FINANCIAL ACCOUNT MANAGEMENT SERVICES AGREEMENT
This FINANCIAL ACCOUNT MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and
entered into as of [insert date] (the “Effective Date”), by and between Infinity Financial Management
LLC [insert name of your Company], a [insert state in which the Company is incorporated] limited liability
Client whose address and place of business is at [insert address] (the “Service Provider”), and [insert
name of Client], whose address for the purposes of this agreement is at [insert client’s address] (the
“Client”). Service Provider and the Client are sometimes referred to herein individually as a “Party” and
collectively as the “Parties.”
WHEREAS, the Client desires to retain Service Provider to provide certain Account Management services
to the Client, and Service Provider is willing to provide such Account Management services to the Client,
upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the terms and conditions hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto hereby agree as follows:
1. Retention of Service Provider; Services. The Client hereby retains Service Provider, and Service
Provider hereby agrees, to provide to the Client certain Account Management support services
(the “Services”) which include, without limitation, the following:
i. The Service Provider shall provide Client with a platform to purchase a subscription from
the Service Provider’s website and this gives Client access to Service Provider’s
membership portal.
ii. Once the Client has access of the Service Provider’s membership portal, the Service
Provider shall then enable the Client to set up an account with a 3 rd Party Broker and
then Service Provider shall will manage and trade the Client’s account on behalf of the
Client.
iii. [Specify the services]
The Parties agree that the Services shall be provided by the employees of Service Provider listed
on Schedule A hereto or their replacements (the “Employees”), or third-party providers hired by Service
Provider.
2. Relationship of the Parties. At no time shall the Employees, any independent contractors
engaged by Service Provider and/or the employees of any such independent contractors be
considered employees of the Client. Service Provider shall be responsible for complying with all
federal, state and local labor and tax laws and regulations with respect to Employees. This
Agreement is not one of agency between Service Provider and the Client, but one in which
Service Provider is engaged to provide Account Management services as an independent
contractor. All employment arrangements are therefore solely Service Provider’s concern, and
the Client shall not have any liability with respect thereto except as otherwise expressly set forth
herein.
3. Duties of Service Provider.
3.1 Service Provider will perform, or cause to be performed, the Services hereunder with not
less than the degree of care, skill and diligence with which it performs or would perform
similar services for itself consistent with past practices (including, without limitation, with
respect to the type, quantity, quality and timeliness of such services). If the Service Provider
is required to engage third parties to perform one or more of the Services required
hereunder, Service Provider shall use all commercially reasonable efforts to cause such third
parties to deliver such Services in a competent and timely fashion.
3.2 Service Provider shall maintain books, records, documents and other written evidence,
consistent with its normal accounting procedures and practices, sufficient to accurately,
completely and properly reflect the performance of the Services hereunder and the
amounts due in accordance with any provision of this Agreement (collectively, the “Services
Evidence”).
4. Term.
4.1 The term of this Agreement shall commence as of the Effective Date and shall continue in
effect for [insert period in years] years (the “Initial Term”), and thereafter shall be
automatically renewed upon the same terms and conditions set forth herein for subsequent
one year terms (each, a “Renewal Term”) unless Service Provider or the Client gives notice
in writing within 90 days before the expiration of the Initial Term or any Renewal Term of its
desire to terminate this Agreement; provided, however, that either the Client or Service
Provider will have the right to terminate this Agreement following a breach of a material
term of this Agreement by the other party hereto and a failure to cure such breach within
30 days following written notice thereof. The Initial Term and any Renewal Terms are
referred to herein collectively as the “Term”.
4.2 Notwithstanding Section 4.1, the Parties agree that this Agreement will terminate upon
(i) the liquidation or dissolution of the Client, (ii) the sale of all or substantially all of the
assets of the Client to a third party or (iii) the sale of control the Client, whether by sale of
membership interests, merger, reorganization, consolidation or otherwise, to a third party.
5. Compensation.
5.1 Service Fees. As consideration for the performance of the Services, the Client shall pay the
Service Provider [insert amount] for the initial purchase for the services;
5.2 Refund. The client acknowledges that the initial purchase for the services before
subscription is refundable after 45 days of service, but will result in Client being banned and
blacklisted from Service Provider’s system for any future purchases;
5.3 Subscription to the Service. The Client acknowledges that that if they elect to Subscribe to
the Services, they shall not be entitled to a refundable as provided for in 5.2 above, but they
are allowed to cancel the services at any time.
