Legal SAR and TC Agreement

LEGAL SAR AND TC AGREEMENT

This Agreement is made and entered into as of (the Effective Date) by and between , with principal place of business at (hereinafter "Provider"), and , with principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Provider operates compliance, monitoring and reporting systems designed to identify and report suspicious activity in accordance with applicable anti-money laundering and counter-terrorist financing laws and regulations; and

WHEREAS, Client conducts transactions and activities that may give rise to obligations to report suspicious activity and to implement transaction controls, and desires to establish formal procedures for the submission of Suspicious Activity Reports ("SARs") and the operation of Transaction Controls ("TCs"); and

WHEREAS, the parties wish to set forth their respective duties, reporting channels, confidentiality obligations and remedies with respect to SARs and TCs;

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

1. DEFINITIONS

1.1 "SAR" means a written or electronic report submitted by Client or Provider describing activity that the reporting party reasonably believes involves funds derived from illegal activity, attempts to disguise the nature, location, source or ownership of funds, or otherwise appears suspicious under applicable law.

1.2 "Transaction Controls" or "TCs" means the policies, procedures, transaction monitoring rules, authorization thresholds, holds, and escalation mechanisms implemented to prevent, detect or respond to suspicious transactions.

1.3 "Confidential Information" means information disclosed under this Agreement that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. REPORTING OBLIGATIONS

2.1 Client shall promptly report to Provider any suspected reportable activity that arises in Client's operations or that Client becomes aware of in the course of transactions subject to this Agreement. Reports shall be made in the form and by the channels set out in Schedule A and in Section 9 (Notices). Unless otherwise required by applicable law, Client shall submit a written SAR within calendar days of the initial determination that an activity is suspicious.

2.2 Provider shall have the right to require additional detail with respect to a SAR and Client shall cooperate fully and furnish all supporting documents, records and explanations reasonably requested by Provider in connection with the SAR.

2.3 Client shall maintain internal records of SARs and related documentation for a minimum of years or for the period required by applicable law, whichever is longer.

3. TRANSACTION CONTROLS

3.1 Provider and Client shall jointly establish and document TCs that set authorization thresholds, monitoring parameters, and hold procedures. TCs shall include a mechanism to impose immediate holds on transactions meeting specified risk indicators pending investigation.

3.2 Authorization thresholds shall be set as follows: transactions exceeding USD, or transactions meeting other risk criteria set forth in the parties' joint risk matrix, shall require secondary approval by the designated compliance officer.

3.3 The designated compliance officer for monitoring and escalation is: , Contact: .

4. DATA SHARING, PRIVACY AND CONFIDENTIALITY

4.1 Information exchanged under this Agreement that constitutes Confidential Information shall be used solely for the purposes of compliance with SAR and TC obligations and shall not be disclosed to any third party except as permitted by this Agreement or required by law.

4.2 Notwithstanding the foregoing, either party may disclose Confidential Information to governmental or regulatory authorities to the extent compelled by law, provided that the disclosing party, if legally permitted, provides prompt notice to the other party to enable a protective order or other remedy.

4.3 The parties shall implement reasonable technical and organizational measures to protect Confidential Information against unauthorized access, alteration, disclosure, or destruction, consistent with applicable data protection requirements.

5. COMPLIANCE WITH LAW

Each party represents and warrants that it will comply with all applicable anti-money laundering, counter-terrorist financing and sanctions laws and regulations in performing its obligations under this Agreement. Nothing in this Agreement authorizes either party to violate applicable law.

6. AUDIT, RECORDS AND RETENTION

Provider shall have the right, upon reasonable notice and during normal business hours, to audit Client's compliance with the obligations set forth in this Agreement. Client shall make available records, systems access and personnel reasonably necessary to conduct such audit. Any audit shall be conducted in a manner that minimizes disruption to Client's business.

7. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees, arising out of Client's breach of this Agreement, Client's failure to report SARs where required, or Client's violation of applicable law.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS ARISING UNDER SECTION 7, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. NOTICES

Provider Notice Contact

Client Notice Contact

10. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by duly authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement, together with any Schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.

15. TERM AND TERMINATION

15.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of years, and shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

15.2 Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

SCHEDULE A — REPORTING CHANNELS AND FORMATS

ENTITY TYPES

Provider Entity Type: Corporation LLC Individual Other

Client Entity Type: Corporation LLC Individual Other

MISCELLANEOUS PROVISIONS

Any costs incurred in responding to lawful requests from governmental authorities for SAR-related information shall be borne by the requesting party unless otherwise agreed in writing. The obligations of confidentiality set forth herein shall survive termination of this Agreement for a period of years.

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