Legal SAGRILAFT Annex Template

LEGAL SAGRILAFT ANNEX TEMPLATE

This SAGRILAFT Annex (the "Annex") is entered into as of Effective Date: by and between Principal: organized under the laws of with identification number / registration number , and Counterparty: organized under the laws of with identification number / registration number (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties acknowledge the importance of implementing and maintaining an effective system to prevent money laundering and terrorist financing risks consistent with the SAGRILAFT framework (including risk identification, mitigation, monitoring and reporting); and

WHEREAS, the Parties wish to set forth the specific obligations, controls and cooperation required between them in order to align with applicable anti-money laundering and counter-terrorist financing laws, regulations and SAGRILAFT principles during the Term of this Annex; and

WHEREAS, the Parties intend that this Annex supplements and forms part of the primary agreement between the Parties identified as Agreement Name: dated Date: .

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 For the purposes of this Annex, the following capitalized terms have the meanings set forth below:

"SAGRILAFT" means the Parties' system for the management of risks related to money laundering and the financing of terrorism, including policies, procedures and controls adopted pursuant to this Annex.

"Confidential Information" means non-public information disclosed in connection with this Annex, including customer identification data, transaction records, risk assessments and audit findings, excluding information that is or becomes publicly available other than through breach of this Annex.

"Suspicious Transaction Report" means a written or electronic report prepared in accordance with applicable laws and this Annex describing transactions or activities that reasonably give rise to suspicion of money laundering or terrorist financing.

2. SCOPE AND PURPOSE

2.1 This Annex defines the risk management measures, operational procedures and reporting obligations required of each Party in connection with activities, products or services provided under the primary agreement identified above. The Annex applies to all transactions, clients and services that create exposure to money laundering or terrorist financing risk.

3. COMPLIANCE OBLIGATIONS

3.1 Each Party shall implement, maintain and enforce written policies, procedures and internal controls reasonably designed to prevent and detect money laundering and terrorist financing. Such measures shall include, at minimum, a risk-based customer due diligence program, transaction monitoring, and a mechanism for escalation and investigation of potentially suspicious activities.

3.2 Each Party represents and warrants that, as of the Effective Date and during the Term, it is in compliance with material requirements of applicable anti-money laundering and counter-terrorist financing laws and shall promptly notify the other Party of any material change in such status.

4. CUSTOMER DUE DILIGENCE

4.1 The Parties shall apply risk-based customer due diligence ("CDD") measures. CDD shall include identification and verification of customers and beneficial owners, ongoing monitoring of the business relationship, and the application of enhanced due diligence for high-risk customers or transactions.

4.2 Each Party shall collect and maintain customer and beneficial ownership information necessary to demonstrate compliance with this Annex and shall perform periodic reviews at intervals commensurate with the level of risk.

5. SUSPICIOUS ACTIVITY REPORTING

5.1 Where a Party detects facts or circumstances that give rise to a reasonable suspicion of money laundering or terrorist financing, that Party shall prepare a Suspicious Transaction Report and submit it to the other Party and, where required by applicable law, to the competent authority in accordance with applicable reporting procedures and timelines.

5.2 The Party preparing a Suspicious Transaction Report shall, prior to submission to any authority, notify the other Party of the material content of the report when disclosure to the other Party does not conflict with applicable confidentiality or reporting restrictions; the Parties shall cooperate in any follow-up investigation.

6. RECORDKEEPING AND RETENTION

6.1 Each Party shall retain records relating to customer identification, transaction history, risk assessments, internal investigations and Suspicious Transaction Reports for a period of not less than five (5) years from the date of the relevant transaction or termination of the business relationship, or such longer period as required by applicable law.

7. CONFIDENTIALITY AND DATA PROTECTION

7.1 Each Party shall treat all Confidential Information received under this Annex as confidential and shall use such information solely for the purposes of complying with its obligations under this Annex and applicable law. Access shall be limited to personnel with a need to know.

7.2 Notwithstanding the foregoing, a Party may disclose Confidential Information as required by applicable law or regulation, provided, to the extent permitted, that the disclosing Party gives prompt notice to the other Party of any compelled disclosure and cooperates with any reasonable steps to limit disclosure.

8. AUDIT, ACCESS AND MONITORING

8.1 Upon reasonable prior written notice, each Party shall permit the other Party, or an independent auditor engaged by the other Party, to conduct on-site reviews and audits of compliance with this Annex, including inspection of records relevant to CDD, transaction monitoring and Suspicious Transaction Reports, subject to confidentiality protections and applicable legal restrictions.

9. TRAINING

9.1 Each Party shall provide ongoing training to its relevant personnel concerning SAGRILAFT obligations, recognition of suspicious activities, internal reporting procedures and applicable legal requirements. Training shall occur at least annually or more frequently as risk conditions change.

10. SANCTIONS, REMEDIES AND INDEMNIFICATION

10.1 A material breach of this Annex by a Party, including intentional failure to report suspicious activity or willful violation of applicable AML/CFT laws, shall constitute a material breach of the primary agreement and entitle the non-breaching Party to pursue all available remedies at law or in equity, including termination of the primary agreement.

10.2 Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, fines, penalties, costs or expenses (including reasonable attorneys' fees) that arise out of or result from the indemnifying Party's breach of its obligations under this Annex or its failure to comply with applicable AML/CFT requirements.

11. TERM AND TERMINATION

11.1 This Annex shall commence on the Effective Date and shall remain in effect for the Term of the primary agreement unless earlier terminated in accordance with this Annex. Either Party may terminate this Annex for convenience upon thirty (30) days' prior written notice to the other Party; termination shall not relieve either Party of obligations accrued prior to termination.

11.2 The obligations in Sections 5 (Suspicious Activity Reporting), 6 (Recordkeeping and Retention), 7 (Confidentiality and Data Protection), 10 (Sanctions, Remedies and Indemnification) and this Section 11 shall survive termination or expiration of this Annex.

12. NOTICES

Notices shall be in writing and deemed given when delivered in person, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the notice address set forth above or such other address as either Party may designate by notice to the other Party.

13. AMENDMENT AND WAIVER

13.1 No amendment, waiver or modification of this Annex shall be effective unless made in a written instrument signed by authorized representatives of both Parties. Any waiver must be express and in writing and shall not constitute a waiver of any other right or remedy.

14. GOVERNING LAW

This Annex shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles.

15. ENTIRE AGREEMENT

This Annex, together with the primary agreement identified above, 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 such subject matter.

16. SEVERABILITY

If any provision of this Annex is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

17. COUNTERPARTS

This Annex 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. Signatures delivered by electronic means shall have the same force and effect as originals.

ADDITIONAL TERMS AND RISK CONTROLS

CERTIFICATION

Each Party certifies that the information provided in this Annex is true, accurate and complete to the best of its knowledge and that it will maintain and apply the controls and procedures described herein. Each Party further certifies that it has the authority to enter into this Annex and to perform its obligations hereunder.

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