KYC Client Agreement

KYC Client Agreement

This KYC Client Agreement (the "Agreement") is made and entered into as of the date of signature below between Service Provider Name: having its principal place of business at and Client Name: whose principal contact address is (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Service Provider is required by law, regulation and internal compliance policy to obtain and verify certain information about clients and beneficial owners for purposes of anti-money laundering, counter-terrorist financing and sanctions compliance ("KYC Requirements");

WHEREAS, Client seeks to establish or maintain a relationship with Service Provider and agrees to provide information and documentation necessary for Service Provider to satisfy applicable KYC Requirements; and

WHEREAS, the Parties desire to set forth their respective rights and obligations regarding the collection, verification, use and protection of client identity and ownership information;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

"Beneficial Owner" means any natural person who, directly or indirectly, ultimately owns or controls the client through ownership interests, voting rights, contractual arrangements or other means, and any natural person exercising ultimate effective control over a legal entity or arrangement.

"KYC Materials" means the documents, records, attestations and electronic data that Client provides to Service Provider to satisfy verification requirements, including identification documents, corporate formation documents, ownership charts and proof of address.

2. CLIENT IDENTIFICATION AND REPRESENTATIONS

3. KYC DOCUMENTATION AND VERIFICATION

Client shall deliver to Service Provider, promptly upon execution of this Agreement and thereafter upon request, the KYC Materials required to verify Client identity and the identity of all Beneficial Owners. Such KYC Materials shall include, as applicable: (a) government-issued photo identification for natural persons; (b) certified formation and good standing documents for legal entities; (c) organizational chart demonstrating ownership and control; (d) proof of address; and (e) any additional documentation reasonably required to satisfy applicable laws and Service Provider's compliance policies.

4. ANTI-MONEY LAUNDERING AND SANCTIONS COMPLIANCE

Client represents and warrants that neither Client nor any Beneficial Owner is listed on any sanctions, terrorist or restricted persons lists of any jurisdiction to which Service Provider is subject, and that Client will promptly notify Service Provider in writing should any such designation, investigation or proceeding occur. Service Provider may, in its sole discretion, suspend or terminate services and freeze accounts if required by law or in the event of suspected illicit activity.

5. DATA PROTECTION AND CONFIDENTIALITY

Service Provider shall treat KYC Materials as confidential and shall implement commercially reasonable administrative, technical and physical safeguards to protect such Materials in accordance with applicable law. Notwithstanding the foregoing, Service Provider may disclose KYC Materials (a) to regulators, law enforcement or other government authorities as required by law, (b) to auditors or outside counsel engaged to assist Service Provider in compliance matters, and (c) to third-party service providers performing identity verification on Service Provider's behalf, provided that such parties are bound by confidentiality obligations.

6. CONSENT TO OBTAIN INFORMATION

By executing this Agreement, Client expressly consents to Service Provider obtaining and retaining information about Client and Beneficial Owners from public records, credit bureaus, electronic databases and third-party identity verification services. Client further authorizes Service Provider to disclose KYC Materials to third parties as described herein where required by law or for regulatory compliance.

7. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Service Provider, its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, liabilities, damages, fines and expenses (including reasonable attorneys' fees) arising out of Client's breach of any representation, warranty or covenant in this Agreement or Client's failure to provide accurate KYC Materials.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNT OF ANY FEES PAID BY CLIENT TO SERVICE PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. TERM AND TERMINATION

This Agreement shall commence on the date of signature and shall continue until the Parties cease their business relationship or until terminated by either Party upon thirty (30) days' prior written notice. Termination shall not relieve Client of obligations to provide outstanding KYC Materials or to indemnify Service Provider for acts or omissions occurring prior to termination.

10. NOTICES

All notices in connection with this Agreement shall be in writing and sent to the addresses set forth below or to such other address as either Party may designate by notice. Notice shall be effective upon receipt.

11. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right hereunder shall operate as a waiver of such right.

12. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be binding for all purposes.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. CERTIFICATIONS

By signing below, Client certifies, represents and warrants that the information and KYC Materials provided to Service Provider are true, complete and accurate to the best of Client's knowledge, and acknowledges that Service Provider will rely on such information in performing its compliance and verification obligations. Client acknowledges that providing false or misleading information may subject Client to civil or criminal penalties.

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