THIS AGREEMENT is hereby entered into on the XXXX
BETWEEN
- XXXX, a limited liability Company, whose address is at VVVV ZZZZZ hereinafter referred to as (“Company”)
AND
- [Insert Trader Name] whose address is at [insert Address] hereinafter referred to as (“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 Trader’s Name]
WHEREAS, the Company wishes to engage Trader’s services, and Trader wishes to accept such engagement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
- 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.
- 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.
- DESCRIPTION OF SERVICES:
- a) Scope of Services. Trader shall provide the following services to the Company as described in any attached supplements to this Agreement:
(i). Managing the Company’s funds.
(ii). Trading in Forex on behalf of the Company using the funds deposited with the trader by the Company.
(iii). Trading in Forex while ensuring that drawdown does not exceed 12%. In case of drawdown reaching this level, the Trader shall consult with the Company to determine the next steps.
(iv). Submitting verified trading results to the Company weekly for the services furnished during the previous week in connection with the services performed.
(v). Providing verified monthly progress reports on portfolio progress and current market conditions.
- b) Method of Performing Services. Subject to the terms and provisions of this agreement, Trader shall determine the method, details, and means of performing the services to be carried out under this agreement.
- c) Reporting. Trader shall provide monthly progress reports to the Company regarding the services performed.
- AMOUNTS DEPOSITED WITH THE TRADER:
- a) Pursuant to this agreement, the Company shall deposit a minimum of One Hundred Thousand Pounds (£100,000.00) with the Trader.
- b) The Company can make a withdrawal of any amount from the Company trading account with no limitations. The withdrawal process shall take between 3-10 days to be deposited into the Company account. Any duration beyond the stated timeline, unless previously agreed upon, shall be deemed a breach of this Agreement.
- COMPENSATION:
- a) Fees. Trader’s compensation for all services performed shall be a [insert percentage] Performance Fee on profits generated by the Trader from the amount invested by the Company and a [insert percentage] annual Management Fee on the total account balance.
- b) Invoices. Trader shall provide verified trading results to Company weekly for the services rendered during the prior week in connection with the services performed.
- C) Date for Payment of Compensation. The Company shall pay the [insert percentage] Performance fee on profits at the end of [insert period], unless otherwise stipulated in this Agreement.
- d) Expenses. Except as otherwise specified in this Agreement, Trader shall bear all the costs and expenses associated with the performance of services for Company, including all costs incurred by Trader to conduct business.
- TERMS AND TERMINATION:
- a) This Agreement shall be effective from the date first shown above (“Effective Date”) and shall be for a period of twelve (12) months commencing on November 29th, 2022, and ending on November 29th, 2023. The Agreement shall automatically renew unless terminated by the Company during or at the end of the Contract period.
- b) This Agreement may be terminated:
(i) By mutual written consent of the 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. If the breach is capable of cure, the non-breaching party shall provide written notice of such breach to the breaching party, and the breaching party shall have thirty (30) business days to cure the breach to the reasonable satisfaction of the non-breaching party; or
(iii) By the Company instructing an immediate termination of the Contract and liquidation of funds held in the trading account.
- c) Effect of Termination. Upon termination or expiration of the Agreement, the provisions of this Agreement shall no longer have any force or effect. Upon termination of the Agreement, the Company shall:
(i) Pay the earned but unpaid portion of the Fee to Trader no later than [insert number] days after the date of termination, prorated through the date of termination; and
(ii) Reimburse Trader for all expenses properly incurred prior to the date of termination, in accordance with Section 5(b).
- TRADER’S REPRESENTATIONS:
Trader warrants, represents, and agrees that it possesses full power and authority to enter into and fully perform this Agreement. Trader affirms that it has not entered into any other agreement or understanding with any person, firm, or corporation that may interfere with its obligations under this Agreement. Trader further represents and warrants that:
- The disclosure of any information by Trader to Company in connection with the Services will not contravene any confidentiality obligation Trader may have to any third party;
- Trader will provide its Services in good faith commercial efforts and in accordance with the highest industry standards prevailing for comparable services and will perform the Services in a professional and workmanlike manner;
- Trader will comply with all applicable state laws, ordinances, rules, regulations, and orders where its Services are being performed; and
- Trader has obtained or will duly obtain all necessary licenses, permits, and authority required by the government rules, regulations, or ordinances covering its provision of Services under this Agreement.
