SERVICE LEVEL AGREEMENT
This Agreement is by and between:
Revere Capital Management Corp., a New York Corporation, 50 Congress Street, Suite 245, Boston, Mass.
02109 (“Broker”); and___________________________________________________, and its affiliates,
(collectively, “Provider”).
RECITALS
WHEREAS; Broker is desirous to engage in operations as a Custodian by contracting the provider to develop
management, marketing and trading expertise (hereinafter the “Services”) of the Provider of the Business and
maintain and manage it to the benefit of the Broker and the Provider at the agreed Remuneration on the other
terms and conditions set forth in this Agreement; and
WHEREAS; Provider is willing to enter into this agreement to deliver Services to the Broker at the agreed
remuneration and subject to the other terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the spirit of the recitals, the conditions and mutual covenants
contained herein, the parties agree:
1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth herein:
“Agreement” means this agreement including any annexure attached hereto;
“Affiliate” means any holding company, subsidiary or fellow subsidiary of a party to this agreement, any
person that holds shares in such party or a company in which such party holds shares and any agent, nominee
or business associate of any of the aforementioned companies and/or persons, or any person which is for the
time-being directly or indirectly under common or joint control with such party;
“Business” means the business conducted by the Broker as a custodian including, without limitation to,
administration and management of client accounts and risk and liquidity requirements, marketing of the
Products and all other similar and specific requirements associated with the running of a Business as a
custodian including but not limited to the required compliance, accounting, marketing and management and
the terms and conditions of this Agreement;
“Client” means all entities or individuals solicited by the Broker and the Provider which directly or indirectly
uses the Platform and/or Software of the Broker;
“Circumvent” means approaching in any way whatsoever, whether directly or indirectly, any Client, associate,
employee, or representative of the Provider enticing them to an agreement or business relationship of
whatsoever nature without the written consent of the Provider;
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“Confidential” means any confidential and proprietary information concerning the other Party, including,
without limitation, information concerning operations, business strategy, financial affairs, performance results,
contractual rights and obligations of that Party;
“Data base” means the client base of the Broker that currently has funded trading accounts and are using the
Platform for self directed spot forex trading as well as the future potential client base solicited specifically for
the Platform by the Parties that will use the Platform in the future;
"Documentation" means all user instructions and training material for the Software together with any additions
and updates thereto, and any portion of any of the foregoing, whether developed by the Broker or secured
from a third party;
“Gross Revenue” means the commission and rebate revenue received from all forex transactions from Clients
less commission and rebate payments made to introducing brokers, account executives and agents responsible
for soliciting, introducing and servicing forex customer accounts as well as general sales tax or any other
duties or levies imposed;
“Material obligation” means an obligation which could, if not fulfilled, result in a breach which would prevent
the non-breaching party from:
(a) conducting the Business;
(b) subjecting the non-breaching party to third party claims from Clients;
“Misuse” means any fraudulent or willful negligent use or presentation of the Platform and Documentation not
considered necessary for the normal day to day running of the Business;
“Net revenue” means “Gross Revenue” less all the operating expenses agreed to in writing between the Broker
and the Provider and considered necessary to run the forex operation of the Broker as well as all other cost
considered necessary by the Provider for the effective support of the Broker by the Provider.
“Party” means either the Broker or the Provider;
“Parties” means the Broker and the Provider, collectively;
“Platform” means the Internet based forex trading Platform owned by the Provider as well as the back-end
forex dealing desk that can be associated with the business of a forex trader featuring internationally
acceptable accounting and financial management reporting functions to facilitate full and transparent
disclosure for auditing and management purposes;
“Products” means the Products that the Business can market and promote including, without limitation,
software based self trading forex product on the Platform, a managed account forex trading product on the
Platform, Including Swaps, options, forwards, physical delivery and other derivatives of FOREX, a hedge
fund based forex product on the Platform and an Internet based forex product on the Platform under trademark
selected by the Provider and registered and developed in the name of the Provider;
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“Remuneration” means any revenue paid by the Broker to the Provider for the management, marketing and
trading activities generated on the Platform as a result of the efforts of the Provider as well as any other fees
agreed to by the Parties in writing, signed and attached to this Agreement as Annex A;
“Services” means all management, marketing and trading activities associated with the running and
management of the Platform and the Software by the Provider on the terms and conditions as set out in this
agreement.
