Legal AML Agreement

LEGAL AML AGREEMENT

This Legal Anti-Money Laundering Agreement ("Agreement") is entered into as of Day: Month: Year: by and between Client Name: and Service Provider Name: . Each of Client and Service Provider is a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties conduct business activities that involve the acceptance, transfer or management of funds, value or financial instruments which may be subject to anti-money laundering and counter-terrorist financing laws and regulations applicable to the Parties' operations; and

WHEREAS, the Parties desire to establish shared procedures, responsibilities and reporting protocols to deter, detect and report money laundering, terrorist financing, and other illicit financial activity and to satisfy applicable legal and regulatory obligations; and

WHEREAS, the Parties agree to cooperate in implementing transaction monitoring, customer due diligence, recordkeeping and suspicious activity reporting as set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1. "AML Law" means all applicable anti‑money laundering, counter‑terrorist financing and sanctions laws, regulations, rules and guidance of jurisdictions in which a Party conducts relevant activities.

1.2. "Customer Due Diligence" or "CDD" means the risk‑based procedures employed to verify the identity of clients, beneficial owners and to assess the risk profile of customers in accordance with AML Law.

2. COMPLIANCE OBLIGATIONS

2.1. Each Party shall maintain written AML policies, controls and procedures reasonably designed to comply with applicable AML Law, including CDD, enhanced due diligence for higher risk relationships, transaction monitoring, sanctions screening and suspicious activity reporting. The Parties shall ensure such controls are applied to all products and services subject to AML Law.

2.2. Each Party shall appoint a Designated Compliance Officer responsible for oversight of the Party's AML program, and shall provide the name and contact information for that officer to the other Party. Designated Compliance Officer (Client): Contact: . Designated Compliance Officer (Service Provider): Contact: .

3. CUSTOMER DUE DILIGENCE & ONGOING MONITORING

3.1. Each Party shall perform CDD prior to the establishment of a business relationship to the extent required by AML Law, including identifying and verifying beneficial ownership and assessing the purpose and intended nature of the business relationship.

3.2. Each Party shall implement transaction monitoring appropriate to the risk profile and shall escalate to the Designated Compliance Officer any activity that is unusual, inconsistent with the customer's profile, or otherwise indicative of potential money laundering or terrorist financing.

4. SUSPICIOUS ACTIVITY REPORTING

4.1. Each Party shall prepare and file any required suspicious activity reports with the competent authority in accordance with AML Law. To the extent permitted by law, the Party filing a report shall notify the other Party's Designated Compliance Officer that a report has been filed, subject to any legal restrictions on disclosure.

4.2. Method for notification between Parties (describe agreed internal reporting channel):

5. RECORDKEEPING AND DATA RETENTION

5.1. Each Party shall retain records required by AML Law, including CDD records, transaction records and suspicious activity reporting documentation, for the retention period required by applicable law or, if longer, for the period specified below.

6. ACCESS, AUDIT AND COOPERATION

6.1. Each Party grants the other Party and its regulators reasonable access to records and facilities to verify compliance with this Agreement and AML Law, subject to confidentiality obligations and any legal restrictions on disclosure. The auditing Party shall provide reasonable advance notice and shall conduct audits during normal business hours unless exigent circumstances exist.

7. TRAINING

7.1. Each Party shall provide initial and periodic training to employees with AML responsibilities. Training shall cover identification of suspicious activity, sanctions screening and reporting obligations under AML Law.

8. CONFIDENTIALITY

8.1. Information exchanged pursuant to this Agreement that is confidential shall be used solely for the purposes of compliance with AML Law and shall not be disclosed except as required by law, regulation, or order of a competent authority. Each Party shall take commercially reasonable steps to protect such confidential information.

9. LIABILITY; INDEMNIFICATION

9.1. Each Party shall be liable for its own breaches of this Agreement and violations of AML Law. To the fullest extent permitted by law, each Party shall indemnify and hold harmless the other Party from and against any losses, fines, penalties, reasonable costs and expenses arising from the indemnifying Party's negligent or willful failure to comply with AML Law or material breach of this Agreement.

10. TERM AND TERMINATION

10.1. This Agreement shall commence on the effective date set forth above and shall continue in effect until terminated by either Party upon written notice to the other Party delivered in accordance with Section 13, subject to the survival of provisions required by law and Sections concerning confidentiality, record retention, indemnification and audit.

11. REPRESENTATIONS AND WARRANTIES

11.1. Each Party represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction of formation, has the corporate power and authority to enter into this Agreement and that the execution and performance of this Agreement will not violate any law, regulation or contractual obligation applicable to such Party.

12. NOTICES

All notices, requests, consents or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

14.2. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be construed so as reasonably to effect the intent of the Parties.

14.3. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to the same subject matter.

15. MISCELLANEOUS PROVISIONS

15.1. Remedies: Except as limited by applicable law, the rights and remedies provided in this Agreement are cumulative and not exclusive. Equitable relief, including injunctive relief, may be sought for any breach of confidentiality or where monetary damages are inadequate.

15.2. Compliance Representations: Each Party warrants that it will notify the other promptly if it becomes aware of any matter that materially affects its ability to comply with its obligations under this Agreement or applicable AML Law.

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