Bank MLR Document

BANK MLR SERVICES AGREEMENT

RECITALS

THIS AGREEMENT is made effective as of (Effective Date), between Bank Name: , having its principal place of business at (Bank), and Service Provider: , having its principal place of business at (Service Provider).

WHEREAS, Bank requires specialized compliance services to satisfy obligations under applicable anti-money laundering and counter-terrorist financing laws and regulations; and

WHEREAS, Service Provider represents that it possesses the technical capability, personnel, and regulatory expertise to provide Money Laundering Regulation (MLR) compliance, monitoring, advisory, and reporting services to the Bank;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

SCOPE OF WORK

Services shall include, at a minimum: ongoing transaction monitoring, customer due diligence reviews, enhanced due diligence on high-risk customers, assistance with suspicious activity report preparation, policy and procedure review, staff training, and periodic reporting to the Bank's nominated compliance officer. Service Provider shall perform the Services in accordance with industry-standard practices and applicable law.

PAYMENT TERMS

Late payments shall accrue interest at per month on the outstanding balance, after a grace period of days. The Bank shall be responsible for timely approvals required for payment releases.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days of written notice, or upon discovery of conduct that would cause criminal liability or regulatory sanction if continued.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes customer records, transaction data, risk assessments, compliance files, and any non-public business or technical information disclosed in connection with the Services. Each party agrees to:

(a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) restrict disclosure to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not use Confidential Information except to perform obligations under this Agreement.

Upon termination or expiration, each party shall promptly return or securely destroy Confidential Information, except as required to retain records for regulatory compliance consistent with the Recordkeeping clause below.

ANTI-MONEY LAUNDERING REPRESENTATIONS

Service Provider represents and warrants that it will perform the Services in compliance with all applicable anti-money laundering and counter-terrorist financing laws, regulations, and supervisory guidance. Service Provider will promptly notify the Bank of any actual or suspected regulatory non-compliance or illicit activity discovered in the course of performing the Services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Service Provider may subcontract specified non-core services provided it remains responsible for the subcontractor's performance. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

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