This Trading Agreement (“Agreement”) is made and entered into as of [DATE] by and among XXXX, a limited liability Company, whose address is at XXXX Main Street, XXXX or “Company”) and [TRADER NAME] (“Trader”), also individually referred to as “Party” and collectively as “Parties”.
RECITALS
WHEREAS XXXX is an investment and forex trading company that engages in trading activities in various markets;
WHEREAS, Trader desires to enter into an agreement with FFFF to trade on behalf of KKKK in accordance with the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
DESCRIPTION OF SERVICES
- a) Scope of Services. The Trader shall provide the following services to the Company as described in any attached supplements to this Agreement:
(i) Managing the Company’s funds: The Trader shall manage the Company’s funds, which shall be used to trade in Forex on behalf of the Company. The Trader shall ensure that the funds are managed in accordance with the objectives and risk tolerance of the Company.
(ii) Trading in Forex on behalf of the Company using the funds deposited with the Trader by the Company: The Trader shall trade in Forex on behalf of the Company using the funds deposited by the Company with the Trader. The Trader shall use reasonable efforts to achieve profitable trading results.
(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: The Trader shall ensure that drawdown, defined as the difference between the peak value of the portfolio and the subsequent trough before a new peak is reached, does not exceed 12%. In the event that drawdown reaches this level, the Trader shall consult with the Company to determine the next steps.
(iv) Weekly Submission of Verified Trading Results: The Trader agrees to submit verified trading results to the Company on a weekly basis, unless the results are tracked in-house. The Trader shall ensure that all submitted trading results are accompanied by any necessary explanations and justifications.
The verified trading results must include all relevant information regarding the Trader’s trading activities, including but not limited to profits, losses, trades executed, and any other pertinent data deemed necessary by the Company. The Trader must ensure that all submitted information is accurate and truthful to the best of their knowledge.
In the event that the Trader fails to submit the verified trading results within the stipulated time frame or provides incomplete or inaccurate information, the Company reserves the right to take any necessary action, including but not limited to withholding payments, suspending or terminating the Agreement, and pursuing legal action for breach of contract.
(v) Providing verified monthly progress reports on portfolio progress and current market conditions: The Trader shall provide verified monthly progress reports on the portfolio progress and current market conditions to the Company. The reports shall include any necessary explanations and justifications.
- b) 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 use reasonable efforts to perform the services in a professional and efficient manner, consistent with industry standards. The Trader shall keep the Company informed of any material developments or changes in the services being performed. The Trader shall comply with all applicable laws, rules, and regulations in the performance of the services.
ACCOUNT DEPOSITS
- a) Pursuant to this agreement, the Company shall deposit a minimum of One Thousand Pounds (£1,000.00) with the Trader within ten (10) business days of the Effective Date of this agreement.
- b) The Company reserves the right to withdraw funds from the trading account at any time, without limitation, provided that the amount to be withdrawn does not exceed the available balance in the trading account. Any such withdrawal made by the Company shall not affect the Trader’s entitlement to their share of the profits earned in accordance with the profit split outlined in this Agreement. The Trader shall be notified of any withdrawals made by the Company from the trading account within a reasonable timeframe following the transaction.
- c) In the event that the Company fails to maintain the minimum deposit required under this Agreement, the Trader may, at its sole discretion, terminate this Agreement by giving the Company written notice of termination. Any profits earned by the Trader up to the date of termination shall be retained by the Trader as the agreed-upon performance fee.
- d) The Trader shall not be obligated to deposit any funds into the Company trading account, and shall bear no responsibility for any losses or damages arising from the Company’s failure to maintain sufficient funds in the account, except in cases of lack of margin or margin calls. The Trader shall be responsible for maintaining sufficient trading margin while adhering to the trading rules outlined in this Agreement.
ACCOUNT BALANCE INCREASE
- e) XXXX shall review the account progression and stability of the trading account on a regular basis and may, at its sole discretion, increase the account balance accordingly, with no maximum balance. Any increase in the account balance shall be made at the Company’s discretion and shall be communicated to the Trader in writing prior to the deposit being made into the trading account.
- f) The Trader shall be solely responsible for managing the increased account balance in accordance with the terms of this agreement. The Trader acknowledges that any losses incurred due to trading with the increased account balance shall not be the responsibility of KKKK
- g) In the event that KKKK determines that the account progression or stability does not justify an increase in the account balance, XXXX shall have no obligation to make any such increase, and the Trader shall continue to manage the trading account in accordance with the terms of this Agreement.
- h) Any profits earned by the Trader while trading with the increased account balance shall be subject to the same performance fee as set forth in this Agreement. The performance fee shall be calculated based on the net profits earned by the Trader, taking into account any increase in the account balance made by ZZZZ .
COMPENSATION
- a) Fees. The Trader’s compensation for all services performed shall be a Performance Fee of 20% on profits generated by the Trader from the amount invested by the Company.
- c) Date for Payment of Compensation. The Company shall calculate the Performance fee on profits on the last Friday of every month, unless otherwise stipulated in this Agreement.
