Fraud Prevention Wire Fraud Alert

FRAUD PREVENTION WIRE FRAUD ALERT AGREEMENT

This Fraud Prevention Wire Fraud Alert Agreement (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing fraud prevention, monitoring and alert services designed to detect and respond to attempted wire fraud and related unauthorized electronic fund transfer activity; and

WHEREAS, Client requires Provider to implement enhanced wire transfer verification, notification and escalation procedures to reduce the risk of successful fraudulent wire transfers involving Client accounts; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such fraud prevention wire fraud alert services.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the terms of this Agreement. Provider's obligations include detection, alerting, verification procedures and recommended mitigation steps for suspected wire fraud attempts.

Core elements of Provider's services shall include, at a minimum:

• Real-time monitoring of designated payment channels and wire initiation events;
• Automated and manual alerts to designated Client contacts upon detection of indicators consistent with social engineering, account takeover, or anomalous beneficiary changes;
• Verification workflow steps for Client to confirm or stop pending wires, including secondary authentication and hold procedures;
• Incident reporting, documentation, and recommended remediation measures following any suspected successful or attempted fraud event.

NOTIFICATION CONTACTS

PAYMENT TERMS

In consideration for the Services provided by Provider, Client shall pay Provider in accordance with the following fee schedule and payment terms.

All fees are exclusive of applicable taxes. Provider shall invoice Client in writing. If Client disputes any invoiced amount, Client must provide written notice and supporting documentation within ten (10) days of the invoice date; failure to timely dispute shall be deemed acceptance.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for fifteen (15) days following written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that in performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, security and operational information disclosed in any form. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit access to those employees, agents and subcontractors with a need to know; and (c) protect Confidential Information using at least the same degree of care as Recipient uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement or that is independently developed without use of the disclosing party's Confidential Information.

LIMITATION OF LIABILITY & INDEMNIFICATION

Provider shall exercise reasonable care in performing the services, but Client acknowledges that fraud prevention cannot guarantee absolute prevention of loss. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability for direct damages arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability. Client shall indemnify and hold Provider harmless from and against any third-party claims arising from Client's failure to follow Provider's recommended verification procedures or from Client's provision of false or misleading information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL ACKNOWLEDGMENTS

Client acknowledges that Provider may rely on contact information provided by Client for time-sensitive alerts and that Client will maintain and promptly update its designated contacts. Client further acknowledges that any delay in responding to Provider alerts may materially affect Provider's ability to prevent a loss.

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