INVESTMENT TRADING SERVICES AGREEMENT
THIS AGREEMENT (“Agreement”) is effective as of this [insert date] by and between MAS
CAP FOR INVESTMENT IN COMMERCIAL ENTERPRISES MANAGEMENT & CO. LLC a
limited liability Company, whose address is at [insert address] (“Company”), and
AMAZONITE GROUP LLC, whose address is at Hunkins Waterfront Plaza Suite 556,
Main Street, Charlestown, Nevis. (“Trader”).
RECITALS
WHEREAS, the Company is an investment company engaged in the business of
investing the pooled capital of investors in financial securities, and has multiple
investment arms, including Forex Trading;
WHEREAS, the Trader [insert details/description of the Trader]
WHEREAS, the Company wishes to engage Trader’s services, and Trader wishes to
accept such engagement;
NOW, THEREFORE, COMPANY and Trader agree as follows:
1. DEFINITION OF PARTIES. In this Agreement, the term “Trader” includes Trader’s
employees, subcontractors, agents, and representatives. The term “COMPANY” includes
subsidiaries and affiliates. To the extent a COMPANY subsidiary or affiliate obtains
services hereunder, such subsidiary or affiliate shall be solely responsible for its
obligations hereunder.
2. TRADER’S LICENSE AND COMPANY’S REGISTRATION. The traders license and
registration details, as well as the Company’s Registration details are attached to this
agreement as Appendix 1.
3. DESCRIPTION OF SERVICES.
3.1 Services. Trader shall perform for Company the services listed below pursuant to,
and as described in, any supplements to this Agreement.
i. Manage the Company’s funds.
ii. Trade in Forex on behalf of the company using the funds deposited with the
trader by the company.
iii. [list the services to be performed by the Trader]
3.2 Method of Performing Services. Subject to the terms and provisions of this
agreement, Trader will determine the method, details, and means of performing the
services to be carried out under this agreement.
3.3 Reporting. Trader shall make regular reports to the Company with regards to the
services performed.
4. AMOUNTS DEPOSITED WITH THE TRADER.
4.1 The Company shall deposit a minimum of Five Thousand Pounds (£5,000.00) with
the Trader pursuant to this agreement.
4.2 At any time, the Company can make a Minimum withdrawal Five Thousand Pounds
(£5,000.00) from the Trader.
5. COMPENSATION.
5.1 Fees. The rates for all services performed by Trader shall be 20% Performance fee
on profits made by the Trader from the amount invested by the Company.
5.2 Invoices. Trader shall submit invoices to Company weekly for the Services furnished
during the prior week in connection with the services performed.
5.3 Date for Payment of Compensation. Company shall pay each invoice in full within
Ten (10) days after receipt unless otherwise set forth in this agreement.
5.4 Expenses. Except as otherwise set forth in this Agreement, Trader shall be
responsible for all costs and expenses incident to the performance of services for
Company, including all costs incurred by Trader to do business.
6. TERMS AND TERMINATION.
a) Term. This Agreement shall become effective on the date first shown above
(“Effective Date”) and shall be for [insert period] period commencing on [insert
commencement date] and ending on [insert end date], renewable, unless terminated
in accordance with Section 5(b).
b) Termination. The Agreement may be terminated by: (i) the mutual, written consent of
Company and Trader; or (ii) by the non-breaching Party upon the occurrence of a
breach by the other Party in the performance of its obligations under this Agreement,
which breach (if capable of cure) is not cured to the reasonable satisfaction of the
non-breaching Party within Thirty (30) business days after the non-breaching Party
has delivered written notice of such breach to the breaching Party.
c) Effect of Termination. In the event the Agreement is terminated or expires, the
provisions of this Agreement, shall no longer have any force or effect. Upon the
termination of the Agreement, Company shall (i) pay to Trader, no later than Thirty
(30) days after the date of termination, the earned, but unpaid portion of the Fee,
prorated through the date of termination, and (ii) shall reimburse Trader, in
accordance with Section 5(b), for all expenses properly incurred prior to the date of
termination.
