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Currency Conversion Agreement

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CURRENCY CONVERSION AGREEMENT

Parties and Effective Date

This Currency Conversion Agreement (the Agreement) is made and entered into as of by and between the following parties:

Recitals and Definitions

Client desires to convert certain funds denominated in one currency into another currency and Provider provides currency conversion services. The parties agree that the terms set forth below shall govern every conversion transaction entered into pursuant to this Agreement.

For the purposes of this Agreement: "Base Currency" means the currency being sold by Client; "Counter Currency" means the currency being purchased by Client; "Conversion Amount" means the amount of Base Currency to be converted as set forth in each Conversion Instruction; "Conversion Rate" means the exchange rate applicable to a Conversion Instruction as agreed or determined pursuant to Section "Conversion Rate and Calculation" below.

Conversion Terms

Currency pair: From to .

Conversion Date (value date for exchange): Settlement Date:

Fees, Charges and Taxes

Client shall pay Provider conversion fees as follows: fee structure may be a percentage of the Conversion Amount or a fixed fee. Provider may deduct fees from settlement proceeds unless otherwise agreed in writing.

All taxes, duties and levies imposed by any authority in connection with any conversion shall be borne by unless otherwise agreed.

Calculation, Settlement and Payment Instructions

The Conversion Amount converted at the Conversion Rate minus applicable fees shall be delivered to Client's designated account. Client provides the following settlement instructions:

Representations, Warranties and Compliance

Each party represents and warrants that it has full power and authority to enter into this Agreement, that entering into this Agreement does not violate any other agreement to which it is a party, and that it will comply with applicable laws and regulations, including anti-money laundering, sanctions and tax-reporting obligations.

Client warrants that funds presented for conversion are not the proceeds of unlawful activity. Provider reserves the right to refuse, suspend or cancel any Conversion Instruction where required for compliance or risk-management reasons.

Risk Allocation, Default and Remedies

Client acknowledges that exchange rates are volatile, that Provider does not guarantee future rates, and that Provider will not be liable for losses attributable to market movements except in the case of Provider's gross negligence or willful misconduct.

In the event of non-payment, insolvency, or breach by Client, Provider may suspend performance, close out outstanding conversions, and set off amounts owed against any sums held. Remedies are cumulative and do not exclude any other rights available at law or equity.

Confidentiality and Recordkeeping

Each party shall keep confidential all non-public information received in connection with this Agreement, except as required by law. Provider will retain transaction records for a period of and shall permit audits to the extent required by regulation or as reasonably requested by Client subject to confidentiality obligations.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below:

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties with respect to currency conversions and supersedes all prior agreements. Any amendment must be in writing and signed by both parties. This Agreement shall be governed by the laws of without regard to conflict of law principles.

Authorizations

By executing this Agreement, Client authorizes Provider to execute conversion transactions in accordance with Conversion Instructions provided in writing (including secure electronic instructions) and to debit or credit accounts as necessary to effect settlement.

The parties agree that electronic signatures or signatures transmitted by electronic means shall be deemed original signatures for all purposes.

Client Printed Name:

By (Signature):

Date:

Provider Printed Name:

By (Signature):

Date:

Enter text

What a Currency Conversion Agreement Is and When It Applies

A Currency Conversion Agreement is a written contract between parties that defines how one currency will be converted to another for a specific transaction or series of transactions. It sets the currency pair, the method for determining the conversion rate, rounding and tolerance rules, fees or spreads, settlement timing, and responsibilities for payment, taxes, and reporting. These agreements are used for cross-border sales, loan disbursements, treasury operations, and vendor payments to reduce ambiguity and allocation disputes. Electronic execution under ESIGN (15 U.S.C. ch. 96) or UETA is generally valid when intent, consent, attribution, and retention are met.

Why a Clear Conversion Agreement Matters

A well-drafted Currency Conversion Agreement reduces settlement disputes, fixes cost exposure for both parties, clarifies tax and accounting treatment, and documents who bears FX risk and when title transfers. It also supports internal controls and auditability for finance teams.

Why a Clear Conversion Agreement Matters

Who Typically Drafts or Signs This Agreement

Typical signers include corporate treasury, payments teams, and counterparties involved in cross-border transactions.

  • Treasury and finance teams managing FX exposure and settlement workflows.
  • Banks and payment service providers arranging conversion terms for clients.
  • Corporate buyers, suppliers, and legal counsel approving contractual currency terms.

Parties should confirm internal approval limits and who is authorized to bind the company before signing.

Key Elements to Include in a Professional Agreement

Make the agreement clear and actionable by specifying rate mechanics, fees, timing, and remedies to reduce operational friction and legal uncertainty.

Parties

Legal names, jurisdictions, and contact details for each contracting party so identity and authority are unambiguous.

Currency Pair

ISO 4217 codes for base and quote currencies and clear mapping if portions are settled in multiple currencies.

