Legal KYC Letter

LEGAL KYC LETTER

This Legal KYC Letter (the "Letter") is dated as of Effective Date: and is delivered by Client Name: with Registered Address: (the "Client") to Recipient Name: with Address: (the "Recipient").

RECITALS

WHEREAS, the Recipient requires certain identity, ownership and control information from the Client in order to satisfy applicable know-your-customer, anti-money laundering and counter-terrorist financing requirements; and

WHEREAS, the Client is willing to provide and certify the information and documentary evidence described in this Letter to the Recipient for the Recipient's review and reliance; and

WHEREAS, the Recipient will rely upon the representations and documentary materials delivered by the Client for purposes of conducting due diligence and satisfying internal and regulatory obligations.

NOW THEREFORE, in consideration of the Recipient's acceptance of the information and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Letter, the following terms have the meanings set forth below: "Beneficial Owner" means any natural person who, directly or indirectly, exercises substantial control over the Client or owns or controls, directly or indirectly, 25% or more of the Client's ownership interests; "Supporting Documents" means the corporate and identity documents and records delivered pursuant to Section 3.

2. REPRESENTATIONS AND WARRANTIES

The Client represents and warrants to the Recipient, as of the Effective Date and on each date the Recipient reasonably requests, as follows:

(a) Organization and Authority. The Client is duly organized, validly existing and in good standing under the laws of Jurisdiction of Organization: and has full power and authority to execute, deliver and perform this Letter.

(b) Accuracy of Information. All information, statements and Supporting Documents provided to the Recipient are true, complete and correct in all material respects and do not omit any fact necessary to make the information provided not misleading.

(c) Beneficial Ownership. The Client has disclosed below the identity of each Beneficial Owner and has provided, or will promptly provide, certified identification documents for each Beneficial Owner.

3. CERTIFICATION OF KYC INFORMATION

The Client certifies the following company and identity information and attaches the Supporting Documents indicated in Section 4:

4. BENEFICIAL OWNERS AND AUTHORIZED SIGNATORIES

The Client provides the following information for each Beneficial Owner and each person authorized to act on behalf of the Client. If additional space is required, attach a signed schedule marked "Exhibit A" and check the box below.

Date of Birth:  Nationality:  Ownership %:

Date of Birth:  Nationality:  Ownership %:

Additional schedule attached: (check if Exhibit A is attached)

5. SUPPORTING DOCUMENTS

The Client represents that it has provided or will promptly provide the following documents (check those provided):

Certificate of Incorporation / Formation

Articles of Association / Bylaws

Register of Beneficial Owners / Shareholder Register

Certified copies of identification documents for Beneficial Owners

Proof of Registered Address

Board resolution authorizing the transaction or relationship

6. USE, STORAGE AND CONFIDENTIALITY

The Recipient may use the information and Supporting Documents for its internal compliance, audit and reporting purposes and may disclose such information to prospective or actual service providers, auditors or regulators where required by law or regulation. The Recipient will treat the information as confidential and will use reasonable measures to protect it, provided that such obligations will not limit disclosures required by law.

7. CONSENT TO PROCESSING AND RELIANCE

The Client consents to the Recipient performing identity and background checks, including screening against sanctions and watch lists, and to contacting third parties to verify the information provided. The Client acknowledges that the Recipient may rely upon the representations and documents supplied by the Client.

Client consent to checks:

8. INDEMNITY

The Client agrees to indemnify, defend and hold harmless the Recipient and its officers, directors, employees and agents from and against any losses, liabilities, claims, damages, fines or expenses (including reasonable legal fees) arising out of or resulting from any material inaccuracy or breach of the Client's representations, warranties or certifications contained in this Letter.

9. NOTICES

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

10. MISCELLANEOUS

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

Entire Agreement. This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements and understandings.

Severability. If any provision of this Letter is held invalid or unenforceable, the remainder of this Letter will remain in full force and effect and such provision will be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

Amendments; Waiver. No amendment or waiver of any provision of this Letter shall be effective unless in writing and signed by both parties. The failure of a party to exercise any right shall not operate as a waiver of that right.

Counterparts. This Letter may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be deemed originals for all purposes.

CERTIFICATION

The undersigned certifies that they are authorized to sign on behalf of the Client, that the information and Supporting Documents provided are true, accurate and complete, and that the Client will promptly notify the Recipient of any changes to the information provided.

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