Legal AML Letter

LEGAL AML LETTER

This Legal AML Letter ("Letter") is made effective as of by and between Client Name: whose principal address is ("Client"), and Recipient Name: whose principal address is ("Recipient"). Each of Client and Recipient may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client has requested that Recipient accept certain transactions and/or open accounts and requires assurances that Client complies with applicable anti-money laundering and sanctions laws and regulations;

WHEREAS, Recipient requires from Client written certifications and representations regarding the identity of Client, beneficial owners, the source of funds, and the anti-money laundering measures taken by Client and its agents;

WHEREAS, Client has provided documentation and information to Recipient and warrants the accuracy and completeness of such documentation and information for the purposes of Recipient's AML and sanctions screening;

NOW THEREFORE

In consideration of Recipient's acceptance of Client's account, transactions, or related services and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Letter, "AML Laws" means all applicable anti-money laundering, counter-terrorist financing, and sanctions statutes, regulations and governmental orders applicable to a Party's business activities, including any obligations to verify identity, conduct due diligence, and file suspicious activity reports.

2. CLIENT REPRESENTATIONS AND WARRANTIES

Client represents and warrants to Recipient, which representations and warranties shall survive the execution and delivery of this Letter, that:

a) Client is duly organized and validly existing under the laws of and has authority to enter into and perform this Letter.

b) All information, documentation, beneficial ownership details and certifications previously provided to Recipient by or on behalf of Client are true, correct and complete in all material respects as of the date hereof, and Client shall promptly supplement such information if any material change occurs.

c) Neither Client nor any of its beneficial owners, directors, officers, or authorized signatories is a person or entity that is the subject of any sanctions, or is listed on any sanctions or watch lists with which Recipient is required to comply. To the best of Client's knowledge, funds used in connection with Client's transactions have not been derived from unlawful activities.

3. AML DUE DILIGENCE PERFORMED

Client certifies that, prior to requesting acceptance of the subject transaction(s), Client or Client's authorized agent has performed the following due diligence and screening, as indicated below:

Identification documents reviewed Corporate formation documents reviewed

Beneficial owner disclosures obtained Sanctions and PEP screening conducted

4. ONGOING OBLIGATIONS; NOTICE OF MATERIAL CHANGE

Client covenants to maintain, and to cause its subsidiaries and agents to maintain, policies and procedures reasonably designed to comply with applicable AML Laws. Client shall notify Recipient in writing within business days of any material change in the accuracy of information or representations made herein, including any change in beneficial ownership, changes in authorized signatories, or any regulatory or criminal investigations involving Client.

5. RECORDKEEPING; ACCESS

Client agrees to retain records and supporting documentation of due diligence and transactions for the period required by applicable law and to provide copies of such records to Recipient or its regulators upon reasonable request. Recipient's request for access shall be made in writing to the notices address set forth below.

6. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Recipient and its affiliates, officers, directors and employees from and against any losses, liabilities, damages, fines or expenses (including reasonable attorneys' fees) arising out of or relating to: (i) any material inaccuracy in Client's representations or documentation provided to Recipient; (ii) Client's failure to comply with AML Laws; or (iii) Client's failure to notify Recipient of a material change as required by this Letter, except to the extent caused by Recipient's gross negligence or willful misconduct.

7. TERMINATION

Recipient may, in its sole discretion and without liability, suspend or terminate services, refuse transactions, or close accounts if Recipient reasonably believes Client or any associated person is in breach of this Letter or applicable AML Laws, or if Recipient reasonably suspects illicit activity.

8. NOTICES

All notices permitted or required under this Letter shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested) and shall be effective upon receipt.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. Each Party submits to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under this Letter.

10. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Letter is held to be invalid, illegal or unenforceable, that provision shall be struck and the remaining provisions shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by duly authorized representatives of each Party. No failure or delay by a Party in exercising any right shall operate as a waiver. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. CERTIFICATION

The undersigned authorized representative of Client certifies, under penalty of perjury and to the best of his or her knowledge, that the statements contained in this Letter are true, complete and correct, and that the undersigned is authorized to provide the representations, warranties and undertakings herein on behalf of Client.

Sign Now