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The Exchange Agent Agreement is a critical document used in the Philippine financial services sector when a principal entity wishes to appoint an agent to conduct currency exchange services on its behalf. This agreement is particularly important given the strict regulatory environment in the Philippines, where foreign exchange transactions are closely monitored by the Bangko Sentral ng Pilipinas (BSP). The document needs to comply with the Securities Regulation Code, the Anti-Money Laundering Act, and various BSP circulars governing foreign exchange dealings. It typically includes detailed provisions on operational procedures, compliance requirements, risk management, reporting obligations, and commission structures. The agreement is essential for financial institutions expanding their currency exchange networks and for businesses seeking to provide authorized foreign exchange services in compliance with Philippine regulations.

1. Parties: Identifies and provides details of the principal and the exchange agent, including their registered addresses and company registration numbers

2. Background: Sets out the context of the agreement, including the principal's business, the agent's qualifications, and the purpose of the arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Appointment and Scope: Details the formal appointment of the exchange agent and the scope of authorized services

5. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated

6. Agent's Obligations: Lists the core duties and responsibilities of the exchange agent, including compliance requirements

7. Principal's Obligations: Outlines the responsibilities of the principal, including provision of necessary information and support

8. Fees and Payment Terms: Details the compensation structure, payment mechanics, and related financial terms

9. Compliance Requirements: Specifies obligations regarding AML, KYC, and other regulatory requirements under Philippine law

10. Reporting and Records: Sets out the agent's reporting obligations and record-keeping requirements

11. Confidentiality: Establishes obligations regarding the protection of confidential information

12. Representations and Warranties: Contains standard and specific warranties from both parties

13. Liability and Indemnification: Defines the extent of liability and indemnification obligations of both parties

14. Force Majeure: Addresses circumstances beyond parties' control that may affect performance

15. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes