Trade Booking Agreement Template

TRADE BOOKING AGREEMENT

RECITALS

THIS TRADE BOOKING AGREEMENT (the Agreement) is made and entered into as of by and between Client Name: with principal address (Client), and Booking Agent: with principal address (Agent).

WHEREAS, Client engages in commercial trading of securities, commodities or financial instruments and requires Agent to receive, record and effect trade bookings and related settlement instructions on behalf of Client; and

WHEREAS, Agent represents that it has the personnel, systems and authority necessary to perform trade booking services in compliance with applicable laws, internal controls and market practice; and

WHEREAS, the parties desire to set forth the terms and conditions under which Agent will accept and process trade bookings for Client.

SCOPE OF SERVICES

PAYMENT TERMS

Compensation payable by Client to Agent for trade booking services shall consist of the fees set forth below and shall be payable in accordance with the schedule herein.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the Recipient) shall keep confidential and shall not disclose to any third party any Non-Public Information of the other party (the Discloser) disclosed in connection with this Agreement. "Non-Public Information" means all information designated as confidential or which, due to its nature, a reasonable party would understand to be confidential, including trade data, client lists, pricing schedules, and trade booking records. Recipient shall use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that (a) is or becomes publicly available other than through breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of the Discloser's information, or (d) is required to be disclosed by law, regulation or court order, provided Recipient gives prompt written notice of such requirement to Discloser and cooperates, at Discloser's expense, in any lawful efforts to limit disclosure or obtain confidential treatment.

REPRESENTATIONS AND WARRANTIES; INDEMNITY

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Client represents that trades submitted for booking are authorized and comply with applicable law. Agent represents that it will perform services in a commercially reasonable manner and in accordance with applicable law and market practice.

Each party shall indemnify and hold harmless the other party from and against any Claim arising out of its breach of this Agreement, willful misconduct, or negligence in performing obligations hereunder; provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the state or federal courts located in the chosen jurisdiction unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship except as expressly provided herein. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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