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§ 01 — SCOPE OF THE AGREEMENT

Twelve sections. Each one is there for a reason.

Most CSA negotiations focus on three to five sections; the rest are standard. The "Posture" column indicates whether the section is generally fixed (cryptographic primitives, attestation cadence), standard (negotiable on detail, not on substance), or negotiable (genuinely open to red-lines).

§
Section
What it covers
Posture
01
Definitions
Defined terms: Custody Materials, Transaction Code, Hash, Timestamp Anchor, Verification Response, Independence Covenant, AUP Report, SPV, Sponsor, Investor.
STANDARD
02
Services
What FBC delivers — ingestion, hashing, anchoring, code issuance, verification endpoint, receipt PDF, AUP participation, insurance carriage.
FIXED
03
Custody Materials
What sponsors may deposit (FPAs, payment records, security documents, subscription documents) and what is out of scope (currency, securities themselves, custodial accounts for assets).
STANDARD
04
Cryptographic primitives
SHA-256 (FIPS 180-4), OpenTimestamps on Bitcoin, optional RFC 3161 co-anchor, ≥3 confirmations for finality. Specified by primitive, not by vendor.
FIXED
05
Independence Covenant
Operational separation guarantees — entity, signers, banking, IT environment. Quarterly review; reaffirmed at insurance renewal. AUP confirms continued compliance.
FIXED
06
Independent attestation
Annual AUP engagement with a licensed CPA firm. Scope, sampling methodology, and publication path. Cadence may be increased to quarterly at sponsor's election (additional fee).
NEGOTIABLE — cadence, scope
07
Insurance
Lines carried (E&O, crime, cyber, D&O), minimum limits, certificate-of-insurance issuance, additional-insured endorsements, notice of cancellation.
NEGOTIABLE — limits, AI
08
Fees & payment
Annual fee, payment terms (NET 30 by default), late fees, renewal mechanics, fee escalation cap. Tier 03 includes custom billing schedules.
NEGOTIABLE
09
Indemnification
Mutual carve-outs and caps. FBC indemnifies for breach of independence covenant and for gross negligence in custody operations; sponsor indemnifies for misrepresentation of underlying documents.
NEGOTIABLE — caps
10
Confidentiality
Mutual NDA-equivalent provisions. Permitted disclosures (counsel, auditors, regulators), retention, return-or-destroy at termination.
STANDARD
11
Term & termination
Initial term (12 months), renewal mechanics, 90-day termination at either party's option without cause, immediate termination for cause (breach, insolvency, regulatory action).
STANDARD
12
Post-termination custody
What happens to deposited materials after termination: return to sponsor, or continued read-only retention so investors can verify post-termination. Sponsor's election; the verification endpoint continues either way.
STANDARD
Posture legend FIXED — substance is not negotiable; specific phrasing can be adapted to counsel preferences. STANDARD — negotiable on phrasing and detail; the substance is what most sponsors execute as drafted. NEGOTIABLE — genuinely open; specific numbers and terms vary by sponsor scope and sophistication.
§ 02 — EXCERPT · § 05

Sample language. From the Independence Covenant.

Reproduced below for illustration only — the full executed CSA controls. The Independence Covenant is § 5 of the CSA and is the substantive, contractual guarantee of FBC's operational separation from any sponsor whose documents it holds.

Custody Services Agreement
§ 5 — Independence Covenant · FBC/CSA/v2.1

5.1 Separate legal entity. FBC is and shall remain a Wyoming limited liability company with its own employer identification number, its own articles of organization, and its own operating agreement, and shall not be merged into, consolidated with, or have its assets commingled with, any Sponsor or other entity whose documents FBC holds in custody.

5.2 Independent signing authority. At all times during the Term, at least one (1) person with authority to bind FBC under this Agreement (a "Permitted Independent Signer") shall not also be a signer, officer, manager, or partner of any Sponsor. The identity of the then-current Permitted Independent Signer shall be disclosed to Sponsor in writing on request and refreshed in connection with each annual policy of insurance carried by FBC.

5.3 Separate banking and accounting. FBC shall maintain (i) one or more bank accounts in the name of FBC, separate from any account of any Sponsor; (ii) a ledger of FBC's receipts and disbursements that is maintained separately from any Sponsor's ledger; and (iii) annual financial statements prepared on a stand-alone basis. Shared services, if any, between FBC and any Sponsor shall be invoiced and paid on arm's-length terms.

· · ·

5.7 Annual confirmation. FBC shall include, as a procedure within the scope of the annual Agreed-Upon Procedures engagement referenced in § 6, a confirmation that the operational independence representations contained in this § 5 remained accurate throughout the period covered by the engagement. The CPA firm's findings on this procedure shall be set forth in the published AUP Report.

Authorized signer · Sponsor
Permitted Independent Signer · FBC

Caveat The excerpt above is illustrative only. The fully executed CSA contains additional clauses, defined terms, and ancillary provisions. Sponsor counsel should review the complete document before execution. The download at the top of this page is the canonical template; in case of conflict between this page and the downloaded document, the downloaded document controls.

§ 03 — EXECUTION

From discovery call to executed CSA.

Standard turnaround. If sponsor counsel returns light red-lines, this timeline is two business days. Heavier red-lines or custom limit negotiation can push it to one to two weeks; we'll be explicit about the path during the discovery call.

D 0
Discovery

Scope confirmed

Discovery call confirms SPVs in scope, volume estimates, custom needs (additional insured, custom AUP scope, jurisdiction).

D +1
Draft sent

CSA delivered

Tailored CSA sent to sponsor counsel by EOD next business day. PDF + Word; track-changes friendly.

D +2
Review window

Counsel red-lines

Sponsor counsel reviews. Most light red-lines (phrasing, defined-term harmonization) returned same day.

D +3
Execution

Signed & live

Final CSA executed via DocuSign or paper at sponsor option. Provisioning begins immediately on counter-signature.