Conversion Rate

Define the rate source (fixing provider or index), time of day, and any spread or tolerance applied to published rates.

Fees & Charges

Specify commissions, processing fees, intermediary bank charges, and whether fees are deducted from gross or added to net.

Settlement Terms

Payment method, cut-off times, irrevocability, and treatment of failed or late settlements including chargeback rules.

Dispute & Law

Governing law, jurisdiction, and a clear escalation or arbitration clause for FX valuation and settlement disputes.

Essential Data Fields to Capture

Effective Date: MM/DD/YYYY
Party Names: Full legal names
Currency Codes: Use ISO 4217
Transaction Amounts: Principal and fees
Rate Source: Named provider
Signatures: Signer name and date

Step-by-Step: Completing a Currency Conversion Agreement

Follow these sequential steps to create, review, and execute the agreement with minimal rework and clear auditability.

  • 01
    1. Gather details: Collect party names, amounts, currencies, and preferred settlement banks.
  • 02
    2. Define rate mechanics: Select a rate source, reference time, and rounding rules.
  • 03
    3. Allocate fees: Specify who pays conversion spreads, commissions, and intermediary charges.
  • 04
    4. Execute and retain: Obtain signatures, notarization if required, and store the executed copy for audits.

How to Configure an Online Conversion Workflow

Set up the digital workflow so data flows from request to settlement and audit trail without manual re-keying.

Field Configuration
Rate Source Auto-populate from chosen FX provider API
Rate Type Fixed, spot, or forward selection required
Rounding Rules Choose decimal places and rounding direction
Authentication SMS, email code, or advanced signer verification

Where to Send or File the Executed Agreement

Routing depends on purpose: internal recordkeeping, counterparty settlement, or regulatory reporting—capture final destinations in the workflow.

  • Counterparty: Send executed copy to the opposing party for their records and payment instructions.
  • Settlement Bank: Provide the bank designated for funds movement and include reference identifiers.
  • Accounts Payable: Attach to invoice and accounting system for matching and reconciliation.
  • Compliance File: Store a copy for AML/OFAC and tax audit readiness if applicable.

Digital Signing and Format Requirements

Use platforms that support standard file types and strong authentication to preserve evidentiary value.

  • File Types: PDF, DOCX, HTML, Excel supported
  • Authentication: Email link, SMS code, or advanced methods
  • Integrations: Salesforce, NetSuite, Google Workspace

Ensure the chosen platform meets encryption and retention requirements and can produce an audit trail suitable for ESIGN/UETA compliance.

Key Timing and Processing Expectations

Identify and communicate critical dates to avoid settlement delays, including effective date, rate determination time, and cut-off for bank processing.

Effective Date:

Date the agreement takes effect, use MM/DD/YYYY format

Rate Determination Time:

Exact time when the rate is fixed for the transaction

Settlement Cut-off:

Bank cut-off times that affect same-day value

Reversal Window:

Period permitted for corrections before final settlement

Tax Reporting:

Retain records to meet applicable IRS reporting deadlines

Common Preparation Mistakes to Avoid

  • Failing to name the rate source or using an informal description that cannot be reproduced on settlement date.
  • Using ambiguous currency descriptions instead of ISO 4217 codes, which causes routing or settlement mismatches.
  • Omitting intermediary or correspondent bank instructions, leading to delays and unexpected fees.
  • Not specifying who bears conversion spreads, resulting in post-settlement disputes and chargebacks.

Potential Risks and Consequences of Errors

Exchange Loss: Unhedged exposure can cause direct financial loss
Operational Delays: Missing routing details can delay payment
Tax Reporting Penalties: Incorrect reporting may trigger IRS penalties (see IRC §6721)
Regulatory Fines: AML or OFAC breaches can result in fines
Counterparty Default: Nonpayment risk if settlement instructions are ambiguous
Reputational Risk: Repeated errors can harm business relationships

Practical Examples from Real Organizations

These short case arcs show how organizations use a Currency Conversion Agreement to reduce friction and document responsibilities.

Martin Properties

Martin Properties standardized cross-border rent collections with a conversion agreement to reduce settlement delays.

  • It fixed rate sources and settlement banks to limit disputes.
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently." — Tim Martin, Founder

Xerox

Xerox integrated conversion agreements into NetSuite to streamline invoice settlement across subsidiaries.

  • Automated rate pulls reduced manual entry.
  • "airSlate SignNow provides us with the flexibility needed to get the right signatures on the right documents, in the right formats, based on our integration with NetSuite." — Kodi-Marie Evans, Director of NetSuite Operations

eSignature Pricing and Feature Comparison Relevant to This Agreement

Vendor pricing and feature availability influence implementation cost and compliance capabilities; signNow appears first for parity in comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Yes, trial available Yes, trial available Yes, trial available Yes, trial available
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Currency Conversion Agreements

Answers to common questions on execution, enforceability, and digital signing to help avoid avoidable errors during preparation and signing.


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