Legal Terrorism Form

Legal Terrorism Form

This Legal Terrorism Form (the "Form") is made effective as of by and between Client Name: with principal address: (hereinafter "Client") and Contractor Name: with principal address: (hereinafter "Provider").

RECITALS

WHEREAS, Client and Provider intend to engage in transactions and exchange information, services, or goods as described in Transaction Description:

WHEREAS, the parties require assurances and covenants from each other that neither party nor any of their owners, officers, or affiliates is engaged in, supporting, financing, or otherwise associated with terrorism, terrorist organizations, or unlawful acts of violence that would compromise compliance with applicable anti-terrorism or anti-financing laws; and

WHEREAS, the parties desire to set forth certain representations, warranties, covenants, and remedies in the event of any material breach relating to terrorism, sanctions, or illicit financing.

NOW THEREFORE

In consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Form, the following definitions apply:

"Terrorism" means conduct constituting an act of violence, intimidation, or coercion against persons or property that is intended to influence government policy, intimidate a civilian population, or further political, religious, or ideological objectives under applicable law.

"Restricted Person" means any person or entity that (a) is reasonably suspected of engaging in Terrorism, (b) is designated or otherwise identified by a competent authority as involved in Terrorism, or (c) is otherwise subject to restrictions under applicable anti-terrorism or anti-financing laws.

2. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that, as of the Effective Date and continuing during the term of any transaction between the parties: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) neither it nor any of its directors, officers, employees, agents, or beneficial owners is a Restricted Person or is engaged in or knowingly supports Terrorism; and (c) it is not subject to any sanctions, prohibitions, or restrictions under applicable law that would prevent performance of its obligations under this Form.

3. CERTIFICATIONS AND ACKNOWLEDGMENTS

Each party shall complete the certifications below by checking the applicable boxes and providing required contact information:

Corporation   Individual   Government Entity   Other

Corporation   Individual   Government Entity   Other

Certification: The certifying party affirms that it has conducted reasonable due diligence, and to the best of its knowledge and reasonable inquiry no party, intermediary, beneficial owner, or affiliate is a Restricted Person or engaged in Terrorism. The party further certifies that it will promptly notify the other party in writing upon becoming aware of any information that could cause the certifications to be incorrect.

4. COVENANTS

Each party covenants that it will: (a) comply with all applicable anti-terrorism, anti-financing, and sanctions laws; (b) maintain internal controls and screening procedures reasonably designed to identify and prevent dealings with Restricted Persons; and (c) not use the other party's funds, services, or products to facilitate Terrorism or any unlawful activity.

5. REPORTING AND NOTICE OBLIGATIONS

Each party shall provide immediate written notice to the other upon becoming aware of any fact or circumstance that could reasonably be expected to cause a representation or warranty to be incorrect, or that indicates a possible association with Terrorism or a Restricted Person.

6. AUDIT RIGHTS

Upon reasonable notice, and subject to confidentiality restrictions and protection of privileged materials, each party shall permit the other or its authorized representative to conduct audits or reviews of records and procedures relevant to compliance with the obligations set forth in this Form. Any audit shall be conducted during normal business hours and in a manner that minimizes disruption.

7. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents and affiliates (collectively, the "Indemnified Parties") from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any breach of the representations, warranties, or covenants contained in this Form relating to Terrorism or Restricted Persons; or (b) any claim that the Indemnifying Party has engaged in conduct that supports or facilitates Terrorism.

8. TERMINATION

Either party may terminate any affected transaction or this Form immediately upon written notice if the other party materially breaches a representation, warranty, or covenant concerning Terrorism or Restricted Persons. Termination under this Section shall be in addition to any other remedies available at law or in equity, including injunctive relief.

9. CONFIDENTIALITY

All notices, reports, and disclosures made pursuant to this Form shall be treated as confidential by the receiving party to the extent permitted by applicable law. Neither party shall disclose such information except as required by law, regulation, or authorized governmental or judicial process.

10. REMEDIES

The remedies provided in this Form are cumulative and in addition to any other rights and remedies available at law or in equity. A material breach of the anti-terrorism representations, warranties, or covenants shall be deemed an event causing irreparable harm for which monetary damages are an inadequate remedy.

11. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the notice addresses set forth below. Notice is effective upon personal delivery, confirmed overnight courier, or three business days after deposit in the mail postage prepaid.

12. GOVERNING LAW; VENUE

This Form shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the competent courts located in such jurisdiction for disputes arising out of or relating to this Form.

13. ENTIRE AGREEMENT; SEVERABILITY

This Form 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 Form is found invalid or unenforceable, that provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by authorized representatives of both parties. Failure to exercise any right shall not be a waiver of that right. This Form may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

15. ADDITIONAL DATA

CERTIFICATION AND AUTHORITY

The undersigned certify under penalty of perjury that they are authorized representatives of the parties identified herein, that the information contained in this Form is true, complete, and accurate to the best of their knowledge, and that they understand this Form creates binding contractual obligations between Client and Provider.

Sign Now