KYC Engagement Form

KYC ENGAGEMENT FORM

This KYC Engagement Form (the Agreement) is entered into as of by and between Client Name: with registered address , and KYC Provider: with registered address .

RECITALS

WHEREAS, Client requires certain know-your-customer (KYC) and anti-money-laundering (AML) due diligence services to verify the identity, ownership and risk profile of Client, its beneficial owners and counterparties; and

WHEREAS, Provider furnishes KYC and AML compliance services, including identification verification, beneficial ownership screening, sanctions and adverse media screening, recordkeeping and reporting support; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services for Client.

NOW, THEREFORE

1. ENGAGEMENT

Client hereby engages Provider, and Provider accepts such engagement, to perform the KYC and AML services described in Section 2 (the Services) in accordance with the terms and conditions of this Agreement.

2. SCOPE OF SERVICES

Provider will perform one or more of the following services as requested by Client: identity verification, beneficial owner identification and verification, sanctions and watchlist screening, adverse media screening, ongoing monitoring, risk-scoring and the preparation of KYC reports. Specific required services and deliverables:

3. CLIENT OBLIGATIONS

Client shall provide accurate, complete and timely information and documentation required by Provider to perform the Services, including but not limited to: corporate formation documents, ownership charts, government-issued identification, proof of address and any information necessary to identify beneficial owners and persons exercising control. Client acknowledges that Provider will rely upon documents and representations provided by Client.

4. IDENTIFICATION AND DOCUMENTS

Client shall furnish certified or otherwise verified copies of all identity and corporate documents requested by Provider. Client certifies that all documents submitted are true, complete and unaltered to the best of Client's knowledge.

5. FEES AND PAYMENT

Client agrees to pay Provider the fees set forth below and in any statement of work or engagement letter executed by the parties. Fees are exclusive of taxes and are payable in accordance with the payment terms stated herein.

6. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party in connection with the Services and shall not disclose such information except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement, or as required by applicable law.

7. DATA PROTECTION AND RECORDS

Provider shall process personal data only for the purposes of performing the Services and in accordance with Client's lawful instructions. Provider shall implement appropriate technical and organizational measures to safeguard such data. Provider will retain records and documentation of due diligence and verification activities for the period required by applicable law, or as otherwise agreed in writing.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance of its obligations will not violate applicable law. Client represents that all information and documents provided to Provider are true, correct and complete. Provider represents that it will perform the Services with reasonable skill, care and in accordance with applicable professional standards.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or a party's breach of confidentiality or data protection obligations, neither party shall be liable to the other for indirect, special, incidental or consequential damages. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

10. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Client's breach of this Agreement, Client's negligent or intentional acts or omissions, or any inaccurate or incomplete information provided by Client.

11. TERMINATION

Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other. Upon termination, Client shall pay Provider for Services performed and costs reasonably incurred through the date of termination. Sections that by their nature survive termination shall remain in effect.

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the contact details of the parties set forth below or to such other address as a party may designate by notice to the other.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any appendices, schedules or engagement letters 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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding. The parties acknowledge that Provider may engage subcontractors or agents to perform portions of the Services, provided Provider remains responsible for their performance.

ACKNOWLEDGMENTS AND CERTIFICATIONS

By signing below, Client certifies that the information and documents provided to Provider are true, accurate and complete to the best of Client's knowledge and that Client will promptly notify Provider of any material changes. Client authorizes Provider to undertake such checks as are necessary to verify the information provided.

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