies, securities, precious metals, etc.) to Trust. On advance notice, phone consultation during regular business hours.
For each renewal or extension period of this Agreement, Service Provider shall notify Client in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period. 4. PAYMASTER SERVICES REGISTRATION/MANAGEMENT FEE: $500.00 (annual renewal required: Registered Agent Service - $150.00). The Engagement/Registration fee of USD Five-Hundred Dollars ($500.00) (the “Base Registration/Engagement Fee”) for administration services relative to the Client/Managed Entity, for the initial one year term of service, which shall include;
Paymaster Undertaking Agreement which provides a death declaration and distribution for named beneficiaries. Utilization of the Escrow Account of Outpost Provisioning LLC Access to or utilization of Service Provider's Escrow Account (exclusive of the initial bank deposit and subject to bank cooperation, and/or facilitation of a stand-alone Trust bank account, subject to bank cooperation,) and there shall be a transaction fee of (one half of one-percent) of all Client collateral deposited or received; (a) into SP’s Escrow Account(s) on behalf of Client; or (b) into any other account or accounts on behalf of Client or any managed entity of Client, to be held or disbursed in connection with the Trust Agreement (exclusive of the opening bank deposit and exclusive of bank maintenance or transaction fees and charges). 1st year Registered Agent Service on the terms described at Section 1. On advance notice, phone consultation during regular business hours.
For each renewal or extension period of this Agreement, Service Provider shall notify Client in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period.
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5. PAYMASTER SERVICES REGISTRATION/MANAGEMENT FEE: $300.00 (annual renewal required: Registered Agent Service - $150.00). The Engagement/Registration fee of USD Three-Hundred Dollars ($300.00) (the “Base Registration/Engagement Fee”) for administration services relative to the Client/Managed Entity, for the initial one year term of service, which shall include;
Paymaster Undertaking Agreement. Access to or utilization of Service Provider's Escrow Account (exclusive of the initial bank deposit and subject to bank cooperation, and/or facilitation of a stand-alone Trust bank account, subject to bank cooperation,) and there shall be a transaction fee of (one half of one-percent) of all Client collateral deposited or received; (a) into SP’s Escrow Account(s) on behalf of Client; or (b) into any other account or accounts on behalf of Client or any managed entity of Client, to be held or disbursed in connection with the Trust Agreement (exclusive of the opening bank deposit and exclusive of bank maintenance or transaction fees and charges). 1st year Registered Agent Service on the terms described at Section 1. On advance notice, phone consultation during regular business hours.
For each renewal or extension period of this Agreement, Service Provider shall notify Client in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period. 6. WYOMING UNREGULATED SINGLE FAMILY PRIVATE TRUST COMPANY: USD$1450.00 (annual renewal of $500.00, as amended, required: General Partner management fee - $250.00, Registered Agent Service - $150.00, each as amended, SOS Annual Report-$100.00). Organized as a Wyoming Registered Limited Liability which is a family-owned enterprise that provides trust administration services similar to those provided by an individual or an institutional trustee. These services include fiduciary, investment advisory, wealth management, and administrative services, and includes; a. undertaking the requisite acts necessary to assume the position of General Partner (as further defined below) of the Client within the public record of the Secretary of State of Wyoming for the Client by preparing and filing the REGISTERED LIMITED LIABILITY PARTNERSHIP STATEMENT OF REGISTRATION with the Secretary of State of Wyoming; obtaining name approval from the Wyoming Division of Banking, and paying the requisite fee; b. preparation of IRS Form SS4 to obtain the Limited Liability Partnership EIN; c. to prepare the Limited Liability Partnership Agreement and Minutes of 1st Organizational Meeting; d. to establish the Limited Liability Partnership bank account (exclusive of opening deposit); e. 1st year Registered Agent Service on the terms described at Section 1. f.
Utilization of the Escrow Account of Outpost Provisioning LLC (a transaction fee of one-half of one percent on each transaction applies, excepting bank fees and charges). g. to make 12 annual disbursements; any disbursement of Client’s funds or transfer of Client’s securities from any financial or securities account of which GP or its Representative(s) has/have control and signatory authority, shall require prior written approval of the Client or the Authorized Person. h. to receive and hold or control as GP or Custodian for safekeeping, the Certificates or Shares representing Limited Liability Partnership, Limited Partner ownership of the Client. Terms and Conditions of Business Page 18 of 20
i. j.
to prepare and submit the annual report/statement to the Secretary of State of Wyoming (exclusive of the annual renewal fee). unlimited phone support during regular business hours. M-F 9:00am - 4:00pm Mountain.