- d) Expenses. Except as otherwise specified in this Agreement, the Trader shall bear all the costs and expenses associated with the performance of services for the Company, including all costs incurred by the Trader to conduct business.
- e) Compensation Review. KKKK reserves the right to review the performance of the Trader and adjust compensation accordingly. Any such adjustment will be made at the Company’s sole discretion and the Trader shall be notified prior to any deposit being made into the trading account. The Trader acknowledges and agrees that any increase or decrease in equity may result in a renegotiation of the Performance Fee.
TERMS AND TERMINATION
- a) Term. This Agreement shall be effective from the date first shown above (“Effective Date”) and shall be for a period of one (1) month rolling contract commencing on [insert date], The Agreement shall automatically renew unless terminated by the Company during or at the end of the Agreement period.
- b) Termination. This Agreement may be terminated:
(i) By mutual written consent of the Company and the Trader;
(ii) By the non-breaching Party upon the occurrence of a material 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 ten (10) business days to cure the breach to the reasonable satisfaction of the non-breaching Party;
(iii) By the Company instructing an immediate termination of the Agreement and liquidation of funds held in the trading account due to a breach of the Trader’s obligations under this Agreement, any unlawful activity by the Trader or any other reason which the Company deems sufficient.
- 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:
(i) The Trader shall immediately cease to act as a Trader on behalf of the Company;
(ii) The Company shall be entitled to the return of all funds held in the trading account including any profits earned up to the date of termination;
(iii) The Company shall pay the earned but unpaid portion of the Performance Fee to the Trader no later than ten (10) business days after the date of termination, prorated through the date of termination;
(iv) The Trader shall promptly deliver to the Company all documents, papers, and other materials of any nature in its possession or control that belong to the Company;
(v) The Trader shall cooperate fully with the Company in the orderly transfer of responsibilities to any successor trader designated by the Company;
(vi) The Company shall have no further obligations to the Trader except as provided in this Section 6.
NO CONFLICT WITH NDA
The Parties agree and acknowledge that this Agreement is subject to any existing non-disclosure agreements (“NDA”) that have been signed by both Parties prior to entering into this Agreement. To the extent that this Agreement conflicts with any of the terms of such previously executed NDAs, the terms of the NDA shall prevail.
Both Parties understand and agree that this clause is of critical importance, and any violation of the NDA will result in irreparable damage to the Parties. Therefore, any breach of the NDA by either Party will be subject to legal action, and the aggrieved Party shall be entitled to seek all available remedies at law or in equity.
The Parties agree to cooperate with each other and take all necessary steps to ensure that this Agreement does not violate any NDA and that all confidential information of the other Party is protected to the maximum extent allowed by law. Any disclosure of confidential information in violation of this Agreement shall constitute a material breach of this Agreement, and the aggrieved Party shall be entitled to pursue all available legal remedies, including but not limited to injunctive relief and damages.
Furthermore, the Parties agree that the obligations set forth in this section shall survive the termination or expiration of this Agreement, regardless of the reason for such termination or expiration.
PERFORMANCE FEE
The Trader shall be entitled to a pre-agreed share of the profits earned by XXXX from its trading activities, as follows:
* [INSERT PERCENTAGE]% of profits shall be paid to the Trader
KKKK shall be entitled to the remaining percentage of profits earned by the Trader, which shall be calculated on the last Friday of every month. The percentage of profits to be retained by XXXX shall be determined by subtracting the agreed profit share of the Trader from 100%. The remaining percentage of profits shall be paid to XXXX and shall not be subject to any further profit splits or deductions.
In the event of any disputes arising in relation to the calculation or payment of profits, the Parties shall cooperate in good faith to resolve such disputes in an amicable manner. In the event that the Parties are unable to resolve any such disputes amicably, the dispute shall be referred to an independent third party for resolution in accordance with the dispute resolution provisions of this Agreement.
PAYMENT STRUCTURE
- The profits earned by the Trader shall be calculated on the last Friday of every month, based on the performance of the trading account during the trading month.
- Payment shall be made within ten (10) working days following the last Friday of the trading month calculation, subject to any deductions or adjustments as may be necessary.
- The payment shall be made in line with the payment method chosen by the Trader, provided that such payment method is acceptable to KKKK in its sole discretion.
- If the Trader fails to complete the KYC process or provide any information required for the calculation of the profits within the stipulated time, XXXX reserves the right to delay the payment until such information is received.
- In the event that there is any dispute or disagreement between the Trader and KKKK with respect to the calculation of profits or the payment structure, such dispute or disagreement shall be resolved in accordance with the provisions of the dispute resolution clause of this Agreement.
- The payment structure set forth in this section may be modified or amended by XXXX in its sole discretion, subject to providing prior written notice to the Trader.
KYC PROCEDURE
- Before commencing trading, the Trader shall complete XXXX KYC process.
