Miscellaneous SAR and TC Agreement

MISCELLANEOUS SAR AND TC AGREEMENT

This Miscellaneous SAR and TC Agreement (the Agreement) is entered into effective as of by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client engages Service Provider to prepare, file and manage Suspicious Activity Reports ("SARs") and related Transaction Confirmations ("TCs") with respect to transactions identified by Client, and Service Provider has the expertise and systems necessary to perform such services in accordance with applicable law and industry standards;

WHEREAS, the parties desire to set forth the scope of services, payment terms, confidentiality obligations and other terms governing the relationship between Client and Service Provider with respect to SAR and TC services; and

WHEREAS, the parties intend that this Agreement define the parties' obligations and allocate responsibilities for reporting, recordkeeping, notifications and fees related to SAR and TC activities.

SCOPE OF WORK

Service Provider shall, at minimum, perform the following duties in connection with SAR and TC services: (a) review and analyze transaction data provided by Client; (b) prepare SAR documentation that meets regulatory content and recordkeeping requirements; (c) prepare Transaction Confirmations as required; (d) deliver finalized reports to Client or file on Client's behalf where permitted and instructed; and (e) maintain secure records of SARs and TCs for a minimum retention period as required by applicable law.

PAYMENT TERMS

Payment Method: Check Wire Transfer ACH

If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay a late fee equal to per month on the unpaid balance, or the maximum rate permitted by law, whichever is less. In addition, Service Provider may suspend services for amounts past due following ten (10) days' written notice.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach, or immediately for cause if required by law or regulatory authority. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination, nor relieve Service Provider of any confidentiality or recordkeeping obligations specified herein.

CONFIDENTIALITY

Each party acknowledges that in connection with performance of this Agreement it may receive or have access to confidential or proprietary information ("Confidential Information") of the other party, including customer data, transaction records, SARs, TCs, analysis, internal procedures and other non-public business information. Recipient shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care as it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information shall not include information that is or becomes public through no fault of Recipient or is independently developed without use of the disclosing party's Confidential Information. Upon termination, Recipient shall promptly return or destroy Confidential Information as instructed by the disclosing party, subject to any legal or regulatory retention obligations.

COMPLIANCE, RECORDS AND COOPERATION

Service Provider shall perform services in compliance with applicable statutes, regulations and industry standards governing the filing and handling of SARs and related communications. Client shall provide all information and documentation reasonably necessary for Service Provider to perform the services. Each party shall maintain accurate records of activities performed under this Agreement for a period required by applicable law and shall reasonably cooperate with audits or examinations relating to SAR and TC activities.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent such losses result from the other party's negligence or breach.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located within that state for resolution of disputes arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and written statements of work executed by the parties and expressly incorporated herein, constitutes the entire agreement between Client and Service Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be sent to the addresses above and shall be effective upon receipt when delivered by hand, overnight courier, or confirmed electronic transmission, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail return receipt requested.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger, sale of substantially all assets, or corporate reorganization provided the successor assumes the assigning party's obligations hereunder.

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