Legal Screening Procedures

LEGAL SCREENING PROCEDURES

This Legal Screening Procedures Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal address , and Recipient Name: with principal address .

RECITALS

WHEREAS, Provider maintains and administers processes for screening prospective clients, matters, vendors and related persons to identify conflicts of interest, regulatory restrictions, sanctions, politically exposed persons, and other risk indicators (the Screening Processes);

WHEREAS, Recipient requires that Provider apply Screening Processes to all matters or engagements described as: to ensure compliance with applicable professional obligations and risk-management policies;

WHEREAS, the parties desire to document the procedures, responsibilities, and recordkeeping for the screening of persons and matters to which this Agreement applies.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. DEFINITIONS

1.1 "Screening" means the set of searches, queries, reviews and documentary verifications described in this Agreement, including conflict checks, identity verification, sanctions and restricted party screening, beneficial ownership identification, and adverse media review.

1.2 "Covered Person" means any natural person, legal entity, affiliate, owner, or controlling person proposed to be engaged in or otherwise related to a matter subject to Screening.

1.3 Additional definitions or interpretations may be added by written amendment executed by both parties. Describe any additional definitions below:

2. SCOPE AND APPLICABILITY

2.1 This Agreement governs Screening of all prospective clients, matters, vendors, and third parties identified by Recipient as subject to Provider's Screening Processes. Screening shall be conducted prior to acceptance of a matter and subsequently as required by Section 3.5.

2.2 The following screening modules shall apply to Covered Persons (check all that apply):

Conflicts of interest check (internal and known adverse matters)
Identity verification and client due diligence
Sanctions and restricted party screening
Politically exposed person (PEP) screening
Adverse media and reputational review
Beneficial ownership and UBO identification

2.3 If a module is not selected, Provider shall not be required to perform that specific check unless required by law or by written instruction from Recipient.

3. SCREENING PROCEDURES

3.1 Intake and Identification. Upon receipt of a proposed matter, Provider shall collect sufficient identifying information for each Covered Person including legal name, date of birth, jurisdiction of incorporation (if applicable), and ownership structure, as set forth in the intake form required by Recipient.

3.2 Conflicts Check. Provider shall conduct an internal conflicts search against prior and current matters and shall document any potential conflicts including the basis of the conflict, implicated matters, and recommended mitigation measures. Potential conflicts must be elevated to Recipient when mitigation is not feasible.

3.3 Sanctions, PEP and Adverse Media Screening. Provider shall screen Covered Persons and associated entities against applicable sanctions lists, PEP indicators, and adverse media. Matches shall be documented in a screening report and escalated to Recipient with a recommended disposition.

3.4 Timing and Escalation. Unless otherwise agreed in writing, initial Screening shall be completed within of intake. Any positive match that may give rise to regulatory or ethical restrictions shall be notified to Recipient immediately and not later than .

3.5 Ongoing Monitoring. For accepted matters subject to ongoing review, Provider shall re-run selected screening modules at a frequency of or upon the occurrence of material events identified by Recipient.

3.6 Documentation. Provider shall prepare and retain a screening report for each matter that describes the searches performed, sources consulted, results identified, mitigation steps, and final disposition.

4. RECORDS, RETENTION AND AUDIT

4.1 Retention Period. Provider shall retain screening records and supporting documentation for a period of from matter closure, unless a different period is required by law.

4.2 Audit Rights. Recipient may audit Provider's compliance with the procedures under this Agreement upon reasonable prior written notice not less than . Provider shall provide access to records and personnel for the limited purpose of verifying compliance.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Confidentiality. Provider shall treat all information obtained during Screening as confidential and shall not disclose such information except as required by law or with the prior written consent of Recipient. Provider shall maintain appropriate administrative, technical, and physical safeguards to protect personal data and confidential information.

5.2 Data Processing. Where Provider processes personal data on behalf of Recipient, Provider shall act only on documented instructions and shall implement reasonably appropriate security measures. Contact for data processing matters:

6. RESPONSIBILITIES OF THE PARTIES

6.1 Provider Responsibilities. Provider shall perform Screening in accordance with the procedures in this Agreement, document results, deliver reports to Recipient, and escalate issues as required. Describe any additional Provider obligations:

6.2 Recipient Responsibilities. Recipient shall provide Provider with timely and complete information necessary to perform Screening, notify Provider of any known conflicts or restrictions, and make final decisions on engagement acceptance. Describe any additional Recipient obligations:

7. LIMITATIONS OF LIABILITY; INDEMNIFICATION

7.1 Provider makes reasonable efforts to ensure that Screening is accurate and contemporaneous but cannot guarantee that searches will identify all adverse information. Provider shall not be liable for losses arising from information that was not reasonably available at the time of Screening.

7.2 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, costs and expenses resulting from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement.

8. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail (return receipt requested).

9. TERM; TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and remain in force until terminated as set forth herein.

9.2 Termination. Either party may terminate this Agreement for convenience upon prior written notice to the other party. Termination shall not relieve either party of obligations incurred prior to termination, including retention of records as required by Section 4.

10. MISCELLANEOUS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified as: , without regard to conflict of law principles.

10.2 Entire Agreement. This Agreement 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.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to reflect the parties' original intent to the extent permitted by law.

10.4 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10.5 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

10.6 Counterparts. 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.

EXECUTION

The parties, through their authorized representatives, have executed this Agreement as of the Effective Date set forth above.

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