Free Cash Pooling Intercompany Agreement

I. Overview of the Agreement

This Cash Pooling Intercompany Agreement ("Agreement") is entered into on December 1, 2050, by and between:

• [Your Company Name], a corporation duly organized under the laws of Virginia, with its principal office located at [Your Company Address], and

• ZooMoco, a corporation duly organized under the laws of Virginia, with its principal office located at Virginia Beach, VA 23450.

This Agreement establishes the terms and conditions for the cash pooling arrangement between [Your Company Name] and ZooMoco, setting out the procedures for the centralization and management of cash resources between the parties.

II. Purpose and Objectives

A. Purpose

The purpose of this Agreement is to formalize the cash pooling arrangement between [Your Company Name] and ZooMoco, allowing for the efficient management of funds, optimizing liquidity, and ensuring cost-effective utilization of cash across the two entities.

B. Objectives

1. To consolidate cash balances from various accounts into a central cash pool.

2. To optimize liquidity management, enabling effective cash utilization and reducing the need for external financing.

3. To clarify the terms of cash transfers, the management of balances, and the allocation of interest in accordance with the pooling arrangement.

4. To ensure compliance with applicable laws and regulations related to cash pooling and intercompany financing.

III. Cash Pooling Structure

A. Pooling Mechanism

1. Centralized Account: [Your Company Name] will establish and maintain a centralized cash pool account ("Cash Pool Account") that will receive contributions from the operating accounts of ZooMoco and other participating affiliates, as agreed between the parties.

2. Funding of Pool: Cash from operating accounts of ZooMoco will be transferred periodically to the Cash Pool Account based on the available liquidity and requirements of [Your Company Name]. Contributions will be made in a manner that ensures a balance of liquidity across the participating entities.

3. Withdrawal and Use of Funds: Cash from the Cash Pool Account can be withdrawn by [Your Company Name] to meet operational requirements. ZooMoco and other participating entities will be able to withdraw funds, subject to available balance and prior agreement.

B. Interest Allocation

1. Interest on Pool Balance: Interest earned on the balance in the Cash Pool Account will be allocated on a pro-rata basis to ZooMoco and other participating entities in accordance with their respective contributions to the pool.

2. Interest Rate: The interest rate applied to the balance in the Cash Pool Account will be based on market conditions or a rate determined by mutual agreement between the parties.

3. Interest Payment: Interest will be calculated monthly and paid out to participating entities at the end of each calendar quarter, or at other intervals as agreed.

IV. Cash Pool Contributions and Withdrawals

A. Contribution Terms

1. Contributions by ZooMoco: ZooMoco will contribute cash to the Cash Pool Account according to the liquidity needs and at the request of [Your Company Name]. The amount of contribution will be agreed upon periodically, based on cash flow forecasts.

2. Contribution Schedule: Contributions will be made on a monthly basis, or as agreed, and will be based on actual liquidity positions as reported by ZooMoco and [Your Company Name].

B. Withdrawal Terms

1. Withdrawals by ZooMoco: ZooMoco may request a withdrawal from the Cash Pool Account based on cash flow needs. The withdrawal request must be submitted in writing, and [Your Company Name] will review the request before approval.

2. Withdrawal Limits: Withdrawals are subject to the availability of funds in the Cash Pool Account and will be processed within 5 business days of receipt of the request.

3. Repayment: If ZooMoco withdraws funds from the Cash Pool Account, it agrees to repay any overdraft amounts based on the agreed-upon terms, which may include interest charges.

V. Administrative and Operational Duties

A. Cash Management

1. Management of Pool: [Your Company Name] will oversee the management of the Cash Pool Account, ensuring that funds are allocated efficiently and according to the liquidity needs of all participating entities.

2. Reporting and Documentation: Both parties will receive regular statements outlining the balances, contributions, withdrawals, and interest allocations to ensure transparency and proper financial oversight.

B. Audit Rights

1. Audit Access: Both parties will have the right to audit the Cash Pool Account, including reviewing the records and reports relating to contributions, withdrawals, and interest calculations. The audit will be conducted at least annually or more frequently if necessary.

2. Compliance: [Your Company Name] and ZooMoco agree to comply with all relevant tax, regulatory, and accounting standards applicable to intercompany financing arrangements and cash pooling activities.

VI. Payment Terms

1. Invoicing: [Your Company Name] will issue an invoice to ZooMoco at the end of each quarter for any fees, interest, or charges related to the Cash Pool Account, including transaction fees or overdraft fees.

2. Payment Due Date: Payments under this Agreement will be due 30 days from the date of the invoice.

3. Late Payments: Late payments will incur an interest charge of 2% per month on the outstanding balance, or the maximum amount permitted by law.

VII. Confidentiality and Data Protection

A. Confidentiality

Both parties agree to maintain confidentiality with respect to all financial, operational, and proprietary information shared in connection with the Cash Pooling arrangement. This obligation will continue for 5 years following the termination of this Agreement.

B. Data Protection

Both parties shall ensure that any personal data shared in connection with this Agreement is handled in compliance with applicable data protection regulations.

VIII. Term and Termination

A. Term of Agreement

This Agreement will commence on December 1, 2050, and remain in effect until terminated by either party in accordance with the provisions of this Agreement.

B. Termination for Convenience

Either party may terminate this Agreement with 30 days' written notice to the other party.

C. Termination for Breach

Either party may terminate this Agreement if the other party commits a material breach and fails to remedy such breach within 15 days after receiving notice of the breach.

D. Post-Termination Obligations

Upon termination, both parties shall settle any outstanding contributions, withdrawals, and interest allocations within 30 days of the termination date.

IX. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Virginia, without regard to its conflict of law provisions.

X. Signatories

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Financial Officer
Date: December 1, 2050

For ZooMoco:

Name: Edgar Spencer
Job Title: Chief Executive Officer
Date: December 1, 2050

For any inquiries or further clarification, please contact [Your Name] at [Your Email] or [Your Company Email].

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