AML Document Set

AML DOCUMENT SET

THIS AML DOCUMENT SET (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires assistance with anti-money laundering compliance, customer due diligence, sanctions screening, suspicious activity monitoring and related compliance activities (collectively, the AML Services); and

WHEREAS, Service Provider represents that it has the experience, systems and personnel necessary to perform the AML Services in accordance with applicable laws, regulations and industry standards and will perform such services as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, terms and conditions under which the AML Document Set and related services will be provided.

SCOPE OF WORK

The Scope of Work includes, at a minimum, the preparation and delivery of the following documents and processes as part of the AML Document Set:

PAYMENT TERMS

Client shall pay Service Provider for the AML Services as follows:

Any undisputed invoice not paid within days of the invoice due date shall accrue interest at or the maximum lawful rate, whichever is lower.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and continue until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including customer identification data, source of funds, screening results and suspicious activity reports. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) limit access to Confidential Information to persons with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was known to the recipient prior to disclosure without restriction; (iii) was lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations in this section survive termination for a period of .

COMPLIANCE, SCREENING AND REPORTING

Client authorizes Service Provider to perform identity verification, sanctions and watchlist screening, adverse media checks, beneficial ownership checks and any other screening reasonably necessary to provide the AML Services. Client shall provide all documentation and representations necessary for such screenings and certify that the information provided is true, complete and current.

Service Provider shall notify Client promptly if screenings reveal a match or other indicator of heightened risk. Service Provider shall retain records of screening results, decisions and supporting documentation for the retention period set forth below and shall cooperate with Client and regulators regarding inquiries, audits and suspicious activity reporting as required by law.

REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that its performance will not violate any applicable law or contractual obligation. Client further represents that all customer and transaction information provided to Service Provider is accurate, complete and not misleading.

Client certifies that it will notify Service Provider promptly of any material change in customer information, beneficial ownership, or source of funds that may affect the results of screening or ongoing monitoring.

INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees (Indemnified Parties) from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligent or willful misconduct, or failure to comply with applicable AML laws and regulations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right.

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