INTRODUCING BROKER AGREEMENT is made the [ ] between: (1) DIF Broker SA Rua Eng. Ferreira Dias 452-1º Porto Portugal and WHEREAS: This Agreement sets out the terms upon which business may be introduced to DIF Broker SA by IB as introducing broker. NOW IT IS HEREBY AGREED as follows: 1. Interpretation 1.1 In this Agreement, unless the context otherwise requires, the following words shall have the following meanings : Client, means a person for whom DIF Broker SA agrees to open one or more accounts subject to a Client Agreement and was introduced by IB. person, means any person, firm or corporation whether or not having separate legal existence, or any combination of the foregoing. Client Agreement, means DIF Broker SA Trading Agreement and associated documentation in the form from time to time required by DIF Broker SA which may be amended without notice to IB and the current version of which is annexed to this Agreement. 1.2 Headings are for ease of reference only and shall not affect the interpretation hereof. 1.3 This Agreement covers the relationship between DIF Broker SA and IB as introducing broker. Where IB (as agent of the Client) gives instructions to DIF Broker SA, the Client Agreement with that Client applies and, in case of conflict, prevails over this Agreement. 1.4 This Agreement covers the IB s right to introduce clients to the DIF Broker SA CanalDIF platform.
1.5 The IB agrees to actively market DIF Broker SA internet platform CanalDIF towards potential clients. 2. Relationships with Clients 2.1 IB may provide standard DIF Broker SA promotional material to prospective clients as well as links to DIF Broker website. IB shall not in any modified form use DIF Broker SA name, advertise DIF Broker SA services, distribute literature describing or advocating the same, pass on any written or verbal advice which DIF Broker SA may give to IB pursuant to any agreement between them or distribute any analytical or research document bearing any view point or recommendation, without the prior written consent of DIF Broker SA. DIF Broker shall be given reasonable notice of any request for such consent. Neither shall IB make a personal visit or oral communication in contravention of marketing laws and regulatory client protection measures. 2.2 DIF Broker SA shall be under no obligation whatsoever to accept as a Client any person introduced by IB. Any person whom DIF Broker is minded to accept must be prepared to enter into a Client Agreement. 2.3 IB warrants the authenticity and enforceability of all Client Agreements and application forms, contracts, orders, documents, certificates or signatures relating to Client accounts and transactions. 2.4 It is the intention of the parties that Clients introduced by IB pursuant to this Agreement will be execution-only Clients of DIF Broker SA. DIF Broker SA shall accordingly not be responsible for advising the Client upon the merits or suitability of any transaction. 2.5 It shall be the obligation of IB to ascertain such details of the Client s personal and financial situation, other investments, investment objectives and the transaction in question as may be appropriate and to give advice to the Client upon the merits of the transaction and its suitability. 2.6 All instructions concerning the Client s account shall be promptly given by IB. IB will adhere to all reasonable procedures required by DIF Broker SA for the transmission of orders for execution for the account of the Client. DIF Broker SA may, in its absolute discretion, decline to execute any particular order. 2.7 IB shall promptly check all confirmation notes against orders and acknowledges that DIF Broker SA shall not be liable for any loss resulting from execution errors which have or should have been revealed by such comparison unless such error is reported to DIF Broker SA immediately after the execution of any instruction.
