International Transfers Agreement

International Transfers Agreement

This International Transfers Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: , entity type: Corporation Partnership Other, principal place of business at Address: ; and Client Name: , entity type: Corporation Partnership Other, principal place of business at Address: .

RECITALS

WHEREAS, Provider is engaged in the business of arranging and executing international funds transfers, including cross-border wire transfers, correspondent banking arrangements, and related payment services; and

WHEREAS, Client desires to engage Provider to effect international transfers on Client's behalf in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that transfers be performed in compliance with applicable anti-money laundering, sanctions, and foreign exchange control laws and regulations of jurisdictions with a material connection to the transfer.

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

1. DEFINITIONS

1.1 "Instruction" means a written, electronic, or telephonic order accepted by Provider from Client to effect a transfer of funds to a Beneficiary. Instruction details shall include beneficiary name, account identifier (IBAN or account number), beneficiary bank BIC/SWIFT code, currency, amount, and value date.

1.2 "Cut-Off Time" means the daily time established by Provider for receiving Instructions for same-day processing. Cut-Off Time is: .

2. SCOPE OF SERVICES

2.1 Provider shall execute international transfers on behalf of Client in accordance with Instructions received from Client and subject to this Agreement. Provider may use correspondent banks and intermediary institutions as necessary.

2.2 Accepted transfer methods (select all applicable): SWIFT/BIC Wire ACH (where supported) Other If Other, describe:

3. TRANSFER INSTRUCTIONS AND EXECUTION

3.1 Client shall deliver clear Instructions to Provider in the form and by the delivery methods agreed between the parties. Provider may rely upon and act in good faith on any Instruction that reasonably appears to be from an authorized representative of Client.

3.2 Provider shall use commercially reasonable efforts to effect transfers in accordance with Instructions received prior to the Cut-Off Time. Provider does not guarantee delivery times; expected settlement window is: .

3.3 Client acknowledges that intermediary banks, foreign exchange conversions, and local clearing systems may impose delays and fees for which Provider shall not be liable except as expressly set forth in this Agreement.

4. FEES AND PAYMENT

4.1 Fees: Client shall pay Provider the following fees for Services: Flat fee per transfer: ; Percentage fee (if applicable): %.

4.2 Intermediary and beneficiary bank charges shall be allocated as: Borne by Client Borne by Beneficiary Shared

4.3 All fees are exclusive of taxes and duties imposed by any jurisdiction, which shall be Client's responsibility unless otherwise agreed in writing.

5. COMPLIANCE; ANTI-MONEY LAUNDERING

5.1 Each party shall comply with all applicable sanctions, anti-money laundering, counter-terrorist financing, and foreign exchange control laws. Provider may refuse to execute Instructions and may block or reject transfers where required by law or where Provider reasonably suspects illicit activity.

5.2 Client shall provide, upon request, all Know Your Customer (KYC) documentation and information reasonably requested by Provider to permit compliance vetting. KYC/Compliance Documents:

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it has full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any law or contractual obligation of such party.

6.2 Client represents that all Instructions provided to Provider shall be lawful, authorized, and accurate, and that Client will maintain sufficient cleared funds to cover transfers and fees.

7. LIMITATION OF LIABILITY

7.1 Except for breaches of confidentiality, gross negligence, willful misconduct, or violation of applicable law, Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim.

7.2 Neither party shall be liable for consequential, incidental, special, punitive, or indirect damages, including lost profits, even if advised of the possibility of such damages.

8. INDEMNIFICATION

8.1 Client shall indemnify, defend, and hold harmless Provider and its officers, directors, agents, and affiliates from and against any loss, liability, claim, damage, or expense (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's Instructions, or Client's failure to comply with applicable laws.

9. CONFIDENTIALITY

9.1 Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except to employees, agents, or professional advisors with a need to know or as required by law.

10. RECORDS AND AUDIT

10.1 Provider shall maintain records of transfers and Instructions in accordance with Provider's record retention policies and applicable law. Client may request copies of transaction records relating to Client transfers; Provider may charge a reasonable fee for retrieval and reproduction.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and continue until terminated by either party upon written notice of days, or as otherwise provided herein.

11.2 Termination for Cause. Either party may terminate immediately upon material breach by the other party that remains uncured after thirty (30) days' written notice.

12. NOTICES

Provider Notice Address

Provider Notice Email or Contact

Client Notice Address

Client Notice Email or Contact

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to exercise any right is not a waiver of that right.

13.2 This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one agreement.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties: , without regard to conflicts of law principles.

14.2 Entire Agreement. This Agreement, together with any schedules and executed appendices, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

ADDITIONAL TERMS

Special instructions, limits, or conditions:

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