Legal CDD Agreement

LEGAL CDD AGREEMENT

This Customer Due Diligence Agreement (the Agreement) is entered into on this day of , (Effective Date), by and between Client Name: Client Entity Type: Corporation LLC Partnership Individual , Client Address: ; and Service Provider Name: Provider Address: .

Recitals

WHEREAS, Client requires customer due diligence, identification and monitoring services in order to comply with applicable anti-money laundering, sanctions, and other regulatory obligations; and

WHEREAS, Provider represents that it has the technical capability, personnel, and procedures to perform identity verification, screening and ongoing monitoring services in accordance with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will perform Customer Due Diligence (CDD) services for Client.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

Unless otherwise defined herein, the following terms shall have the meanings set forth below:

"Customer Due Diligence" or "CDD" means the identification, verification, screening, monitoring and record-keeping actions described in this Agreement performed to identify customers, beneficial owners, and risk indicators, including but not limited to identity verification, sanctions and watchlist screening, politically exposed persons (PEP) screening, adverse-media checks, and transaction monitoring.

"Beneficial Owner" means any natural person who ultimately owns or controls the customer or on whose behalf a transaction is being conducted, as determined under applicable law.

2. Scope of Services

Provider will perform the CDD services selected below and any additional services expressly agreed in writing by the parties. Provider's services shall include reasonable measures to verify identity and screen information against applicable sanction lists and databases.

Services selected: Identity Verification Sanctions/Watchlist Screening Ongoing Monitoring Adverse Media Screening Other

Provider shall perform services in a commercially reasonable manner consistent with industry standards. Provider's services do not constitute legal advice; Client is responsible for determining the sufficiency of Provider's services to meet Client's legal or regulatory obligations.

3. Client Obligations and Representations

Client shall provide accurate, complete and timely information, documentation and authorizations necessary for Provider to perform the services, including copies of identity documents, corporate formation documents, ownership data and any information required to identify beneficial owners.

Client represents and warrants that all data and materials provided to Provider do not infringe third-party rights and that Client has authority to provide such data for processing under this Agreement.

4. Provider Obligations; Confidentiality; Data Handling

Provider shall implement reasonable administrative, technical and physical safeguards to protect Client data from unauthorized access, disclosure, alteration and destruction. Provider shall limit access to Client data to personnel and subcontractors who have a need to know for performance of the services and are bound by confidentiality obligations at least as protective as this Agreement.

Provider may engage subcontractors to perform portions of the services, provided Provider remains responsible for their performance and compliance with this Agreement. Provider shall notify Client in advance of material changes to subcontractor arrangements where feasible.

5. Fees and Payment

Client shall pay Provider the fees set forth below in consideration for the CDD services. Fees are exclusive of taxes; Client is responsible for all taxes imposed on payments under this Agreement, excluding taxes based on Provider's net income.

Overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Provider may suspend services for Client's failure to timely pay, provided Provider gives at least ten (10) days' prior written notice.

6. Term and Termination

The term of this Agreement shall commence on the Effective Date and continue for months, after which it shall automatically renew for successive terms of equal length unless either party provides written notice of non-renewal at least days prior to the then-current term expiration.

Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees for services performed through the effective date of termination.

7. Indemnification

Client shall defend, indemnify and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Client's breach of its representations, warranties, or obligations hereunder, or from Client's use of the CDD results in a manner inconsistent with applicable law.

8. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, Provider's aggregate liability to Client for any and all 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. In no event shall Provider be liable for special, consequential, incidental or punitive damages.

9. Audit Rights and Record Retention

Client shall maintain records necessary to demonstrate compliance with applicable laws and this Agreement for the retention period specified above. Provider shall permit Client, or Client's designated auditor, to audit Provider's performance under this Agreement subject to reasonable notice and confidentiality protections, provided that such audits shall not unreasonably interfere with Provider's business operations.

10. Compliance with Laws

Each party shall comply with all applicable laws, regulations and governmental orders relating to anti-money laundering, counter-terrorist financing, economic sanctions and data protection. Client shall promptly notify Provider if Client becomes aware of any regulatory inquiries or investigations related to CDD matters arising from Provider's services.

11. Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

12. Amendments; Waiver; Counterparts

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. No failure or delay by either party in exercising any remedy shall operate as a waiver of that remedy. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law; Severability; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. This Agreement, together with any schedules and attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

14. Miscellaneous Provisions

If either party is required to bring suit or arbitration to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. The parties acknowledge that monetary damages may be insufficient to remedy certain breaches and that injunctive relief may be an appropriate remedy in addition to any other available remedies.

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