5.4 Form of Payment. Each cash payment made pursuant to this Agreement will be paid by wire
transfer of immediately available federal funds to such account as Service Provider may
specify to the Client in writing prior to such payment.
6. Disclaimer.
6.1 The Client acknowledges and agrees that the Service Provider is not liable or responsible for
any 3rd party prop firm fee or refund imposed on them.
6.2 The Client acknowledges and agrees that the Service Provider cannot guarantee an exact
fixed earnings amount per month.
6.3 The Client acknowledges and agrees that that the Service Provider is not responsible for any
financial crisis & black swan events that take part during the phase passing challenge or
funded accounts.
6.4 The Client acknowledges and agrees that the Service Provider is not liable for any challenge
failures due to Client’s intervention during the evaluation phases and further that the
Service Provider is not responsible for any losses incurred to accounts as a result of
customer intervention.
6.5 The Client acknowledges and agrees that Past performance is no indication of future
performance and that they are responsible for their own risk management and account
control.
7. Confidentiality and Non-Disclosure. Client and the Service Provider acknowledge and agree that
during the Service Provider’s service with the Client, the Client will have access to Confidential
Information relating to the Service Provider. The Client agrees that the obligations set forth in
this Section 7 are necessary to preserve the confidential and proprietary nature of Confidential
Information and to protect the Service Provider and its Affiliates against harmful solicitation and
other actions by the Client that would result in serious adverse consequences for the Service
Provider and its Affiliates. For purposes of this Agreement, “Confidential Information” means all
non-public information concerning trade secrets, know-how, software, developments,
inventions, processes, technology, designs, financial data, strategic business plans or any
proprietary or confidential information, documents or materials in any form or media, including
any of the foregoing relating to research, operations, finances, current and proposed products
and services, vendors, customers, advertising and marketing, and other non-public, proprietary,
and confidential information of the Service Provider or its Affiliates. Notwithstanding anything
to the contrary contained herein, the general skills, knowledge and experience gained during
the Service Provider’s service with the Client, information publicly available or generally known
within the industry or trade in which the Service Provider competes and information or
knowledge possessed by the Client prior to his/her engagement with the Service Provider shall
not be considered Confidential Information.
8. Representations and Warranties. Service Provider hereby represent and warrant to the Client
that, as of the date hereof and continuing throughout the term of this Agreement, it is not and
will not be in any way restricted or prohibited, contractually or otherwise, from entering into
this Agreement or performing the services contemplated hereunder.
9. Assignment. Neither Party may assign any of its rights or delegate any of its duties under this
Agreement without the prior written consent of the other Party.
10. Choice of Law. Except as set forth below, this Agreement shall be construed and interpreted,
and the rights of the Parties shall be governed by the laws of the State of [insert state in which
your company is incorporated in] without giving effect to conflicts of laws rules and principles
that require the application of the laws of any other jurisdiction.
11. Entire Agreement; Amendments and Waivers. This Agreement, together with all Schedules
hereto, constitute the entire agreement between the Parties pertaining to the subject matter
hereof and supersede all prior and contemporaneous agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties, and there are no other warranties,
representations or other agreements between the parties in connection with the subject matter
hereof. No amendment, supplement, modification or waiver of this Agreement shall be binding
unless executed in writing by all Parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed to constitute a waiver of any other provision hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless expressly agreed to in
writing by the affected Party.
12. References; Headings; Interpretation. All references in this Agreement to Exhibits, Articles,
Sections, subsections and other subdivisions refer to the corresponding Exhibits, Articles,
Sections, subsections and other subdivisions of or to this Agreement unless expressly provided
otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other
subdivisions of this Agreement are for convenience only, do not constitute any part of this
Agreement, and shall be disregarded in construing the language hereof. The words “this
Agreement,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly so limited. The
words “this Article,” “this Section” and “this subsection” and words of similar import refer only
to the Article, Section or subsection hereof in which such words occur. The word “or” is not
exclusive, and the word “including” (in its various forms) means “including, without limitation.”
