AML Package Document

AML PACKAGE DOCUMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing anti-money laundering compliance services, transaction monitoring, customer due diligence, sanctions screening, and related advisory services; and

WHEREAS, Client requires the services of Service Provider to assemble, review, and maintain an AML Package in respect of Client's onboarding and ongoing monitoring obligations, and to provide attestations and records necessary to demonstrate compliance with applicable anti-money laundering and sanctions obligations; and

WHEREAS, the parties desire to set forth their understanding and the terms under which Service Provider will prepare, deliver, and maintain the AML Package for Client.

Scope of Services

Service Provider will perform the services described below (the "Services"). The Services shall include preparation and delivery of an AML Package consisting of KYC documentation, beneficial ownership records, sanctions screening reports, risk assessment, source-of-funds documentation review, and maintenance instructions for Client records.

Client Identification and Documentation Checklist

Client shall deliver the documents and attestations checked below. Service Provider's obligations to provide the AML Package are conditioned on receipt of satisfactory versions of the required documents.

Payment Terms

Client shall compensate Service Provider for the Services in accordance with the terms set forth below. Fees are exclusive of taxes and disbursements unless otherwise stated.

All amounts outstanding beyond the specified due date shall accrue interest at the rate specified above and Client shall reimburse Service Provider for any reasonable costs of collection, including legal fees.

Term and Termination

This Agreement begins on Month Day Year and continues until Month Day Year unless earlier terminated as provided herein.

Either party may terminate for material breach that remains uncured after the notice period set forth above. Service Provider may suspend Services immediately if Client fails to provide required KYC documentation or if continued performance would cause Service Provider to violate applicable laws or sanctions regimes.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use such Confidential Information except to perform its obligations under this Agreement. "Confidential Information" includes non-public personal data, KYC documents, beneficial ownership information, screening reports, and non-public methodologies and risk ratings. Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, or information lawfully obtained from a third party without confidentiality obligations.

The Receiving Party may disclose Confidential Information to its employees, agents, auditors, or advisors who have a need to know and who are bound by equivalent confidentiality obligations. Each party shall implement and maintain reasonable physical, technical, and administrative safeguards to protect Confidential Information. Confidentiality obligations survive termination for a period of five (5) years, except that personal data and identity documents shall be retained or disposed of in accordance with applicable law and the Record Retention clause below.

Sanctions, Screening and Compliance Obligations

Service Provider shall perform sanctions and PEP screening using its standard screening tools and shall report any matches or potential matches to Client promptly. Client represents and warrants that all information provided to Service Provider is true, complete and not misleading, and Client shall notify Service Provider without delay of any material changes to that information. Service Provider does not guarantee that screening will identify all matches or that regulatory authorities will accept the conclusions of a screening report; Client retains ultimate responsibility for regulatory compliance.

Record Retention and Audit Rights

Service Provider shall retain copies of materials created in providing the AML Package for a period required by applicable law and as otherwise agreed in writing. Client authorizes Service Provider to retain copies of Client's KYC documents for recordkeeping and regulatory reporting purposes. Upon reasonable notice, Client or its auditors may inspect documents and records directly related to the Services, provided that such inspection does not unreasonably interfere with Service Provider's business and that confidentiality protections are observed.

Representations; Indemnity

Each party represents that it has the power and authority to enter into this Agreement. Client shall indemnify and hold harmless Service Provider from and against any losses, liabilities, claims, fines or expenses arising from Client's failure to provide accurate or timely information, or from Client's breach of any representation or warranty. Service Provider's liability for negligence or breach shall be limited to direct damages and capped at the total fees paid by Client for the Services in the twelve (12) months preceding the claim; neither party shall be liable for consequential, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any appendices or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. Any amendment or modification shall be effective only if reduced to writing and executed by duly authorized representatives of both parties.

Acknowledgements and Certifications

By signing below, Client certifies that the information and documents provided are true, accurate, and complete to the best of Client's knowledge, that Client will promptly notify Service Provider of any material changes, and that Client consents to Service Provider's collection and retention of Client records for compliance purposes as described in this Agreement.

Service Provider certifies that it will perform Services in accordance with its published policies and applicable legal obligations, and will notify Client of any material concerns discovered during execution of the Services.

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