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Business Market Makers Agreement

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BUSINESS MARKET MAKERS AGREEMENT

This Business Market Makers Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Client Name: (the "Client"), and Market Maker Name: (the "Market Maker"). Each of the Client and the Market Maker may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Client desires to engage the Market Maker to provide market making, liquidity provision, and related advisory services in connection with the Client's business and securities as described in this Agreement; and

WHEREAS, the Market Maker represents that it has the experience, personnel and resources necessary to provide such services and is willing to perform such services pursuant to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1. SCOPE OF WORK

The Market Maker will provide market making services, including but not limited to quoting bid and ask prices, maintaining specified minimum quoted sizes, providing continuous two-sided markets, facilitating orderly trading, and advising on liquidity strategies as further described below.

2. PAYMENT TERMS

As consideration for the services rendered by the Market Maker, the Client shall pay the Market Maker in accordance with the fee structure below.

Late payments shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower.

3. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for a period of 30 days after written notice specifying the breach.

4. CONFIDENTIALITY

Each Party acknowledges that in the course of performing under this Agreement it may receive or have access to confidential, proprietary or non-public information of the other Party ("Confidential Information"). Each Party agrees: (a) to hold such Confidential Information in confidence; (b) not to disclose it to any third party except as permitted by this Agreement; and (c) to use it only for the purposes of performing under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving Party; (ii) was lawfully in the receiving Party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of years following termination.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations hereunder. The Market Maker further represents that it will perform the services in a professional and workmanlike manner and in compliance with applicable laws, rules and regulations.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of its representations, warranties or covenants, or from its gross negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO THE MARKET MAKER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. COMPLIANCE WITH LAWS

The Parties shall comply with all applicable laws, regulations and rules in performing their obligations under this Agreement. The Market Maker shall maintain any licenses, registrations or approvals required to perform the market making services contemplated by this Agreement.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either Party may designate by notice in accordance with this Section. Notices are effective upon receipt.

9. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations under this Agreement.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved by final and binding arbitration unless the Parties expressly agree otherwise in writing.

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to such subject matter. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

12. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

The Parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms.

Client

Printed Name:

By:

Date:

Market Maker

Printed Name:

By:

Date:

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What the Business Market Makers Agreement Is and When It’s Used

A Business Market Makers Agreement is a contractual arrangement that defines the relationship between a market maker service provider and a business that engages liquidity, pricing support, or distribution services. Typically the agreement describes the parties, scope of services, fees and payment terms, exclusivity or non-exclusivity, performance metrics, indemnities, confidentiality, intellectual property rights, and termination conditions. This document allocates commercial risk, sets reporting obligations and establishes remedies for breach. It is used across finance, trading platforms, and marketplaces to formalize market-making activities and to ensure regulatory and operational clarity for both sides.

Why a Clear Agreement Matters for Market-Making Relationships

A well-drafted Business Market Makers Agreement reduces ambiguity about responsibilities, pricing, and risk allocation while supporting regulatory compliance. Clear terms speed dispute resolution and help both parties demonstrate commercial intent and operational controls.

Why a Clear Agreement Matters for Market-Making Relationships

Who Typically Prepares and Signs This Agreement

Parties should involve legal, compliance, and the business unit during drafting to ensure the agreement aligns with regulatory obligations and commercial practice.

  • Trading Firms and Market Makers — Commercial desks and market-making entities that set quoting obligations and fee schedules.
  • Broker‑Dealers and Exchanges — Channels that require formal service level and compliance commitments for listed instruments.
  • Platform Operators and Marketplaces — Operators who engage market-making to improve liquidity and price discovery.

Who Signs and What Their Roles Are

Authorized Officer

Typically a C-level executive or delegated officer with corporate signing authority; their signature binds the company and confirms delegated approvals, budget authority, and acceptance of contractual liabilities.

Compliance or Counsel

In-house counsel or compliance officer usually reviews regulatory clauses, AML/KYC duties, and risk allocations; they may sign to attest compliance controls or be listed as the contract administrator.

Step-by-Step: Completing a Business Market Makers Agreement

Follow these sequential steps to prepare, review, and execute the agreement while preserving enforceability and auditability.

  • 01
    1. Identify Parties: Enter full legal names and entity types.
  • 02
    2. Define Services: Describe market‑making scope, instruments, and obligations.
  • 03
    3. Set Fees: State fee schedules, payment timings, and adjustments.
  • 04
    4. Add Compliance Terms: Include AML, reporting, and regulatory notice clauses.

Configuring an Online Signing Workflow

Set up fields and authentication to match your operational and compliance needs before sending the document for signature.

Field Configuration
Authentication Choose email link, SMS code, or stronger methods.
Conditional Fields Show or hide sections based on earlier responses.
Bulk Send Use for many recipients with identical fields.
Integrations Connect to CRM or storage systems for archiving.

Digital Signing and eSubmission Considerations

Ensure your platform supports audit trails, tamper-evident PDF output, and secure archival to preserve evidentiary value and compliance.