Pronouns in masculine, feminine or neuter genders shall be construed to state and include any
other gender, and words, terms and titles (including terms defined herein) in the singular form
shall be construed to include the plural and vice versa, unless the context otherwise requires.
13. Notices. Unless otherwise provided herein, any notice, request, consent, instruction or other
document to be given hereunder by any Party hereto to another Party hereto shall be in writing
and will be deemed given: (a) when received, if delivered personally or by courier or by email; or
(b) on the date receipt is acknowledged, if delivered by certified mail, postage prepaid, return
receipt requested; or (c) one day after transmission, if sent by electronic mail transmission with
confirmation of transmission, as follows:
If to the Service Provider:
Infinity [insert full name of the company]
[insert address]
[insert email]
Attention: [insert name of representative]
If to the Client:
Infinity [insert name of the Client]
[insert address]
[insert email]
Attention: [insert name of representative]
14. Counterparts. This Agreement may be executed in one or more counterparts, including by
facsimile and portable document format (.pdf) delivery, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same instrument. The Parties
agree and acknowledge that delivery of a signature by facsimile or in .pdf form shall constitute
execution by such signatory.
15. Invalidity. In the event that any one or more of the provisions contained in this Agreement or in
any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement or any other such instrument, and such invalid, illegal or
unenforceable provision shall be interpreted so as to give the maximum effect of such provision
allowable by law.
16. Additional Documents. Each of the Parties hereto agree to execute any document or
documents that may be requested from time to time by the other Party to implement or
complete such Party’s obligations pursuant to this Agreement and to otherwise cooperate fully
with such other Party in connection with the performance of such Party’s obligations under this
Agreement.
17. Successors and Assigns. Except as herein otherwise specifically provided, this Agreement shall
be binding and inure to the benefit of the Parties and their successors and permitted assigns.
18. No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and
their successors and assigns permitted under this Agreement, and no provisions of this
Agreement shall be deemed to confer upon any other persons any remedy, claim, liability,
reimbursement, cause of action or other right except as expressly provided herein.
19. No Presumption Against Any Party. Neither this Agreement nor any uncertainty or ambiguity
herein shall be construed or resolved against any Party, whether under any rule of construction
or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties and
their counsel and shall be construed and interpreted according to the ordinary meaning of the
words used so as to fairly accomplish the purposes and intentions of all Parties hereto.
20. Specific Performance. The Parties acknowledge and agree that any Party would be damaged
irreparably in the event any of the provisions of this Agreement are not performed in
accordance with their specific terms or otherwise are breached. Accordingly, the Parties agree
that any Party shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and the terms and
provisions hereof as set forth in Section 20.
21. Dispute Resolution.
21.1 All or any disputes arising out of or touching upon or in relation to the terms and
conditions of this Agreement, including the interpretation and validity of the terms
thereof and the respective rights and obligations of the Parties, shall be settled
amicably by mutual discussion, failing which the same shall be resolved by final and
binding arbitration before a single independent and impartial arbitrator pursuant to the
Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in
effect. 20.2 The arbitrator may, unless consolidation would prejudice the rights of any
Party, consolidate an arbitration hereunder with arbitration(s) under the LLC Agreement
and any employment agreement entered into between a Seller and the Client if the
arbitrations raise common questions of law or fact. If two or more arbitral tribunals under
these agreements issue consolidation orders, the order issued first shall prevail.
21.2 The Parties undertake to keep confidential all awards in their arbitration, together will all
materials in the proceedings created for the purpose of the arbitration and all other
documents produced by another party in the proceedings not otherwise in the public
domain, save and to the extent that disclosure may be required of a Party by legal duty, to
protect or pursue a legal right or to enforce or challenge an award in legal proceedings
before a court or other judicial authority.
21.3 IN ENTERING INTO THE ARBITRATION PROVISION OF THIS SECTION 21, EACH PARTY TO
THIS AGREEMENT KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL,
INCLUDING ANY RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH
RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR ANY
ANCILLARY AGREEMENT REFERENCED HEREIN OR THE VALIDITY, PROTECTION,
INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and
year first written above.
/s/_______________________
[insert name of representative]
[insert full name of the company]
[Date]
/s/_______________________
[insert name of Client]
[insert full name of the company]
[Date]
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