7. TRADER’S REPRESENTATIONS. Trader represents, warrants and agrees that it has
and will have full power and authority to enter into, and fully to perform, this Agreement
and that no agreement or understanding with any other person, firm or corporation exists
or will exist which would interfere with Trader’s obligations hereunder. Trader further
represents and warrants that (i) the disclosure to Company of any information by Trader
in connection with the Services does not contravene any confidentiality obligation Trader
may have to any third party; (ii) Trader will use good faith commercial efforts in providing
its Services hereunder in accordance with the highest industry standards prevailing for
comparable services and will provide the Services in a professional and workmanlike
manner; (iii) Trader shall comply with all applicable State Laws, ordinances, rules,
regulations, and orders of the state and locality where its Services are being performed;
and (iv) Trader has or will duly obtain any and all licenses, permits, and authority
necessary or required by the Government rules, regulations or ordinances covering its
provision of Services hereunder.
8. INDEMNIFICATION. Trader shall indemnify, defend and hold Company, its employees
and agents harmless from and against any and all liabilities, damages, injuries, claims,
suits, judgments, causes of action and expenses (including reasonable attorneys’ fees,
court costs and out-of-pocket expenses) arising out of or incidental to Trader’s
performance under this Agreement, whether the result of any actual or alleged (i) breach
of any term, representation or warranty made hereunder, or (ii) act or deed, whether by
way of tort or contract, committed or omitted by Trader, its employees, agents or
subcontractors in their performance under this Agreement. Company shall provide Trader
prompt written notice of any such claim and, with respect to third party claims, allow
Trader to control the defence and all related settlement negotiations, provided that no
settlement may impose any obligations whatsoever upon Company other than the
payment of money (which shall be paid by Trader as indemnitor), without Company’s
written consent, which may be withheld in Company’s sole discretion.
9. INSURANCE. Trader agrees to maintain during the term of this Agreement, at its
expense, (i) commercial general liability insurance, and (ii) where applicable, professional
liability/errors and omissions insurance, each with limits of at least [insert amount] per
occurrence, which insurance shall include a contractual liability endorsement covering
Trader’s obligations, including, without limitation, its obligation to indemnify under this
Agreement. In addition, Trader shall maintain at all times during the term of this
Agreement, at its expense, automobile liability insurance with limits of at least [insert
amount] per occurrence insuring all owned, hired and non-owned vehicles, and worker’s
compensation insurance coverage in applicable state limits including coverage for
employers’ liability with limits of no less [insert amount] per occurrence.
10. CONFIDENTIALITY. The parties to this Agreement agree that each shall treat as
confidential all information provided by a party to the others regarding such party’s
business and operations, including without limitation the investment activities or holdings
of the Funds. All confidential information provided by a party hereto shall be used by any
other parties hereto solely for the purposes of rendering services pursuant to this
Agreement and, except as may be required in carrying out the terms of this Agreement,
shall not be disclosed to any third party without the prior consent of such providing party.
The foregoing shall not be applicable to any information that is publicly available when
provided or which thereafter becomes publicly available or which is required to be
disclosed by any regulatory authority in the lawful and appropriate exercise of its
jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.
11. INDEPENDENT CONTRACTORS. Nothing contained herein shall be deemed or
construed to create any partnership or joint venture between Company and Trader. All
activities by Trader, or its subcontractors, under the terms of this Agreement shall be
carried on by Trader, or its subcontractors, as an independent Contractor and not as an
agent for or employee of Company. Unless elsewhere stated in this Agreement, Trader
shall have no authority to act on behalf of Company or to bind Company directly or
indirectly. Company may elect to contract directly with third party subcontractors that are
assisting in the performance of the services for which Trader has been engaged. Under
no circumstances shall any employee of Trader or employee of its subcontractors be
deemed or construed to be an employee of Company, nor shall Trader and Company be
deemed to be co-employers of any employee or subcontractor. Company shall not be
liable for any injuries or damages incurred by Trader, or its subcontractors, as a result of
its activities in the performance of this Agreement. Trader shall be solely responsible for
payment of compensation to its personnel. Trader shall pay and report, for all personnel
assigned to Company’s work, state income tax withholding, social security taxes, and
unemployment insurance applicable to such personnel as employees of Trader. Trader
shall bear sole responsibility for any health or disability insurance, retirement benefits, or
other welfare or pension benefits, if any, to which such personnel may be entitled.
