Legal Services BSA Package

LEGAL SERVICES BSA PACKAGE

This Legal Services BSA Package (the "Agreement") is entered into as of Effective Date: by and between Legal Services Provider Name: , a Corporation LLC Other , with principal place of business at (\"Provider\"), and Client Name: , a Corporation LLC Other , with principal place of business at (\"Client\").

RECITALS

WHEREAS, Client maintains financial or related operations subject to the Bank Secrecy Act and related anti-money laundering regulations and requires legal services to establish, review and maintain policies, procedures and compliance mechanisms designed to satisfy applicable BSA/AML obligations; and

WHEREAS, Provider has experience and expertise in BSA risk assessments, policy drafting, suspicious activity reporting procedures, independent testing, staff training and related regulatory support; and

WHEREAS, the parties desire to set forth the terms under which Provider will deliver the services described below.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. SCOPE OF SERVICES

Provider shall perform the BSA-related legal and compliance services described in the Scope of Services below (the "Services"). Services shall include, at a minimum, the following categories; further detail of deliverables and deadlines shall be set forth in the attached work plan or statement of work incorporated herein:

Services (select all applicable): Policy drafting and revision; Risk assessment; Employee training; SAR filing assistance; Independent testing; Ongoing monitoring and advisory.

2. DELIVERABLES AND TIMING

Provider will deliver deliverables in accordance with the schedule set forth in the statement of work. Milestones shall include completion of any written policies, a written risk assessment report, training materials, and a memorandum summarizing regulatory reporting obligations. Expected completion of initial deliverables:

3. CLIENT OBLIGATIONS

Client shall provide Provider with timely access to records, personnel and systems reasonably necessary to perform the Services, including copies of customer due diligence files, transaction reports, internal policies, and any prior independent testing reports. Client represents that the information it provides will be true, accurate and complete to the best of Client's knowledge.

4. FEES, EXPENSES AND PAYMENT

Provider shall invoice Client for fees and reimbursable expenses monthly unless otherwise agreed in writing. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

5. CONFIDENTIALITY; PRIVILEGE

Provider shall maintain the confidentiality of non-public Client information obtained in connection with the Services and shall not disclose such information except as required by law, regulation, or court order. Communications and legal work product created by Provider in the performance of legal services shall be maintained as privileged and confidential to the extent permitted by applicable law. Client acknowledges that Provider may be required to disclose information to regulators or law enforcement in compliance with BSA or other legal obligations.

6. RECORDS RETENTION; COOPERATION WITH REGULATORS

Client shall retain and make available, at Client's expense, records and documents reasonably required for Provider to perform its Services. Provider may rely on Client's records for legal conclusions and opinions. Provider will cooperate with reasonable regulatory inquiries pertaining to Provider's engagement, and Client agrees to notify Provider promptly of any regulatory examination or inquiry materially related to the Services.

7. LIMITATIONS OF LIABILITY

Provider's liability for any claim arising out of or in connection with the Services shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement for the specific matter giving rise to the claim. In no event shall Provider be liable for consequential, incidental, punitive or exemplary damages, except where such exclusion is prohibited by law.

8. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its partners, employees and agents from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, provision of inaccurate or incomplete information, or willful misconduct. Provider shall promptly notify Client of any claim subject to indemnification and shall permit Client to control the defense and settlement of such claim, subject to Provider's right to retain counsel of choice at Client's expense.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the completion of the Services or until terminated by either party upon written notice. Either party may terminate this Agreement for convenience upon days' prior written notice. Upon termination, Client shall pay for all Services provided and expenses incurred through the effective date of termination.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

11. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude further exercise of that right.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties: . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. 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. Signatures transmitted electronically or by facsimile shall be deemed binding for all purposes.

14. MISCELLANEOUS PROVISIONS

The parties agree to cooperate in good faith and to take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of Provider's assets.

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