Trading Agreement

TRADING AGREEMENT

This Trading Agreement ("Agreement") is made and entered into as of by and between the parties set forth below.

Parties

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Party A engages in the trading of financial instruments, commodities, and/or other tradable assets and possesses the facilities and expertise to execute trades on behalf of counterparties; and

WHEREAS, Party B desires to engage Party A to effectuate certain trading activities on the terms set forth in this Agreement and the parties wish to set forth their mutual rights and obligations in writing;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Trading Activities

Party A shall provide trading services as described below. Party A shall trade only within the limits and on the instruments expressly authorized by Party B, and shall execute trades in accordance with the instructions and policies set forth in this Agreement.

Payment Terms

In consideration for the services rendered by Party A, Party B shall pay the fees and reimbursements set forth below. Unless otherwise agreed in writing, fees are exclusive of applicable taxes.

Late payments shall accrue interest at the rate of percent per month (or the maximum permitted by applicable law, if lower) on the outstanding balance from the due date until paid in full.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within a reasonable cure period after written notice.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with the trading relationship, including trading strategies, order flow, pricing, transaction details, and counterparty identities. Each party shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as required by law or with the prior written consent of the disclosing party. Confidentiality obligations shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement, that performance will not violate any applicable law or agreement, and that all information provided to the other party is true and correct in all material respects.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any losses, claims, damages, liabilities, or expenses arising from the indemnifying party's willful misconduct, gross negligence, or material breach of this Agreement. Except for liability arising from willful misconduct or fraudulent acts, neither party shall be liable for consequential, incidental, or punitive damages, and each party's aggregate liability shall be limited to the fees paid under this Agreement in the preceding twelve (12) months.

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 law principles. Any disputes arising out of or relating to this Agreement shall be resolved by the courts located in that state, unless the parties agree in writing to arbitration.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by written notice). Notices are effective upon receipt.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment, modification or waiver of this Agreement shall be effective unless in writing signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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