For each renewal or extension period of this Agreement, Service Provider shall notify Client in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period. 7. Wyoming Add-On Family Qualified Spendthrift Trust Includes: USD$700.00 (annual renewal required: Registered Agent Service - $150.00, Trustee services-$150.00). Wyoming Irrevocable Self-Settled Qualified Spendthrift Trust Agreement written to comply with IRS Notice 2008-63, Certificate of Trust, Trust EIN, Trust Minute Template, 1st year Registered Agent, Unregulated Single Family Private Trust Company Minute. 8. Wyoming Add-on Limited Liability Company: $750.00 (annual renewal required: Registered Agent Service - $150.00, Annual Report and State fee-$150.00). Wyoming Limited Liability Company, State Filing Fee, 1st year Registered Agent/Office Fee as described at Section 1, 1st Organization Meeting Minute, Unregulated Single Family Private Trust Company Minute.
9. Wyoming Close Limited Liability Company: $750.00 (annual renewal required: Registered Agent Service - $150.00, Annual Report and State fee-$150.00, Officer/Director- $300.00).
Includes LLC name check with the state: and 1st year Registered Agent services as described at Section 1 1st year State filing fees Wyoming State Certified Articles of Organization (all paperwork filed with the State) Organizational Forms Engraved hand-press company seal with pouch Corporate binder with company name embossed that includes: Certified copy of Articles of Organization Pre-Printed Membership Certificates Operating Agreement Minutes of first Members Meeting Membership Transfer Register Complete IRS SS-4 application for and obtain Employer Identification Number. Shipping via U.S. Postal Service, Priority OTHER SERVICES AND FEES; COSTS AND EXPENSES
1. The following fee schedule, as amended, shall apply as follows if required: a. Stand-alone bank account or trading account applications and facilitation (exclusive of opening deposit): $100.00. b. Preparation of Annual Reports Minutes/Returns: $100.00; Standard Resolutions, Amendments, or Minutes: $50.00 (up to 5 pages). c. For other than sub-paragraph (b) above, general document preparation: $ 50.00 per hour. Terms and Conditions of Business Page 19 of 20
d. Tax return extensions: $50.00; Facilitation of estimated tax installment payments $50.00 ea. 2. Costs and Expenses: The following costs and expenses are reimbursable to the Service Provider and/or its Appointees or Representatives by the Client as follows: a. The opening deposit of $150.00 (if not provided in advance) and all bank account charges related to the account of the managed entity. b. All costs associated with preparation of State and Federal tax returns and any tax that the Service Provider or its Appointee or Representative may be assessed. c. The apportioned annual cost and all other costs related to the Registered Limited Liability Partnership Services Agreement between the General Partner and the Limited Partners of an n Unregulated Single Family Private Trust Company. d. All governmental recordation fees, professional and accounting fees relating to ascertainment and payment of any taxes or charges and the making of any claims or relief therefrom on behalf of the Service Provider and/or its Appointee or Representative in respect of Client’s investments. e. The cost of courier fees, notary fees, third-party expenses and other similar costs properly incurred by Service Provider and/or its Appointee or Representative in the costs of carrying out its duties. f. The Service Provider and/or its Appointee or Representative will not be obligated to make any advance to, or for the account of, the Client or to pay any sums, except out of funds held in in accounts maintained by the Service Provider and/or its Appointee or Representative , nor will the Service Provider and/or its Appointee or Representative be obligated to incur any liability or obligation for the account of the Client without assurance that the necessary funds for the discharge of the liability or obligation will be provided. All obligations or expenses incurred by the Service Provider and/or its Appointee or Representative in the performance of its duties on behalf of the Client will be for the account of, on behalf of, and at the expense of the Client. g. Additional Business Operations. If the Client or a Managed Entity of the Client or its subsidiaries acquire or enter into any additional business operations after the date of this Agreement (each an “Additional Business”), the Client and/or the Managed Entity of the Client and the Service Provider and/or its Appointee or Representative, will in good faith, prior to the acquisition or prior to entering into such additional business operations, determine whether and to what extent the cost and expenses should be increased as a result thereof. Any increase will be evidenced by a written Minute supplement to this Agreement and signed by the Service Provider and/or its Appointee or Representative and the Client or a Managed Entity of the Client with the Clients personal guarantee. For each renewal or extension period of this Terms and Conditions of Business Agreement and Schedule of Fees and Services, Service Provider shall notify Client and/or the Managed Entity of the Client, in writing, thirty (30) days prior to the expiration date, of any fee increase it will require for the renewal or extension period. At no time in the future, will base fees for ordinary services, or fees for costs and expenses or additional services beyond the scope of this Schedule exceed the prevailing fees charged for similar services in the geographic region in which such services by Service Provider are taking place at the time in which such services are rendered.
Purchaser/Client - __________________________ Initials:_______________________ Terms and Conditions of Business Page 20 of 20
