Business AML Document

BUSINESS AML SERVICES AGREEMENT

This Business AML Services Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client requires the professional services of Provider to implement and operate anti-money laundering (AML) and countering the financing of terrorism (CFT) controls, including customer due diligence, sanctions screening, transaction monitoring, reporting, and related compliance activities; and

WHEREAS, Provider represents that it has the experience, personnel, policies, procedures and technology reasonably necessary to perform the AML services described herein in accordance with applicable laws and industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Provider will perform AML and compliance services for Client, which may include but are not limited to customer identification and verification (KYC), beneficial ownership identification, sanctions and watchlist screening, transaction monitoring and alerting, suspicious activity reporting support, policy drafting and updates, staff training, and periodic independent testing as set forth in the Scope of Work below.

2. ONBOARDING & DUE DILIGENCE REQUIREMENTS

Client shall provide, at Client's cost and in a timely manner, all information, documentation and access reasonably requested by Provider to perform the services, including identity documents, beneficial owner disclosures, source-of-funds information, organizational documents, transaction histories and any other materials reasonably required for regulatory compliance.

Required onboarding documentation (select all that apply and provide where applicable):

3. PAYMENT TERMS

4. TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above. Termination by Client for convenience prior to completion of services may require payment of reasonable fees for work performed and non-cancellable costs incurred by Provider.

5. CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party, except as required by law or necessary to perform this Agreement. Confidential Information includes non-public business, financial, customer and compliance data, but excludes information that is or becomes publicly available through no fault of the receiving party or that is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall implement appropriate technical and organizational measures to protect Confidential Information and shall ensure that access is limited to personnel with a legitimate need to know. Upon termination, Confidential Information shall be returned or destroyed as directed by the disclosing party, subject to any legal or regulatory retention obligations.

6. AML COMPLIANCE OBLIGATIONS

Provider shall perform services in accordance with applicable AML/CFT laws, regulatory requirements and industry standards. Provider will use commercially reasonable efforts to detect and escalate suspicious activity, perform sanctions and watchlist screening, and support the filing of required reports with competent authorities when required by law. Client acknowledges that Provider's obligations to report suspected illicit activity may require disclosure without Client consent to competent authorities.

Client represents, warrants and certifies that to the best of its knowledge all information and documentation provided to Provider is true, accurate and complete; that Client has identified all beneficial owners; and that Client is not engaged in any activity that would otherwise render Client ineligible to receive the services described herein. Client shall promptly notify Provider of any material changes to such information.

7. RECORDKEEPING AND AUDIT

Provider shall retain transaction records, customer identification and other materials as required by applicable law and as reasonably necessary to demonstrate performance of services under this Agreement. Provider shall maintain records in a manner that permits audit by regulatory authorities and, subject to confidentiality protections, Client or a mutually agreed independent auditor on reasonable notice.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against all losses, liabilities, damages and costs (including reasonable attorneys' fees) arising out of any third party claim resulting from the Indemnitor's breach of this Agreement, negligence, willful misconduct, or failure to comply with applicable law. Provider's liability for damages under this Agreement shall be limited to direct damages and capped at the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability, except for liabilities resulting from fraud or willful misconduct.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

10. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided that the assigning party remains responsible for performance.

Notices under this Agreement shall be delivered in writing to the addresses set forth above or such other address as a party may designate by written notice to the other.

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