  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • File Formats: PDF, DOCX, and HTML accepted
  • Authentication: Email, SMS code, or advanced methods

eSignature Vendor Comparison for Executing a Business Market Makers Agreement

A neutral feature and price snapshot can inform which eSignature option fits volume, compliance, and budget constraints. Do not rely solely on table entries for procurement decisions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no credit card Check vendor Check vendor Check vendor Check vendor
Bulk Send Available (Business Premium) Check vendor Check vendor Check vendor Check vendor
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA required) Check vendor Check vendor Check vendor Check vendor
Envelope Cap No envelope cap 100 envelopes/user/year Check vendor Check vendor Check vendor

Security and Compliance Features to Preserve Legal Validity

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Certifications: SOC 2 Type II and ISO 27001 certified
Privacy Laws: GDPR and CCPA compliance
Regulatory Support: ESIGN, UETA, 21 CFR Part 11 readiness
Healthcare: HIPAA support with BAA available
Accessibility: WCAG 2.0 Level AA compliant

Legal and Financial Risks of Errors or Noncompliance

Tax Penalties: $60–$330 per late 1099, escalating by filing window
Intentional Disregard: $660+ per form with no maximum
I-9 Violations: $281–$2,789 per paperwork violation
Contractual Liability: Unclear clauses increase breach and indemnity exposure
Data Breach: Regulatory fines and remediation costs
Execution Defects: Improper signing may render agreement unenforceable

Common Preparation Mistakes to Avoid

  • Using informal or abbreviated party names that do not match formation documents, which can create enforceability disputes and tax reporting errors.
  • Leaving scope or performance metrics vague, leading to disagreement over obligations and potential litigation.
  • Failing to specify governing law and dispute resolution, which can complicate cross‑jurisdiction enforcement and venue selection.
  • Neglecting to align confidentiality, IP assignment, and data handling terms with applicable regulatory obligations like HIPAA or securities rules.

Real-World Examples of Market-Making Agreements in Use

Illustrative customer scenarios show how agreements are applied across different operational contexts and integrate with digital signing.

Optica Ventures (COO Brian Fitzgibbons)

Optica formalized market-making obligations to improve pricing consistency.

  • The agreement defined quoting windows and penalties.
  • As a result, operational clarity reduced dispute resolution time and improved counterpart confidence while preserving audit trails for regulatory review.

Xerox (Director Kodi-Marie Evans)

Xerox used integration with its ERP to automate fee invoices.

  • Signatures were captured electronically.
  • Automating signing and routing reduced manual processing, ensured consistent clause application across units, and simplified archival for compliance audits.

Practical Tips to Prepare a Clear, Enforceable Agreement

Adopt these drafting and execution practices to reduce downstream risk and improve operational use of the agreement.

Use Precise Definitions
Define key terms such as 'Market Maker', 'Eligible Instruments', and 'Trading Day' up front so obligations and measurement methods are consistent throughout the contract.
Document Workflows
Map signature order, approval thresholds, and document storage locations before sending to avoid routing errors and ensure audit readiness.
Align Compliance Clauses
Include AML, KYC, recordkeeping, and reporting obligations that match the parties’ regulatory footprint to avoid gaps in legal responsibility.
Archive Signed Records
Store tamper-evident signed PDFs with audit trails and retain them according to legal retention schedules to preserve evidentiary value.

How to Amend or Update a Business Market Makers Agreement

Follow a controlled amendment workflow to ensure changes are authorized, recorded, and signed by required parties.

01

Prepare Amendment:

Draft clear change language and reference the original agreement.
02

Obtain Approvals:

Secure internal approvals per corporate authority matrix.
03

Notify Counterparty:

Provide written notice describing amendment intent and effective date.
04

Execute Amendment:

Use the same signing method as original or agree alternate method.
05

Archive:

Attach amendment to original and update document index.
06

Monitor:

Track implementation and update systems for operational changes.

Typical Timing and Deadlines to Track

Be aware of execution, notice, and performance timelines that trigger rights or obligations under the agreement.

Effective Date:

Date the parties specify when obligations begin; often MM/DD/YYYY format.

Execution Deadline:

Timeframe for returning signed copies, commonly 7–30 days after delivery.

Notice Periods:

Contract termination and cure periods commonly range from 30 to 90 days.

Invoice Terms:

Payment windows typically 30 days from invoice date.

Renewal Notice:

Automatic renewals often require notice 30–90 days before term end.

Primary Signatory Roles in Practice

Contract Signatory

The individual with delegated authority (often a senior officer or director) signs to bind the organization; they must follow corporate approval procedures and document delegation if required.

Operational Holder

The manager or operations lead implements the agreement terms and serves as the primary contact for performance matters, ensuring SLAs and reporting requirements are met.

FAQs and Troubleshooting for Completing the Agreement

Answers to frequent questions about signing, enforceability, and digital execution options when using this type of agreement.


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