Legal Anti-Money Laundering Law Template

LEGAL ANTI-MONEY LAUNDERING LAW TEMPLATE

This Anti-Money Laundering Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: , a organized under the laws of with its principal place of business at ; and Party B: , a organized under the laws of with its principal place of business at .

RECITALS

WHEREAS, Party A and Party B are subject to applicable anti-money laundering and counter-terrorist financing laws and regulations requiring the implementation of risk-based programs, customer due diligence and reporting of suspicious activity; and

WHEREAS, the parties desire to allocate responsibilities between them and to establish minimum standards, controls and procedures to prevent and detect money laundering, terrorist financing and sanctions breaches in connection with transactions and services governed by this Agreement; and

WHEREAS, each party will maintain policies, procedures and controls reasonably designed to ensure compliance with applicable laws, including but not limited to customer identification, beneficial ownership verification, sanctions screening and suspicious activity reporting;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Anti-Money Laundering Laws" means all applicable statutes, regulations and guidance relating to money laundering, terrorist financing, sanctions or similar prohibitions. "Beneficial Owner" means the natural person(s) who directly or indirectly own or control the customer in accordance with applicable law. "Suspicious Activity" means any transaction or pattern of transactions that reasonably appears to be inconsistent with a customer's known legitimate business or personal activities or that otherwise may indicate money laundering, terrorist financing or sanctions evasion.

2. COMPLIANCE OBLIGATIONS

Each party shall establish, maintain and enforce a risk-based anti-money laundering program reasonably designed to comply with Anti-Money Laundering Laws, which shall include (a) written policies and procedures; (b) designation of a compliance officer; (c) customer due diligence and recordkeeping; (d) transaction monitoring and reporting; and (e) periodic independent testing. The designated compliance officer for Party A is and for Party B is .

3. CUSTOMER DUE DILIGENCE (CDD)

Each party shall conduct customer due diligence prior to establishing a business relationship and on an ongoing basis. CDD shall include identity verification, verification of Beneficial Owner information where required by law, risk-based monitoring, and enhanced due diligence for high-risk customers and politically exposed persons ("PEPs"). Transactions exceeding shall trigger enhanced due diligence procedures.

4. SANCTIONS, SCREENING AND BLOCKING

Each party shall implement sanctions screening and blocking controls to ensure that no transactions are executed in breach of applicable sanctions programs. Parties shall screen customers, beneficial owners and transactions at account opening and on a periodic basis consistent with the parties' risk assessments and shall refuse or block transactions where required by law.

Sanctions screening frequency: .

5. REPORTING SUSPICIOUS ACTIVITY

Each party shall promptly report internally any Suspicious Activity and shall file such reports with competent authorities as required by law. The parties shall cooperate in the investigation and submission of any required reports. Internal reports shall be directed to the compliance officer identified in Section 2, or, if unavailable, to the alternate compliance officer designated by each party.

6. RECORDKEEPING

Each party shall retain records sufficient to demonstrate compliance with this Agreement and with applicable Anti-Money Laundering Laws for a period of not less than years, or such longer period as required by applicable law. Records shall be produced to the other party or to competent authorities in accordance with legal requirements subject to applicable confidentiality and data protection obligations.

7. TRAINING AND MONITORING

Each party shall provide periodic AML/CTF training to employees with responsibility for customer onboarding, transaction monitoring and compliance. Training frequency: .

8. AUDIT, INSPECTION AND COOPERATION

Each party shall permit reasonable audits or inspections by the other party or by designated independent auditors, upon reasonable prior notice, to verify compliance with this Agreement. Requests for access shall be made in writing and the inspecting party shall observe confidentiality obligations. The parties shall cooperate fully with competent authorities, subject to applicable legal constraints.

9. CONFIDENTIALITY AND DATA PROTECTION

Each party shall maintain the confidentiality of customer information and compliance records except as required by law. Processing of personal data shall be performed in accordance with applicable data protection laws and this Agreement. The parties shall implement reasonable technical and organizational safeguards to protect such information.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it is duly organized and validly existing; (b) it has all necessary power and authority to enter into and perform this Agreement; and (c) to the best of its knowledge it is in compliance with applicable Anti-Money Laundering Laws and has not been the subject of any unresolved regulatory enforcement action concerning money laundering, terrorist financing or sanctions violations.

11. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates from and against any losses, liabilities, costs, fines or expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of its obligations under this Agreement or violation of applicable Anti-Money Laundering Laws, except to the extent that such losses arise from the gross negligence or willful misconduct of the indemnified party.

12. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations under Section 11, neither party shall be liable to the other for consequential, incidental, punitive or indirect damages, and each party's aggregate liability shall be limited to direct damages up to the greater of (a) the fees paid or payable under transactions covered by this Agreement during the prior twelve (12) months, or (b) .

13. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon thirty (30) days' written notice to the other party, subject to earlier termination for material breach of this Agreement that is not cured within fourteen (14) days after written notice.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery and shall be effective upon receipt.

15. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure to exercise any right or remedy shall not constitute a waiver thereof unless in writing.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ADDITIONAL CERTIFICATIONS

Each party certifies that, as of the Effective Date, it has implemented a written AML/CTF program and will promptly notify the other party of any material breach or regulatory action related to Anti-Money Laundering Laws. Each party further certifies that it will reasonably cooperate with the other party in connection with any regulatory inquiries or actions.

COMPLIANCE ATTESTATION

By signing below, each party attests that the information provided in connection with customer due diligence and beneficial ownership is true, complete and accurate to the best of its knowledge and that it will promptly update such information if it becomes inaccurate.

Party A certifies: Beneficial owner information verified.     Party B certifies: Beneficial owner information verified.

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