Legal Wire Fraud Document

Wire Fraud Acknowledgment and Indemnity Agreement

This Wire Fraud Acknowledgment and Indemnity Agreement (the "Agreement") is made as of Effective Date: by and between Claimant Name: with principal address: (hereinafter "Claimant"), and Respondent Name: with principal address: (hereinafter "Respondent"). Each of Claimant and Respondent may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, on or about Date of Incident: a funds transfer intended for Claimant was misdirected or lost as a result of fraudulent electronic instructions or unauthorized interception (the "Fraudulent Wire");

WHEREAS, the Parties desire to document the facts, allocate responsibility, and establish obligations with respect to recovery, repayment, indemnity, cooperation with investigations, and mitigation of loss arising from the Fraudulent Wire; and

WHEREAS, Respondent has acknowledged receipt of funds or has been believed to be the recipient of funds traceable to the Fraudulent Wire and Claimant requires an enforceable agreement to secure recovery and indemnity.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: "Claimant Losses" means any losses, liabilities, damages, costs, fees (including reasonable attorneys' fees), expenses or judgments incurred by Claimant arising out of or relating to the Fraudulent Wire. "Recovered Funds" means funds recovered by any means that are traceable to the Fraudulent Wire.

2. ACKNOWLEDGMENT OF FACTS

Respondent hereby acknowledges that Respondent has been notified of the alleged Fraudulent Wire in the amount of Amount: and that such transfer is the subject of claim by Claimant. Respondent acknowledges that Respondent has an obligation to account for any Recovered Funds and to cooperate with lawful recovery efforts.

3. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full corporate or individual power and authority to enter into and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement has been duly authorized and does not violate any law, agreement or instrument binding on such Party; and (c) no other authorization, consent or approval from any third party is required to make this Agreement binding.

4. OBLIGATION TO REPAY AND DISTRIBUTION OF RECOVERED FUNDS

Respondent agrees that any Recovered Funds in Respondent's possession that are traceable to the Fraudulent Wire shall be held in trust for Claimant and promptly returned to Claimant in the full amount of such Recovered Funds, less any amounts that Claimant expressly agrees in writing to permit Respondent to retain. If recovered funds are insufficient to make Claimant whole, Respondent shall cooperate in good faith in further recovery efforts.

5. PAYMENT TERMS

If Respondent does not have immediate Recovered Funds, Respondent shall, within Days to Repay: calendar days after execution of this Agreement, deliver to Claimant either (a) payment in the amount of Amount to Repay: by wire transfer to Account Number (last 4): at Bank Name: ; or (b) a written plan acceptable to Claimant for securing recovery from other sources. All amounts payable under this Agreement shall be paid in United States dollars.

6. COOPERATION WITH INVESTIGATION

Respondent shall cooperate fully and in good faith with Claimant and any law enforcement agencies, financial institutions, and counsel in any investigation or litigation relating to the Fraudulent Wire. Cooperation shall include prompt preservation and production of records, sworn statements where appropriate, and availability for interviews and testimony as reasonably requested.

7. CONFIDENTIALITY; NON-ADMISSION

Except as required by law or as necessary to enforce this Agreement or to pursue recovery, the Parties agree to keep the terms, negotiations, and non-public facts relating to the Fraudulent Wire confidential. This Agreement is not an admission of liability by any Party for any purpose, and any disclosures made in connection with enforcement or recovery shall not be deemed an admission.

8. INDEMNIFICATION

Respondent shall indemnify, defend and hold harmless Claimant and its officers, directors, employees and agents from and against any and all Claimant Losses arising out of or relating to Respondent's receipt, retention, disposition or mishandling of funds traceable to the Fraudulent Wire, except to the extent such Claimant Losses result from Claimant's gross negligence or willful misconduct.

9. ATTORNEYS' FEES AND COSTS

The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees, costs, and expenses incurred in connection with such enforcement in addition to any other relief awarded.

10. NOTICES

11. REMEDIES; EQUITABLE RELIEF

The Parties acknowledge that money damages may be inadequate to remedy a breach of this Agreement and that Claimant shall be entitled to seek injunctive relief, appointment of a constructive trust, accounting, or other equitable remedies, in addition to any other remedies at law or in equity, without posting bond.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing State: without regard to conflicts of law principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in a writing signed by both Parties. No failure or delay by any Party in exercising any right or remedy shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and facsimile or electronic signatures shall be binding.

15. ADDITIONAL FACTUAL STATEMENTS

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