12. ASSIGNMENT. Trader acknowledges that the services to be rendered by it to company
are unique and personal. If, at any time during this Agreement, Trader elects to sell,
transfer or otherwise dispose of its business (by sale, merger, etc.), Trader shall notify
Company within Thirty (30) days after such sale, transfer or disposition, and COMPANY
shall be given sixty (60) days after receipt of such written notice to terminate this
Agreement. Trader may not assign any of its rights or delegate any of its obligations
under this Agreement without the prior written consent of Company, nor may Trader
subcontract any portion of the Services. This Agreement shall inure to the benefit of
Company and Trader and to Company’s successors, assigns or affiliates.
13. FORCE MAJEURE. If either party hereto is prevented from complying, either totally or in
part, with any of the terms or provisions of this Agreement by reason of acts of God, acts
of a public enemy, acts of any government agency or department thereof, quotas,
embargoes, acts of any person engaged in subversive activity or sabotage, fires, floods,
explosions, or other catastrophes, epidemics or quarantine restrictions, involuntary strikes
or other labor stoppages, slowdowns or disputes, or any other cause beyond the control
of the parties, then upon prompt written notice to the other party, the affected provisions
and/or other requirements of this Agreement shall be suspended during the period of
such disability. The disabled party shall make all reasonable efforts to remove such
disability within thirty (30) days of giving notice of such disability. If the disability continues
for more than ten (10) days after the cessation of the reason for such disability, the non-
disabled party shall have the right to terminate this Agreement immediately upon written
notice, and neither party shall thereafter have any further rights or obligations hereunder,
except as set forth in the surviving provisions
14. NOTICES. All notices, reports, consents and receipts shall be in writing and shall be
deemed duly given on (a) the date of personal or overnight courier delivery; (b) the date
of transmission by electronic mail service, addressed as provided in the first part of this
agreement. Either party may change its mailing address by written notice to the other
party in accordance with this Article.
15. MISCELLANEOUS.
15.1 Counterparts. This Agreement may be executed in counterparts, including by
means of telecopied signature pages, any one of which need not contain the
signature of more than one party, each of which shall be deemed an original, but all
of which together shall constitute the entire Agreement.
15.2 Entire Agreement/Waiver/Amendment. This document, including attachments and
exhibits hereto and any documents incorporated by reference herein, constitutes the
entire agreement and understanding between the parties regarding the subject
matter hereof, and supersedes and merges all prior discussions and all oral and/or
written agreements between them relating thereto. No waiver, modification or
amendment to this Agreement shall be valid unless in writing, signed by the parties
hereto. No usage of trade or course of dealing between or among any persons
having any interest in this Agreement will be deemed effective to modify, amend or
discharge any part of this Agreement or any rights or obligations of any party
hereunder. No failure or delay by either party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any
right, power or privilege.
15.3 Governing Law. This Agreement shall be governed by and construed in accordance
with the substantive laws, but not the laws of conflicts, of the Great Britain. Any
dispute, controversy, difference, or issue that may arise between the parties arising
out of or relating to this Agreement shall be heard and determined exclusively in the
Great Britain, and each party hereby waives and relinquishes all right to attack or
vacate the jurisdiction or suitability of such forum or venue.
15.4 Non-Compete. During the Term, and for a period of one (1) year thereafter, Trader
shall not, without Company’s prior written approval, provide to a competitor of
COMPANY products or services substantially similar to the products and/or services
Trader shall provide to COMPANY.
15.5 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this Agreement shall be found to be illegal or invalid under applicable
law, such provision shall be either modified to conform to applicable law or
considered ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. If the finding of illegality or invalidity has a material impact upon the
economic expectation of the parties hereto, the parties agree to make appropriate
modifications to this Agreement to take such impact into account.
15.6 Survival. The provisions of this Agreement concerning confidentiality,
representations and warranties, intellectual and other property rights, work product
ownership, right to audit, indemnification, insurance, dispute resolution (if any) and
this subsection regarding survival, shall survive any termination of this Agreement.
15.7 Preamble/Headings. The preamble is hereby incorporated in and made a part of this
Agreement. The headings and subheadings appearing at the beginning of each
section and each subsection are for convenience purposes only and are not a
substantive part of this Agreement.
15.8 Advertising and Publicity. Neither party shall use the name or trademarks of, or
refer to or identify, the other party in publicity releases, or promotional or marketing
materials or correspondence to others without first securing the written consent of
such other party.
15.9 Attorney Review. Trader acknowledges that it has had an opportunity to consult with
an attorney of its choice regarding the contents, subject matter, and desirability of
entering into this Agreement and any and all collateral documents which may be
necessary to carry out the intent of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement by their authorized
representatives.
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