- The Trader shall provide the following information to KKKK for the KYC process:
- Full name
- Date of birth
- Address
- Contact information (phone number and email address)
- Government-issued identification document (e.g., passport or driver’s license)
- XXXX reserves the right to request additional information and documentation from the Trader during the KYC process.
- The Trader acknowledges that the KYC process is necessary for regulatory compliance and to prevent money laundering and other illegal activities.
- KKKK will keep all information and documentation provided by the Trader confidential, except as required by law or regulatory authority.
- The Trader agrees to notify ZZZZ promptly of any changes to the information provided during the KYC process.
- Failure to complete the KYC process or provide accurate and complete information may result in the suspension or termination of trading privileges with KKKK
- This KYC procedure shall be governed by and construed in accordance with the laws [INSERT STATE] instead of writing this [of the jurisdiction in which XXXX is located]. Any disputes arising out of or in connection with this KYC procedure shall be resolved in accordance with the dispute resolution provisions of the governing agreement between KKKK and Trader.
PARTIES ACKNOWLEDGMENT AND RENEGOTIATION OF PERFORMANCE FEE
The Trader acknowledges that the performance fee set forth in this Agreement is based on the current equity of the trading account. The Parties further acknowledge that XXXX reserves the right to renegotiate the performance fee in its sole discretion in the event of any increase or decrease in equity, with reasonable notice to the other Parties. Any renegotiation of the performance fee shall be done in good faith. If any Party elects to terminate this Agreement, this Agreement shall automatically become a dual-party Agreement between the remaining Parties, or be terminated if less than 2 parties remain. 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. Notwithstanding the foregoing, the Parties agree that the performance fee shall not be renegotiated more than once in any twelve-month period, except for the right of VVVV to renegotiate the performance fee following any equity increase or decrease.
WITHDRAWAL FROM AGREEMENT
If any Party to this Agreement wishes to withdraw from this tri-party Agreement, they may do so by providing written notice to the other Parties. In the event of such a withdrawal, this Agreement shall become a dual-party Agreement between the two remaining Parties.
ENTIRE AGREEMENT
This Agreement contains the entire understanding of the Parties hereto and supersedes all prior negotiations and understandings between the Parties relating to the subject matter hereof.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of Estonia.
GROSS MISCONDUCT
The Trader acknowledges that it is obligated to act in good faith and in the best interests of the Company. “Gross Misconduct” shall mean any fraudulent activity, misrepresentation, breach of fiduciary duty, theft, or other wrongful conduct committed.
If the Trader becomes aware of any gross misconduct by either Party, it shall immediately notify the Company in writing and provide all relevant details regarding such conduct. The Trader shall fully cooperate with the Company in any investigation and provide all necessary assistance and information.
The Company shall have the right to take any necessary action in response to such gross misconduct, including but not limited to terminating the use of the Trader, reporting the conduct to relevant authorities, and pursuing legal action against the Trader. The Company may, at its sole discretion, determine the appropriate action to be taken in response to such misconduct, and the Trader shall comply with such action.
Any gross misconduct committed by Trader, that leads to termination, will automatically make their part of this tri-part agreement null and void, and the agreement will continue as a dual-party agreement with the remaining 2 Parties.
INDEPENDENT CONTRACTORS
The Parties agree that Trader is an independent contractor and not an employee or agent of Company. 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. The Traders shall have no authority to act on behalf of the Company or to bind Company directly or indirectly unless specifically authorized in writing by the Company.
The Company may, at its discretion, engage third-party subcontractors to perform services related to this Agreement. Under no circumstances shall any employee of the Trader or employee of its subcontractors be deemed or construed to be an employee of Company, nor shall the Trader and the Company be deemed to be co-employers of any employee or subcontractor. The Company shall not be liable for any injuries or damages incurred by the Trader or its subcontractors as a result of their activities in the performance of this Agreement. The Trader shall be solely responsible for payment of compensation to its personnel and shall pay and report state income tax withholding, social security taxes, and unemployment insurance applicable to such personnel as employees of the Trader. 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.
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. The obligations of confidentiality shall survive the termination of this Agreement.
INDEMNIFICATION
The Trader shall indemnify, defend and hold the Company, its officers, directors, 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 (i) breach of any term, representation or warranty made hereunder, or (ii) act or omission, whether by way of tort or contract, committed or omitted by the Trader, its employees, agents or subcontractors in their performance under this Agreement. The Company shall provide the Trader prompt written notice of any such claim and, with respect to third party claims, allow the Trader to control the defence 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 at the Company’s sole discretion. The obligations of indemnification shall survive the termination of this Agreement.
SIGNATURES
This Agreement shall not be binding until executed by all Parties hereto. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
KKKK
Signature:
By: ___________________________
Name: _________________________
Title: __________________________
Date: ……………………….
(NAME OF [INSERT])
Signature:
By: ___________________________
Name: _________________________
Title: __________________________
Date: ……………………….
(NAME OF TRADER)
Signature:
By: ___________________________
Name: _________________________
Title: __________________________
Date: ……………………….
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