Client Trade Agreement

CLIENT TRADE AGREEMENT

This Client Trade Agreement (Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal place of business at , and Trade Provider Name: with principal place of business at .

WHEREAS / RECITALS

WHEREAS, Client engages in the purchase, sale or brokerage of financial instruments, commodities, or other tradeable assets and seeks assistance from Provider to execute trades, provide market access, or advise on trade execution under the terms herein; and

WHEREAS, Provider represents that it is duly authorized, appropriately qualified, and has the capacity to perform trade execution, transaction facilitation, or related advisory services and agrees to perform such services in accordance with this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will render services to Client, including compensation, confidentiality obligations, and the parties' respective rights and remedies.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Provider shall use commercially reasonable efforts to execute trades on terms consistent with Client's instructions and in the best execution manner reasonably practicable under prevailing market conditions.

PAYMENT TERMS

Client shall pay Provider compensation of $ (Payment Amount) for services rendered as set forth herein, or alternatively a fee equal to of trade value where applicable.

Provider shall submit invoices to Client in accordance with the schedule above. Client shall pay undisputed amounts within days of invoice receipt. Past due amounts shall incur interest at a rate of , or the maximum rate permitted by law, whichever is less. Provider may suspend performance if invoiced amounts remain unpaid beyond days after written notice of non-payment.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Termination Without Cause: Either party may terminate this Agreement upon written notice to the other party delivered no fewer than days prior to the effective date of termination.

Termination For Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Provider may also terminate immediately for Client insolvency, bankruptcy filing, or material adverse change in Client's financial condition.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential all non-public information disclosed by the other party (Disclosing Party) in connection with this Agreement, including trade strategies, pricing, financial information, counterparty identities, and transaction details (Confidential Information). Confidential Information shall not include information that is: (a) or becomes publicly available other than by breach of this Agreement; (b) independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (c) rightfully obtained from a third party without restriction.

The Receiving Party may disclose Confidential Information to its employees, agents, or advisors who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information upon request and certify such return or destruction in writing within days.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as permitted by applicable law.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, willful misconduct, or violation of applicable law in connection with performance hereunder.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

ASSIGNMENT; RELATIONSHIP; COMPLIANCE

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or successor in connection with a merger, sale of substantially all assets, or corporate reorganization.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties for any purpose other than as expressly set forth herein.

Compliance with Law: Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including applicable trading, anti-money laundering, and sanctions requirements.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve the dispute within thirty (30) days, either party may seek resolution by arbitration or litigation as agreed in writing; provided, however, that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its Confidential Information or proprietary rights.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including any schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements and understandings, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS ADMINISTRATIVE INFORMATION

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