Legal Terrorism Document

LEGAL TERRORISM DOCUMENT

This Anti-Terrorism Certification and Indemnity Agreement (the Agreement) is made as of by and between Party A: Client Name: with principal place of business at , and Party B: Client Name: with principal place of business at .

RECITALS

WHEREAS, Party A and Party B intend to enter into commercial dealings that require each party to make express certifications concerning affiliations with prohibited persons and activities related to terrorism and terrorism financing; and

WHEREAS, each party seeks to allocate risk and to require prompt notice, cooperation, and indemnity in the event of any actual or alleged association with terrorism, terrorist organizations, or any person or entity subject to restrictions under applicable sanctions or counter-terrorism regimes; and

WHEREAS, the parties desire to set forth their respective certifications, covenants, and remedies with respect to terrorism-related matters in a binding written agreement.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings:

a) "Terrorist Activity" means any act, attempt, planning, or preparation to use violence or the threat of violence to intimidate or coerce a civilian population or government, or the provision of material support, resources, or services to persons or organizations engaged in such acts, as prohibited under applicable law or regulation.

b) "Restricted Person" means any individual or entity that is designated, listed, or otherwise subject to restrictions or prohibitions under applicable sanctions, terrorist designation lists, or similar restrictive measures administered by competent authorities.

2. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to the other party as of the date of execution and continuing throughout the term of any related transaction that:

(a) Neither the party nor, to the party's knowledge, any of its owners, officers, directors, employees, agents, or affiliates is a Restricted Person, nor is the party directly or indirectly controlled by, owned by, or acting on behalf of a Restricted Person.

(b) The party has not provided and will not provide material support, financing, training, personnel, equipment, or any other resources to any person or organization engaged in Terrorist Activity.

(c) The party will comply with all applicable laws, regulations, and governmental orders relating to sanctions, export controls, and counter-terrorism measures that apply to its performance under any agreement between the parties.

3. COVENANTS

Each party covenants that it will implement and maintain reasonable internal controls and screening procedures designed to ensure compliance with the representations and warranties set forth in Section 2 and will not knowingly enter into any transaction that would cause a breach of those representations and warranties.

If a party obtains knowledge or has reasonable grounds to suspect that any of the representations in Section 2 are or may be untrue, that party shall: (i) immediately cease any further performance that would be affected by such inaccuracy; and (ii) promptly notify the other party in writing in accordance with Section 11.

4. NOTIFICATION AND COOPERATION

Upon becoming aware of any actual or suspected association with Terrorist Activity or a Restricted Person, the affected party shall provide notice to the other party within calendar days and shall cooperate in good faith with any reasonable inquiry, investigation, or remedial action requested by the non-affected party or appropriate authorities.

5. INDEMNIFICATION

Each party (the Indemnifying Party) shall indemnify, defend, and hold harmless the other party (the Indemnified Party), its affiliates, and their respective officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and investigation costs) arising out of or resulting from: (a) the Indemnifying Party's breach of any representation, warranty or covenant in this Agreement; or (b) any claim that the Indemnifying Party provided material support to, or engaged in transactions with, a Restricted Person or in support of Terrorist Activity.

The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought and shall allow the Indemnifying Party to assume defense and settlement of such claim, provided that the Indemnified Party may engage separate counsel at its expense and participate in such defense.

6. TERM AND TERMINATION

This Agreement shall commence on the date first written above and shall remain in effect for the duration of any underlying transactions between the parties and for a period of two (2) years thereafter, unless sooner terminated by mutual written agreement or as otherwise provided herein.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any representation or covenant contained herein and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

7. REMEDIES

Remedies under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. The non-breaching party may suspend performance, seek injunctive relief, terminate related agreements, and pursue damages as appropriate.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the jurisdiction specified by the parties at execution, without regard to principles of conflicts of law. The parties agree that all disputes arising under or relating to this Agreement shall be resolved in the courts of that jurisdiction unless the parties agree otherwise in writing.

9. ENTIRE AGREEMENT

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

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that as closely as possible effects the parties' original intent.

11. NOTICES

Notices to Party A

Notices to Party B

12. AMENDMENTS; WAIVER; COUNTERPARTS

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 under this Agreement shall operate as a waiver thereof. 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.

13. ADDITIONAL CERTIFICATIONS

Each party certifies that any certifications, questionnaires, or disclosures provided to the other party regarding sanctions, restricted parties, or counter-terrorism compliance are true, complete, and correct as of the date provided and will be updated promptly in the event of any material change.

The parties further acknowledge that false statements or failures to disclose material facts related to Terrorist Activity or Restricted Persons may constitute a material breach and may expose the responsible party to civil and criminal liability under applicable law.

14. SUPPLEMENTAL INFORMATION

Describe any pre-existing flags, investigations, or voluntary disclosures related to terrorism compliance (if none, enter "None"):

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