2.8 IB shall not accept any money, securities or other property (or extend credit) to margin, guarantee or secure the performance of any contract. 2.9 IB shall keep proper records of all Client account information, correspondence, memoranda and orders. All complaints and replies thereto, together with details of any action taken in response thereto, shall be recorded in writing. 2.10 IB shall adopt such rules, procedures and programs as shall enable IB to perform its duties and shall, Upon request, provide DIF Broker SA with full details of the same and permit DIF Broker SA, through an agent or otherwise, to inspect its records and observe its rules, procedures and programs in operation. 2.11 IB further agrees, upon request from DIF Broker SA, to provide access, for the purposes of inspection and examination, to its books of account and records and information on its rules and procedures and any transactions entered into, to any exchange, regulatory or self-regulating authority. 2.12 IB agrees to provide such assistance as may reasonably be requested to enable DIF Broker SA to handle a complaint. 2.13 IB shall ensure its compliance, as well as that of its officers, employees and associated persons with all laws, rules and regulations to which IB may be subject including all rules, regulations, guidelines, customs and usages of the various exchanges and clearing organisations on or through which orders for Clients may be executed and of any self-regulating organisation to which it may be subject. 3. DIF Broker SA Obligations 3.1 DIF Broker SA shall, upon accepting instructions, duly execute an order in accordance with its instructions. DIF Broker SA shall maintain proper records of all its transactions for Client s accounts. 3.2 Where DIF Broker SA considers it necessary or desirable, DIF Broker SA may use the services of another broker. 3.3 DIF Broker SA shall prepare and send to Clients (with a copy to IB if agreed) :
3.3.1 Trade confirmations 3.3.2 Quarterly Account Statement 3.4 DIF Broker SA will deal with all cash, securities and other property of the Client as directed by the IB or in writing by the Client. DIF Broker SA shall have no responsibility in respect of cash, securities or other property with IB or otherwise not within its physical control. 3.5 DIF Broker SA shall inform IB as soon as possible when it has knowledge that any Client has failed to deposit or maintain proper margin or incurred a deficit balance on any Client account or is otherwise in breach of any obligation to DIF Broker SA in its Client Agreement or any contract entered into thereunder. However, DIF Broker SA may amend it s Client Agreement with a Client without notice to IB and may, but shall not be obliged, to grant such time and indulgence to the Client as it thinks fit. 4. Indemnity IB shall be responsible for and shall, as a primary obligation, indemnify and hold harmless DIF Broker SA, its directors, officers, employees and affiliates, from and against any liabilities, claims, demands, proceedings, costs, damages, expenses (including legal fees) and penalties whatsoever arising out of : 4.1 a breach by the Client of any of its obligations to DIF Broker SA (including but not limited to any failure to deposit and maintain proper margin or the incurring of a deficit balance or failure to pay a sum or take any action when due) in a situation where the IB is executing trades on behalf of the Client; 4.2 the unenforceability of any contract entered into with the Client; 4.3 any failure on IB's part or that of the Client to comply with any applicable law, rule or regulation; 4.4 any failure on the part of the IB to perform any obligation set out in this Agreement or any other agreement between the parties. 5. Payments 5.1 During the term of this Agreement, IB shall promptly pay to DIF Broker SA such amounts as are set out in the Schedule.
5.2 Subject thereto, DIF Broker SA shall pay to IB such amounts as are set out in the Schedule. Such payments shall be made monthly in arrears. 5.3 The amounts in the Schedule may be altered at any time by DIF Broker SA with written notice to the IB. 5.4 In addition to the sums mentioned in 5.1 and 5.2 above, value added tax or any similar tax or duty shall (if applicable) also be payable. 5.5 Payments under this Agreement shall be due in the currency demanded which shall, in the absence of agreement of the parties, be euros. DIF Broker SA shall be free to convert any currency received into the currency required in such manner as it thinks fit and IB shall bear the cost thereof. 5.6 IB authorizes DIF Broker SA to disclose to Clients the fact that IB is to receive commission and if requested by the Client the amount thereof. 6. Representations, Warranties and Undertaking. 6.1 IB represents and warrants as follows : 6.1.1 that it has and will maintain for the term of this Agreement all licenses, recognitions, registrations, permissions, authorizations, exemptions and memberships necessary for the conduct of its business; 6.1.2 All of IB's employees, agents and associated persons, to the extent required, have been and will continue to be duly recognized and licensed to participate in the transactions contemplated hereby; 6.1.3 IB has power to enter into and perform this Agreement according to its terms and will, upon request, produce to DIF Broker SA such board resolutions, partnership agreements or other documentation that DIF Broker SA may reasonably request. 6.2 DIF Broker SA represents and warrants as follows : 6.2.1 That DIF Broker SA has and will for the term of this Agreement retain all recognitions, registrations, permissions, authorizations, exemptions and memberships necessary for the conduct of its business;