- NO CONFLICT WITH NDA:
The Company and the Trader acknowledge that they may have previously entered into or may enter into a Non-Disclosure Agreement (NDA) in connection with their business dealings. Both parties agree that this Agreement and any addendums will not contradict the terms of any NDA between them. If there is any inconsistency between the provisions of this Agreement and any NDA between the parties, the terms of the NDA shall take precedence. This Agreement and any addendums do not waive, modify, or release any obligations or restrictions under any NDA between the parties, and both parties shall continue to comply with all the terms and conditions of such NDA. This provision will remain in effect even after the termination or expiration of this Agreement.
- SPLITING OF PROFIT:
The Parties hereby agree to split the profits from the sale of the Product by [insert percentage]. The Parties shall receive their respective shares of profits in accordance with the terms of this Agreement. Profits shall be calculated after all relevant expenses, taxes, and fees have been deducted. The Parties shall maintain complete and accurate records of all profits earned and shall provide such records to the other Party upon request. Any disagreements related to the profit sharing shall be resolved in accordance with the dispute resolution clause set forth in this Agreement.
- MANAGEMENT COMPENSATION:
The Trader agrees that the Company is entitled to receive a management fee equivalent to [insert percentage or flat fee] of the total revenue generated from the business operations governed by this Agreement. This management fee shall be paid on a monthly basis and will be computed and remitted within ten (10) business days after each month-end. The Trader commits to paying the management fee to the Company in accordance with the terms of this Agreement.
- PAYMENT STRUCTURE:
The Company agrees to pay the Trader for services rendered under this Agreement on a monthly basis. Payment shall be made on the last Friday of every month, beginning on the last Friday of the month following the commencement of the Services. If the last Friday of the month falls on a holiday or weekend, payment shall be made on the next business day. Payment shall be made within ten (10) business days after the end of the month in which the Services were rendered. The Trader shall invoice the Company for the Services performed, and the invoice shall include a detailed breakdown of the Services provided and the corresponding charges. The Parties agree that payment shall be made in accordance with the terms of this Agreement.
- PERFORMANCE FEE RENEGOTIATION:
The Parties acknowledge that the performance fee set forth in this Agreement is based on the current equity of the business. In the event of any increase or decrease in equity, the Parties reserve the right to renegotiate the performance fee in good faith and with reasonable notice to the other Party. If any Party elects to step away from this tri-party Agreement, this Agreement shall automatically become a dual-party Agreement between the remaining Parties. Any renegotiation of the performance fee or change in the number of Parties to this Agreement shall be in writing and signed by all remaining Parties.
- 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.
- 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
- Breach of any term, representation or warranty made hereunder, or
- 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 defense 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.
- INSURANCE:
Trader agrees to maintain during the term of this Agreement, at its expense,
- Commercial general liability insurance, and;
- 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 Trader’s obligations, including, without limitation, its obligation to indemnify under this Agreement.
- 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.
- 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 [insert number] days after such sale, transfer or disposition, and COMPANY shall be given sixty [insert number] 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.
- 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 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
- 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.
- MISCELLANEOUS:
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.
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.
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.
Non-Compete:
During the Term, and for a period of [ insert number] 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.
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.
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.
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.
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.
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.
SIGNED by the parties: )
……………………………. ) _________________
(XXXX- COMPANY) Signature
Date: ……………………….
AND
……………………………….. )_________________
(NAME OF TRADER-TRADER) Signature
Date: ……………………….
AND
……………………………….. )_________________
(NAME OF TRADER-TRADER) Signature
Date: ……………………….