Brokerage Compliance Agreement

BROKERAGE COMPLIANCE AGREEMENT

This Brokerage Compliance Agreement (the Agreement) is entered into as of by and between Brokerage Name: with principal office at ("Brokerage"), and Registered Representative: ("Representative"). Each of Brokerage and Representative is a Party and collectively the Parties.

RECITALS

WHEREAS, Brokerage operates as a securities broker-dealer and maintains written policies and procedures designed to ensure compliance with applicable securities laws, rules, and regulatory requirements; and

WHEREAS, Representative is engaged in activities on behalf of Brokerage that involve solicitation, negotiation, execution, or servicing of securities transactions and other brokerage services; and

WHEREAS, the Parties desire to set forth certain compliance obligations, reporting requirements, and the means by which Brokerage will monitor, audit, and enforce compliance by Representative.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms have the meanings set forth below:

(a) "Policies" means the written compliance manuals, procedures, codes of conduct, supervisory protocols, and any amendments thereto issued by Brokerage and made applicable to Representative.

(b) "Regulatory Requirements" means all applicable federal and state securities laws, rules, regulations, and self-regulatory organization rules applicable to Brokerage or Representative.

2. COMPLIANCE OBLIGATIONS

Representative shall at all times comply with the Policies and Regulatory Requirements in the performance of activities on behalf of Brokerage. Representative shall promptly observe supervisory directives issued by Brokerage and shall not engage in any activity that would, in Brokerage's reasonable judgment, expose Brokerage to increased regulatory risk or potential liability.

Representative affirms that Representative's current license, registration, and disclosure status is as follows: License/Registration Number: ; Issuing State(s):

3. POLICIES, PROCEDURES AND SUPERVISION

Representative shall familiarize himself or herself with all Policies and will complete any mandatory compliance training required by Brokerage. Brokerage shall retain final authority to determine supervisory measures and to direct corrective action. Representative shall cooperate with any supervisory or investigatory process, including interviews, production of documents, and remedial training.

4. REPORTING AND DISCLOSURES

Representative shall notify Brokerage in writing within days of any event that materially affects Representative's registrations, disciplinary history, legal proceedings, change of address, change of legal name, or any other matter required to be disclosed under Regulatory Requirements or Brokerage Policies.

Notification shall be delivered to the Brokerage Compliance Officer as set forth in the Notices section of this Agreement.

5. TRAINING AND CERTIFICATION

Representative agrees to participate in such compliance training as Brokerage reasonably requires. Representative shall execute any written certifications required by Brokerage confirming knowledge of and adherence to the Policies and Regulatory Requirements.

6. RECORDKEEPING AND AUDITS

Representative shall maintain accurate books and records relating to brokerage activities for the period required by law and shall produce such records to Brokerage upon request. Brokerage or its authorized representatives shall have the right to inspect, copy, and audit such records during normal business hours upon reasonable notice.

Representative acknowledges that failure to maintain records or to cooperate with audits constitutes a material breach of this Agreement.

7. CONFIDENTIALITY

Representative shall treat all non-public information received from Brokerage or its clients as confidential and shall not disclose such information except as required by Regulatory Requirements or as necessary to perform authorized brokerage activities. The obligations of confidentiality survive termination of this Agreement.

8. DISCIPLINE, SANCTIONS, AND REMEDIES

Brokerage may impose disciplinary measures, including suspension of privileges, reassignment of accounts, fines, or termination of this Agreement, for violations of the Policies or Regulatory Requirements. Such disciplinary measures shall be in addition to any civil or criminal remedies available to Brokerage or regulators.

9. INDEMNIFICATION

Representative shall indemnify, defend, and hold harmless Brokerage and its affiliates, officers, directors, and employees from and against any losses, claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of Representative's breach of this Agreement, willful misconduct, gross negligence, or violation of Regulatory Requirements. Brokerage shall promptly notify Representative of any claim for which indemnity is sought and shall reasonably cooperate in the defense.

10. INSURANCE

Representative shall maintain such insurance coverage as required by Brokerage or by Regulatory Requirements and shall provide proof of such insurance upon Brokerage's request.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated by either Party upon days' prior written notice to the other Party. Notwithstanding the foregoing, Brokerage may terminate this Agreement immediately for cause, including but not limited to breaches of the Policies or Regulatory Requirements.

12. NOTICES

Notices shall be effective upon receipt when delivered personally, by a nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses listed above or such other address as a Party designates by written notice.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to that State's conflict of laws principles. The Parties agree that injunctive or equitable relief is available to enforce the terms of this Agreement in addition to any other remedies at law or in equity.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. CERTIFICATIONS AND REPRESENTATIONS

Representative represents and warrants that all information provided to Brokerage in connection with onboarding and continued eligibility, including registration and disciplinary history, is true, complete, and accurate. Representative agrees to promptly correct any errors and to promptly provide updated information.

16. ACKNOWLEDGMENT

By signing below, Representative acknowledges receipt of and agreement to comply with the Policies and Regulatory Requirements and affirms that Representative has had the opportunity to ask questions regarding the scope of compliance obligations and supervisory procedures. Representative further acknowledges that failure to comply may result in disciplinary action, including termination.

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