INVESTMENT TRADING SERVICES AGREEMENT

February 22, 2024

INVESTMENT TRADING SERVICES AGREEMENT

This (“Agreement”) is effective as of this [INSERT DATE] by and between XXXX , a limited liability company, having its principal address at ZZZZ(hereinafter “Company”), [INSERT ACCOUNT MANAGER’S NAME], an individual residing at [INSERT ADDRESS] (hereinafter referred to as the “Account Manager”),and [INSERT TRADER’S NAME] having its principal address at [INSERT ADDRESS] (hereinafter “Trader”) also individually referred to as “Party” and collectively referred to as “Parties”.

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 Company utilizes Account Managers to identify and engage Traders for executing investment strategies;

WHEREAS, the Trader is desirous of trading on behalf of the Company using the capital provided by the investors; and

WHEREAS, the Company wishes to engage the Trader’s services, and the Trader wishes to accept such engagement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

  1. DEFINITION OF PARTIES.

In this Agreement including the Recitals (unless the context otherwise requires), the following words and expressions have the following meanings:

  1. “Company” includes its subsidiaries and affiliates. To the extent that the Company subsidiary or affiliate obtains services hereunder, such subsidiary or affiliate shall be solely responsible for its obligations hereunder.

 

  1. “Trader” includes Trader’s employees, subcontractors, agents, and representatives.

 

  1. TRI-PARTY AGREEMENT.

This Agreement constitutes a tri-party agreement among the Company, the Account Manager, and the Trader. However, it is acknowledged that any Party may voluntarily withdraw from this Agreement. In the event of withdrawal, this Agreement shall become a dual-party agreement between the remaining two Parties.

  • 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.

  1. ACCOUNT MANAGER.

The Account Manager shall be responsible for identifying and engaging Traders to execute investment strategies on behalf of the Company. The Account Manager’s duties, responsibilities, and compensation shall be outlined in a separate Account Manager Agreement.

  1. DESCRIPTION OF SERVICES.

 

  1. Scope of Services.

The Trader shall perform for the Company the services listed below pursuant to, and as described in, any supplements to this Agreement:

  1. Manage the Company’s funds;

 

  1. Trade in Forex on behalf of the Company using the funds deposited with the Trader by the Company.

 

  • Trade in Forex with the aim of keeping drawdown below 12%. Should drawdown reach this level, the Trader shall consult with the Company to assess next steps.
  1. Submit verified trading results to the Company on a weekly basis for the Services performed during the prior week.

 

  1. Submit verified monthly progress reports on portfolio progress and current market conditions.

 

  1. Method of Performing Services.

Subject to the terms and provisions of this agreement, the Trader shall determine the method, details, and means of performing the services to be carried out under this Agreement.

The Trader shall make monthly progress reports to the Company with regards to the services performed.

  1. AMOUNTS DEPOSITED WITH THE TRADER.

 

  1. The Company shall deposit a minimum of One Hundred Thousand Pounds (£100,000.00) with the Trader pursuant to this Agreement.

 

  1. At any time, the Company may make a Withdrawal of any amount from the Company’s trading account with no limitations. Withdrawals will take 3-10 days to be deposited into the Company account, any longer unless previously agreed would be a breach of this Agreement.
  • AGREEMENT MANAGEMENT FEE.

The Company shall be entitled to a management fee, which will be deducted from the net profits generated by the Trader’s activities. The management fee amount and payment structure shall be defined in a separate Management Fee Agreement.

  • PROFIT SHARING.

 

  1. The Parties agree to a profit-sharing arrangement, whereby the Trader shall be entitled to [INSERT PERCENTAGE] of the net profits generated from their trading activities.

 

  1. The specific calculation and distribution methodology shall be outlined in a separate Profit-Sharing Agreement.

 

  1. COMPENSATION.

 

The rates for all the services performed by the Trader shall be 5% Performance Fee on profits made by the Trader from the amount invested by the Company and a 1% annual Management Fee on the total account balance.

The Trader shall submit verified trading results to the Company weekly for the Services performed during the prior week.

  1. Payment Structure.

Payments to the Trader, including profits and any applicable management fees, shall be made on a monthly basis. The payment schedule shall be as follows:

  1. Payments shall be made on the last Friday of every month.

 

  1. The Company agrees to process and release payments within 10 business days following the payment due date.

 

Except as otherwise set forth in this Agreement, the Trader shall be responsible for all costs and expenses incidental to the performance of services for the Company, including all costs incurred by Trader to do the business.

  1. RENEGOTIATION OF PERFORMANCE FEE.

The Company reserves the right to renegotiate the performance fee structure in the event of any significant equity increase or decrease. The renegotiation shall be conducted in good faith and with due consideration to the overall interests of all Parties involved.

  • TERMS AND TERMINATION.

This Agreement shall become effective on the date first shown above (“Effective Date”) and shall remain in effect for twelve (12) months commencing on the [INSERT DATE] and ending on the [INSERT DATE], and shall be auto-renewable, unless terminated by the Company at or during the period of the Agreement.

This Agreement may be terminated by:

  1. the mutual, written consent of the Parties; or

 

  1. 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; or

 

  • by the Company instructing an immediate termination of the Agreement and liquidation of funds held in the trading account.

 

  1. Effect of Termination.

 

  1. In the event that this Agreement is terminated or expires, the provisions of this Agreement shall no longer have any force or effect.

 

  1. Upon termination of this Agreement, the Company shall:

 

  • pay to the 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

 

  • shall reimburse the Trader, in accordance with Clause IX. (d), for all expenses properly incurred prior to the date of termination.

 

  • TRADER’S REPRESENTATIONS.

 

  1. The Trader represents, warrants and agrees that it has full power and authority to enter into, and fully perform, this Agreement and that no agreement or understanding with any other person, firm or corporation exists or shall exist which would interfere with the Trader’s obligations hereunder.

 

  1. The Trader further represents and warrants that:
  2. the disclosure to the Company of any information by the Trader in connection with the Services does not contravene any confidentiality obligation that the Trader may have to any third party;

 

  1. the Trader shall 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;

 

  • the 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

 

  1. the Trader has or shall 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.

 

  1. INDEMNIFICATION.

 

  1. The Trader shall indemnify, defend and hold the 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 the Trader’s performance under this Agreement, whether the result of any actual or alleged:

 

  1. breach of any term, representation or warranty made hereunder; or

 

  1. act or deed, whether by way of tort or contract, committed or omitted by the Trader, its employees, agents or subcontractors in their performance under this Agreement.

 

  1. The Company shall provide the Trader with prompt written notice of any such claim and, with respect to third party claims, allow the Trader to control the defense and all related settlement negotiations, provided that no settlement may impose any obligations whatsoever upon the Company other than the payment of money (which shall be paid by the Trader as indemnitor), without the Company’s written consent, which may be withheld in the Company’s sole discretion.

 

  1. INSURANCE.

 

  1. The Trader agrees to maintain during the term of this Agreement, at its expense:

 

  1. commercial general liability insurance; and

 

  1. where applicable, professional liability/errors and omissions insurance, each with limits of the total fund amount per occurrence, which insurance shall include a contractual liability endorsement covering the Trader’s obligations, including, without limitation, its obligation to indemnify under this Agreement.

 

  1. CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT.

 

  1. The Parties 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.

 

  1. All confidential information provided by a Party hereto shall be used by the other Party 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.

 

  1. 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.

 

  1. The Parties acknowledge and agree that any information, data, or trade secrets shared among them shall be subject to the terms of a separate Non-Disclosure Agreement (NDA). The NDA shall govern the confidentiality obligations and prevent conflicts regarding the disclosure of proprietary information.

 

  • INDEPENDENT CONTRACTOR.

 

  1. Nothing contained herein shall be deemed or construed to create any partnership or joint venture between the Company and the Trader.

 

  1. All activities by the Trader, or its subcontractors, under the terms of this Agreement shall be carried out by the Trader, or its subcontractors, as an Independent Contractor and not as an agent for or an employee of the Company.

 

  1. Unless elsewhere stated in this Agreement, the Trader shall have no authority to act on behalf of the Company or to bind the Company directly or indirectly.

 

  1. The Company may elect to contract directly with third party subcontractors that are assisting in the performance of the services for which the Trader has been engaged.

 

  1. Under no circumstances shall any employee of the Trader or employee of its subcontractors be deemed or construed to be an employee of the Company, nor shall the Trader and the Company be deemed to be co-employers of any employee or subcontractor.

 

  1. The Company shall not be liable for any injuries or damages incurred by the Trader, or its subcontractors, as a result of its activities in the performance of this Agreement.

 

  1. The Trader shall be solely responsible for payment of compensation to its personnel.

 

  1. The Trader shall pay and report, for all personnel assigned to the Company’s work, state income tax withholding, social security taxes, and unemployment insurance applicable to such personnel as employees of the Trader.

 

  1. The 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.

 

  • ASSIGNMENT.

 

  1. The Trader acknowledges that the services to be rendered by it to the Company are unique and personal.

 

  1. If, at any time during this Agreement, the Trader elects to sell, transfer or otherwise dispose of its business (by sale, merger, etc.), the Trader shall notify the Company within thirty (30) days after such sale, transfer or disposition, and the Company shall be given sixty (60) days after receipt of such written notice to terminate this Agreement.

 

  1. The Trader may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Company, nor may the Trader subcontract any portion of the Services.

 

  1. This Agreement shall inure to the benefit of the Company and the Trader and to the Company’s successors, assigns or affiliates.

 

  • FORCE MAJEURE.

 

  1. 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.

 

  1. The disabled Party shall make all reasonable efforts to remove such disability within thirty (30) days of giving notice of such disability.

 

  1. If the disability continues for more than ten (10) days after the cessation of the reason for such disability, the nondisabled 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.

 

  1. NOTICES

 

  1. All notices, reports, consents and receipts shall be in writing and shall be deemed duly given on:

 

  1. the date of personal or overnight courier delivery; or

 

  1. the date of transmission by electronic mail service, addressed as provided in the first part of this Agreement.

 

  1. Either Party may change its mailing address by written notice to the other Party in accordance with this Clause.

 

  • MISCELLANEOUS.

 

  1. 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.

 

  1. 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 shall 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.

 

  1. 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.

 

  1. Non-Compete. During the Term, and for a period of one (1) year thereafter, the Trader shall not, without the Company’s prior written approval, provide to a competitor of the Company products or services substantially similar to the products and/or services the Trader shall provide to the Company.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. 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.

 

  1. Attorney Review. The 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.

The undersigned Company agrees to the terms herein and acknowledges hereof:

Name: __________________

Signature: __________________

The undersigned Account Manager agrees to the terms herein and acknowledges hereof:

Name: __________________

Signature: __________________

The undersigned Trader agrees to the terms herein and acknowledges hereof:

Name: __________________

Signature: __________________

 

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