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The Paying Agency Agreement is essential for organizations operating in Saudi Arabia that require professional payment processing services. This document is typically used when a company needs to appoint a financial institution to manage and process payments on its behalf, whether for securities, sukuk (Islamic bonds), corporate payments, or other financial obligations. The agreement must align with Saudi Arabian law, including compliance with Sharia principles and SAMA regulations. It establishes the scope of the paying agent's authority, payment processing procedures, compliance requirements, and fee structures. The document is particularly important in the Saudi Arabian context due to specific regulatory requirements and the need to ensure all financial arrangements comply with Islamic finance principles.

1. Parties: Identification of the Principal, the Paying Agent, and any other relevant parties to the agreement

2. Background: Context of the agreement and general purpose of the paying agency arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Sharia compliance declarations

4. Appointment and Duration: Formal appointment of the paying agent, scope of authority, and term of the agreement

5. Duties and Responsibilities of the Paying Agent: Detailed obligations regarding payment processing, record keeping, and reporting

6. Payment Processing Procedures: Specific procedures for processing payments, including timing and method of payments

7. Fees and Expenses: Compensation structure for the paying agent and allocation of expenses

8. Compliance Requirements: Obligations regarding AML/CTF regulations, SAMA requirements, and other applicable laws

9. Records and Reporting: Requirements for maintaining records and providing reports to the principal

10. Representations and Warranties: Standard representations and warranties from both parties

11. Liability and Indemnification: Scope of liability and indemnification obligations

12. Termination: Grounds for termination and consequences

13. Confidentiality: Obligations regarding confidential information

14. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment