Legal Terrorism Rejection Form

LEGAL TERRORISM REJECTION FORM

This Legal Terrorism Rejection Form (the "Form") is made effective as of by and between: Party A: , Entity Type: Individual Corporation Partnership Other, Address: and Party B: , Entity Type: Individual Corporation Partnership Other, Address: .

RECITALS

WHEREAS, each Party conducts business and enters into transactions that may involve the transfer of funds, goods, services, or information, and each Party wishes to establish and document its commitment to reject involvement with terrorism, terrorist financing, and persons or entities engaged in terrorist activities; and

WHEREAS, the Parties intend by this Form to set forth procedures, representations, covenants and remedies designed to prevent, detect and reject transactions linked to terrorism or to persons or entities that support, finance, plan, or engage in terrorist activities; and

WHEREAS, each Party represents that it will implement and maintain reasonable internal controls and screening procedures to effectuate the obligations in this Form.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Form: (a) "Terrorism" means acts intended to cause death or serious bodily injury to civilians or non-combatants, or significant property damage, when the purpose, in whole or in part, is to intimidate a population or influence the conduct of a government or an international organization; (b) "Terrorism-related Transaction" means any transfer of funds, assets, goods, services, or information to or from persons, entities, or organizations that engage in, finance, facilitate, or materially support Terrorism; and (c) "Designated Parties" means persons or entities that a Party knows, reasonably suspects, or has been informed in writing are engaged in Terrorism or Terrorism-related activities.

2. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that, to the best of its knowledge after conducting reasonable inquiry: (a) it is not a Designated Party; (b) it has not knowingly participated in any Terrorism-related Transaction; and (c) the information provided to the other Party in connection with transactions under this Form is true, complete and accurate in all material respects. Each Party's representative making these representations shall identify their position by entering Title:

3. COVENANT TO REJECT TERRORISM-RELATED TRANSACTIONS

Each Party covenants that it will: (a) refuse to engage in, process, fund, deliver, or accept any transaction that it knows or reasonably suspects to be a Terrorism-related Transaction; (b) immediately suspend and reject any payment, disbursement, or transfer that is tied to a Designated Party upon discovery or receipt of credible information suggesting such linkage; and (c) take all commercially reasonable steps to prevent the use of its accounts, assets, or services for Terrorism-related Transactions.

4. SCREENING, DUE DILIGENCE AND RECORDKEEPING

Each Party shall implement and maintain screening and due diligence procedures reasonably designed to detect and prevent Terrorism-related Transactions, including, where appropriate, customer identification, verification, enhanced due diligence for higher risk relationships, and ongoing monitoring. Records of such screening and any determinations or actions taken shall be retained for a minimum of years and shall be made available for inspection in accordance with Section 7.

5. NOTIFICATION AND COOPERATION

If a Party becomes aware of or reasonably suspects that a transaction involves a Designated Party or otherwise constitutes a Terrorism-related Transaction, that Party shall promptly provide written notice to the other Party and shall cooperate, at the requesting Party's expense unless otherwise required by law, in any investigation or remedial action, including preservation of records and provision of factual information.

6. AUDIT RIGHTS

Upon reasonable prior written notice, and not more frequently than once per calendar year except for good cause, a requesting Party may audit or inspect relevant records and procedures of the other Party to verify compliance with this Form. Audits shall be conducted during normal business hours and in a manner that minimizes disruption to the audited Party's operations. Audit contact for Party A:

Audit contact for Party B:

7. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Indemnifying Party's breach of any representation, warranty or covenant in this Form; or (b) the Indemnifying Party's knowing participation in a Terrorism-related Transaction.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a breach of Section 6 (Audit Rights) or Section 7 (Indemnification), neither Party shall be liable to the other for special, punitive, incidental, consequential, or exemplary damages, including lost profits, even if advised of the possibility of such damages.

9. TERM AND TERMINATION

This Form shall commence on the Effective Date and shall remain in force until terminated by mutual written agreement of the Parties or by either Party upon thirty (30) days' prior written notice to the other Party. Termination shall not relieve a Party of obligations or liabilities incurred prior to the effective date of termination, including obligations under Sections 4, 6 and 7.

10. NOTICES

All notices and other communications required or permitted under this Form shall be in writing and delivered to the designated notice address for each Party below. Notices shall be deemed given when delivered in person, sent by certified mail, or sent by overnight courier.

11. AMENDMENT, WAIVER AND COUNTERPARTS

This Form may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to conflicts of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Form constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, understandings and agreements, whether written or oral. If any provision of this Form is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14. REMEDIES

Remedies under this Form are cumulative and in addition to any other remedies available at law or in equity. Each Party acknowledges that a breach of certain covenants (including the obligation to refuse Terrorism-related Transactions) may cause irreparable harm for which monetary damages would be an inadequate remedy and that injunctive or other equitable relief may be appropriate.

15. ADDITIONAL INFORMATION

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