AML Representation Agreement

AML REPRESENTATION AGREEMENT

This AML Representation Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with Address: and Representative Name: with Address: .

RECITALS

WHEREAS, Client operates a business that is subject to anti-money laundering laws, regulations and rules applicable to its jurisdiction and industry; and

WHEREAS, Representative possesses expertise in AML compliance, suspicious activity monitoring, regulatory reporting obligations, remediation planning and communication with government authorities; and

WHEREAS, Client desires to retain Representative to provide legal and compliance representation with respect to AML matters, and Representative is willing to accept such engagement on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF REPRESENTATION

1.1 Services. Representative shall provide legal and compliance services for AML matters as agreed by the parties, including but not limited to: assessment of existing AML policies and procedures; transaction review and analysis; preparation and filing of suspicious activity reports or other regulatory filings when required by law; representation in communications with regulators or law enforcement; remediation planning; training for Client personnel; and related advisory services (collectively, the "Services").

2. REPRESENTATIVE DUTIES AND AUTHORITY

2.1 Standard of Care. Representative shall perform the Services with reasonable skill, care and diligence in accordance with applicable professional standards and in compliance with applicable AML statutes and regulations.

2.2 Authority to Act. Client authorizes Representative to communicate and, where necessary, disclose information to regulatory or law enforcement authorities on behalf of Client to the extent required by law or as reasonably necessary to perform the Services. Representative shall not settle litigation, consent to injunctive relief or voluntarily waive Client rights without prior written authorization from Client.

3. CLIENT RESPONSIBILITIES

3.1 Cooperation. Client shall provide Representative with timely access to documents, records, electronic data, personnel and other information reasonably necessary for Representative to perform the Services. Client affirms that it will not knowingly withhold or alter material information relevant to the Services.

4. FEES, RETAINER AND EXPENSES

4.1 Fees. Client shall pay Representative for Services at the hourly rates and fee structure agreed between the parties. Hourly rates for personnel assigned to this engagement are to be set forth in the fee schedule attached or provided to the Client in writing.

4.2 Expenses. Client shall reimburse Representative for reasonable out-of-pocket expenses incurred in the performance of the Services, including but not limited to filing fees, courier charges, data hosting and reasonable travel, when pre-approved by Client or when necessary in an emergency.

5. CONFIDENTIALITY; EXCEPTIONS

5.1 Confidential Information. Representative shall maintain as confidential all nonpublic information obtained from Client in connection with the Services, and shall not disclose such information except as authorized by Client or as required by law.

5.2 Exceptions. Notwithstanding the foregoing, Representative may disclose Confidential Information to the extent such disclosure is compelled by statute, regulation, subpoena, search warrant or other governmental process, or is necessary to report suspicious activity as required by applicable AML laws; Representative shall use reasonable efforts to provide advance notice to Client of compulsory disclosures unless prohibited by law.

6. AML NOTICES, REPORTING AND COOPERATION WITH AUTHORITIES

6.1 Reporting Obligations. Representative shall advise Client concerning applicable reporting obligations and, where authorized by Client or required by law, prepare and submit any required reports to competent authorities. Client acknowledges that Representative may have obligations under law to report certain information to governmental authorities and agrees that Representative may make such reports if required.

6.2 Cooperation with Authorities. Client agrees to cooperate with Representative and with any lawful governmental inquiry, including providing records and factual information, and Client authorizes Representative to respond to regulator inquiries on Client's behalf as necessary.

7. CONFLICTS OF INTEREST

7.1 Conflicts. Representative shall screen for conflicts of interest and shall disclose to Client any known material conflict that could impair Representative's ability to perform the Services. If a conflict arises that cannot be cured by informed consent, Representative may withdraw from representation subject to applicable ethical and legal obligations.

8. RECORDKEEPING AND DOCUMENT RETENTION

8.1 Client Records. Client shall retain and provide access to records reasonably necessary for Representative to comply with legal obligations and for the performance of the Services. Representative may retain copies of materials prepared in connection with the Services for its internal records, subject to the confidentiality provisions herein.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and shall continue until the Services are completed or the Agreement is terminated as provided below.

9.2 Termination. Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days in advance. Either party may also terminate this Agreement immediately for cause if the other party materially breaches any provision and fails to cure within a reasonable time after written notice.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Client agrees to indemnify, defend and hold harmless Representative and its partners, members, officers, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, willful misconduct, or material misrepresentation to Representative.

10.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or a party's breach of its confidentiality obligations or indemnification obligations under this Agreement, to the maximum extent permitted by law, neither party shall be liable to the other for consequential, special, incidental or punitive damages.

11. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the addresses set forth below or such other address as either party may designate by notice to the other in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver, and any waiver must be in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace any invalid provision with a valid provision achieving the original intent as closely as possible.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Representative may assign its rights to an affiliate or in connection with a sale of substantially all of its business.

14.2 Relationship of the Parties. Representative is an independent contractor and not an employee, partner or joint venturer of Client. Nothing in this Agreement shall be construed to create an agency relationship except as expressly set forth herein for the limited purpose of making disclosures to authorities or regulators as authorized.

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