Business Trading LLC Agreement

Business Trading LLC Agreement

Agreement Date:

Parties

WHEREAS

WHEREAS, Company is a limited liability company organized to engage in the business of buying, selling and trading commodities and financial instruments, and holds the necessary licenses and expertise to perform the services described herein;

WHEREAS, Counterparty desires to engage Company to perform trading and related advisory services on the terms set forth in this Agreement, and Company is willing to provide such services under the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this Agreement, the Parties agree as follows.

Scope of Work

Company shall perform trading and related services for Counterparty as described below. Company will act as an independent contractor and will use commercially reasonable efforts and prudent trading practices in performing the services.

Payment Terms

Contract Price (Total Compensation): $ payable in accordance with the schedule below.

Payments are due within days of invoice. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Immediate termination for cause shall be permitted upon a material breach that remains uncured for 10 days following written notice of such breach, or immediately in the event of insolvency or unlawful conduct.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trading strategies, pricing, analytics, financial information, source code, models and client data.

Each party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information only for the purposes of performing under this Agreement. The foregoing obligations shall not apply to information that (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) is lawfully received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the receiving party without use of Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Representations; Independent Contractor; Compliance

Each party represents that it has the full right, power and authority to enter into this Agreement. Company is an independent contractor and not an agent, joint venturer or employee of Counterparty. Company shall comply with all applicable laws and regulations in performing services under this Agreement and shall not engage in any market manipulation or unlawful trading practices.

Limitation of Liability

Except with respect to willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for any claim arising out of or relating to this Agreement shall not exceed the total amount of fees paid to Company under this Agreement during the twelve (12) months prior to the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in the governing state, unless the parties mutually agree to pursue litigation.

Entire Agreement; Amendment

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, written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision is held invalid, the remaining provisions shall remain in full force and effect. Remedies provided herein are cumulative and in addition to any other remedies available at law or in equity.

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