Legal Wiring Fraud Advisory Form

LEGAL WIRING FRAUD ADVISORY FORM

This Legal Wiring Fraud Advisory Form ("Advisory") is entered into by and between Client Name: with Address: ("Client") and Company Name: acting through Authorized Representative: ("Company"). Effective Date: .

RECITALS

WHEREAS, the Company provides payment, escrow, wire transfer facilitation, settlement coordination or related financial services and, in connection therewith, may deliver wiring instructions or other payment directions to the Client; and

WHEREAS, recent incidents of fraud have involved deceptive changes to wiring instructions conveyed by electronic mail or other means and have resulted in misdirected transfers and loss of funds; and

WHEREAS, the parties intend to record certain procedures, warnings, representations and allocation of risk with respect to wire transfers and the verification of wiring instructions;

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

1. DEFINITIONS

For purposes of this Advisory, the following terms have the following meanings: "Wiring Instructions" means any bank account numbers, bank names, intermediary banks, routing numbers, SWIFT or IBAN identifiers, beneficiary names or other information required to effect an electronic funds transfer. "Authorized Contact" means the individual(s) the Client has designated in writing to receive and confirm Wiring Instructions and to provide approvals for transfers.

2. ADVISORY: WARNING OF WIRING FRAUD

The Client acknowledges receipt of the following express written advisory: wiring instructions may be intercepted, altered, or falsified by third parties and electronic communications (including email and text messages) can be compromised. The Client understands that the Company will not be responsible for transfers made to accounts resulting from fraudulent or unauthenticated communications unless the Company has failed to follow the verification procedures expressly set forth in Section 4 below.

3. CLIENT REPRESENTATIONS AND WARRANTIES

The Client represents and warrants that: (a) the person executing this Advisory on behalf of the Client has the authority to bind the Client; (b) the Client has designated the Authorized Contact(s) below and will keep such designations current; and (c) the Client will follow the verification procedures set forth herein prior to authorizing any wire transfer.

4. PROCEDURES AND VERIFICATION

The parties agree the following procedures constitute the minimum required verification steps for any Wiring Instructions: (a) prior to effecting a wire, the Client shall verify Wiring Instructions by telephone using a pre-existing, independently confirmed telephone number for the Authorized Contact or the recipient; (b) the Client shall not rely solely on email instructions or on purported changes to previously provided Wiring Instructions unless such changes are confirmed by the verification method required herein; (c) the Client shall use individual security passphrases or two-factor authentication procedures where offered and shall not disclose such passphrases by email.

The Client further acknowledges and accepts that the failure to follow the verification procedures described above may result in loss of funds and may alter the allocation of liability under Section 7 (Indemnification and Liability).

5. WIRING INSTRUCTIONS TO BE USED

The Client acknowledges receipt of the following Wiring Instructions and agrees to verify any future changes to these instructions by the procedures above prior to authorizing transfers.

6. NOTICE OF CHANGE TO WIRING INSTRUCTIONS

Any change to established Wiring Instructions must be made in writing and confirmed by the verification method set forth in Section 4 before any transfer shall be initiated. The Company shall have no obligation to act on or honor change requests transmitted only by email or by an email domain that differs from previously used communication channels without independent verification.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

The Client agrees to indemnify, defend and hold harmless the Company and its affiliates, directors, officers and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's failure to follow the verification procedures set forth in this Advisory; (b) reliance on fraudulent Wiring Instructions that were not independently verified as required; or (c) unauthorized access to the Client's email or communications systems. The Company's liability for direct damages arising from its gross negligence or willful misconduct shall not be limited by this Advisory. In no event shall the Company be liable for consequential, incidental, punitive or special damages.

8. REMEDIES

The parties agree that injunctive relief and specific performance are available remedies for breaches involving attempts to cause transfers by fraud or misrepresentation. The existence of any remedy shall not preclude the pursuit of any other remedy available at law or in equity.

9. CONFIDENTIALITY

The parties shall keep Wiring Instructions and related account information confidential and shall use commercially reasonable measures to protect such information from unauthorized access.

10. NOTICES

All notices required or permitted under this Advisory must be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, or by email where the recipient previously agreed to email as an acceptable method and the sender retains evidence of delivery.

11. GOVERNING LAW; VENUE

This Advisory shall be governed by and construed in accordance with the laws of the State of: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county where the Company maintains its principal place of business for any dispute arising out of or relating to this Advisory.

12. ENTIRE AGREEMENT

This Advisory constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating to wiring instructions and verification procedures.

13. SEVERABILITY

If any provision of this Advisory is determined to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be interpreted so as to effectuate the original intent of the parties to the greatest extent permitted by law.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Advisory shall be effective unless in writing and signed by both parties. Failure to enforce any right or provision hereunder shall not constitute a waiver of such right or provision. This Advisory may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. ACKNOWLEDGMENT AND CERTIFICATION

By signing below the Client acknowledges that it has read and understands this Advisory, has received the warnings it contains concerning wiring fraud, and agrees to follow the verification procedures set forth herein. The Client further certifies that the Authorized Contact(s) named above are correct and that the Client will promptly notify the Company in writing of any change in Authorized Contacts or notice addresses.

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