6.2.2 All of DIF Broker SA employees, agents and associated persons, to the extent required, have been and will continue to be duly recognized and licensed to participate in the transactions contemplated hereby; 6.2.3 DIF Broker SA has the power to enter into and perform this Agreement according to its terms. 6.3 IB shall provide DIF Broker SA with its yearly unaudited financial statements within 90 days following the end of its accounting period (with audited financial statements as soon as they are available), summaries of pending litigation within 30 days following the end of each of IB's accounting quarters, provided that IB shall provide DIF Broker SA with a summary of each claim within 5 days of having notice of such claim. 7 Confidentiality Both parties shall keep confidential all information concerning the other s business or clients gained as a result of performing this Agreement or any transaction entered into there under. However, this shall not affect compliance with clause 2.11 or responding to a request for information from any exchange, clearing house or other regulatory or self-regulatory agency. DIF Broker SA further agrees that should any other Introducing Brokers, agents or employees of DIF Broker SA seek to introduce business to DIF Broker SA from accounts already introduced by IB, then DIF Broker SA will consult with IB with regard to such secondary introduction. 8. No Agency IB is not, and shall not hold itself out to others as being an agent or employee of DIF Broker SA or otherwise empowered to make representations, to contract or to agree variations to any Client Agreement or otherwise on behalf of DIF Broker SA. Neither shall this Agreement constitute a partnership or jointventure between the parties. 9. Termination 9.1 DIF Broker SA may, by notice in writing to the IB, terminate this Agreement forthwith if any of the following events shall occur: 9.1.1 any of the IB's representations ceases to be true or if the IB is in breach of any term, condition or provision of this Agreement and either the breach cannot be remedied or IB fails to remedy the same within receipt of a written notice requiring it so to do;
9.1.2 DIF Broker SA at its sole discretion determines, that IB is not putting reasonable effort into the marketing of CanalDIF platform and other services or is not bringing in a reasonable amount of business to cover DIF Broker SA running costs of maintaining the IB relationship and the IB fails to remedy the same within receipt of a written notice requiring it to do so; 9.1.3 the IB, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation other than creditors or shall have a receiver or administrative receiver of all or any of its undertakings or assets appointed, become the subject of an administration order to be unable to pay its debts or, if IB is not a body corporate, any analogous event occurs. 9.2 Either party may terminate this Agreement by giving to the other party 30 days written notice of termination. 9.3 Termination shall be without prejudice to any rights which accrued before termination save that, subject to continuing loyal support of the existing client relationships : 9.3.1 IB shall be entitled to receive any fees in accordance with clause 5 above, which have accrued due and payable to it as at the termination of this Agreement; 9.3.2 DIF Broker SA shall continue to pay to IB for a further period of 2 months from the date of the termination of this Agreement, fees calculated in accordance with clause 5 above in respect of persons who are Clients as at the termination of this Agreement. Thereafter DIF Broker SA shall be under no further liability to pay any fees to IB in accordance with clause 5 above. In addition to the right DIF Broker SA has according to clause 5.3, DIF Broker SA shall be specifically entitled to reduce the fees in a situation where IB due to termination of this Agreement no longer provides Clients with the services mentioned in this Agreement. 9.4 Without prejudice to any other clauses which might endure, clauses l, 2.7, 2.9, 2.11, 2.12, 3.1, 4 (in respect of transactions entered into prior to termination), 7, 8, 9.3, 9.4 and 10 to 12 shall survive termination of this Agreement. 10. Notices Any notices under this Agreement shall be in writing and shall be deemed to be effectively given or made to the IB:
10.1 on delivery to the IB, if delivered personally; 10.2 one day after being deposited in the post by pre-paid first class registered mail (or three days after being deposited in the post by airmail); or 10.3 on receipt of correct answerback confirmation, if transmitted by telefax or e-mail and upon receipt by DIF Broker SA. Any such notice shall be given or made to the address set out above or such other address or telefax number as may have been notified for the purposes of this clause to the other party, provided that in the case of service of process by DIF Broker SA upon IB, notice shall be deemed validly served or given if given to IB's representative. 11. Miscellaneous 11.1 Failure by DIF Broker SA to require strict compliance with any provision of this Agreement shall not constitute a waiver of DIF Broker SA rights upon that or any other occasion. 11.2 The invalidity or unenforceability of any part of this Agreement shall not prejudice the validity or enforceability of any other part. 11.3 This Agreement is personal and is not assignable otherwise than by DIF Broker SA 11.4 Any variations to this Agreement shall be made in writing and signed by both parties. 11.5 This is the entire agreement of the parties and replaces any previous Agreements or discussions. 11.6 This Agreement shall take effect, when signed by both parties, unless an other date is specifically stipulated. 12. Governing Law and Jurisdiction 12.1 This Agreement shall be governed by and construed in accordance with Portuguese law. 12.2 The parties hereto, for the benefit of DIF Broker SA, hereby irrevocably submit to the jurisdiction of the Portuguese courts. This shall not prevent DIF Broker SA instituting proceedings in any other jurisdiction, whether concurrently or not.
AS WITNESS the hands of the parties or their duly authorized signatories the day and year first before written Date: Date: DIF Broker SA Name Name. Title Title