“Software” means any programs and customized code which are developed, purchased or licensed the
Provider and are completely separable and can stand alone from the Platform as Software, but which are
written, created, or later modified to interface with the Platform by mutual agreement of the Parties;
2. Obligations of The Broker
1. Guarantees not to Circumvent the Provider in any way whatsoever or disclose any Confidential
information to any third party or to any of its affiliates, employees or advisors, whether directly or
indirectly except as required by applicable law or legal process or pursuant to any legal,
regulatory or self-regulatory requests for information or documents or except as necessary to
effectuate the terms of this Agreement;
2. Ensure that all the necessary requirements of the SEC or any other regulatory body be adhered to
with respect to but not limited to the examination and licensing requirements of it’s managers,
traders and agents;
3. Keep proper financial records according to general accepted accounting practice and allow the
Provider full financial disclosure into its affairs for the purpose of auditing the Remuneration
payouts and diligently assist and supply to the Provider all information they may require;
4. Undertakes to not bind the Provider in any way whatsoever nor supply any guarantees or make
any endorsements to third parties without the express written approval of the Provider except as
set forth in this agreement,
5. Acknowledges that it has and will obtain no proprietary interest in the intellectual property and
trade marks of the Provider and agrees not to use the same in any other manner and to discontinue
all use thereof immediately upon termination of this Agreement. The Broker furthermore agrees
that the Provider shall be entitled to temporary, preliminary or permanent injunctive relief to
prevent any breach or threatened breach of this Section 2.5 , the scope and duration of which is
reasonable and necessary to protect each respective Parties legitimate business interests. The
Provider shall also be entitled to an accounting of any monies earned by virtue of any breach or
alleged breach of this Section 2.5 and shall be entitled to suspend further payments and offset
monies owed against any such Remuneration. This remedy shall be nonexclusive and shall be in
addition to (rather than instead of) any other remedies available to the Provider at law or in equity.
The provisions of this Section 2.5 shall also survive expiration or any termination of this
Agreement,
3. Obligations of The Provider
1. In consideration for the agreed Remuneration and in compliance with all applicable laws and
regulations, the Provider hereby will manage the Business to the best of its ability in
compliance with all applicable rules and regulations to the benefit of the Parties.
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2. Obtain and maintain any licenses, hardware or software to conduct its affairs.
3. Superseding anything to the contrary contained in this Agreement, the Broker shall not be
entitled to pay any Remuneration to the Provider hereunder to the extent that there is a
prohibition with respect to such payment under any laws, rules or regulations applicable to the
Broker provided, however, that the Parties shall in good faith, and in accordance with all
applicable laws, rules and regulations, attempt to negotiate an alternative compensation
agreement in such case.
4. Be solely responsible for preparing of all Documentation, regulation, compliance, accounting,
marketing and other materials including but not limited to websites and electronic marketing
that will be used by the Provider or the Broker to solicit Clients.
5. Except as expressly provided in this Agreement, makes no representations about its principals,
agents, employees, shareholders, members, partners or affiliates, including without limitation
any credit worthiness or the financial or other fitness or suitability.
4. Obligations of the Parties
The Parties shall:
0. Assist each other in soliciting potential Clients to become Clients of the Broker keeping each
other informed of all correspondence, accounts, writings and other information which shall
come to their attention concerning the operation of the Business and this Agreement;
1. No Party has any authority to bind or commit the other Party hereto and no such authority
may be implied by the provisions of this Agreement or may be deemed or construed to create
a joint venture, partnership or agency relationship between the Parties for any purpose.
2. Each Party represents and warrants that:
0. it has the legal capacity to execute and perform this Agreement has read and
understand the terms and conditions in this Agreement as necessary and binding on
the Parties enforceable against it according to its terms,
1. this Agreement does not imply or otherwise constitute an employer/employee
relationship between the Broker and the Provider in any way whatsoever and as such
takes full responsibility for any costs associated with such a relationship should any
of the clauses in this Agreement may be construed as establishing such a relationship
in terms of any law of the US;
2. the execution and performance of this Agreement by it does not, and will not, violate
or conflict with the terms of any non-disclosure, non-compete or other similar
obligations to any previous employer or other person,
3. the execution and performance of this Agreement by it does not, and will not, violate
or conflict with any law, rule, regulation, judgment or order of any court or other
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adjudicative entity binding on it,
4. it knows of no reason why it is in any way (physically, legally or otherwise)
precluded from performing its obligations under this Agreement in accordance with
its terms,
5. its employees, agents and associated persons, to the extent required under the
applicable law, rule or regulation, have been and will continue to be duly registered
and licensed as necessary in order to conduct the transactions contemplated hereby,
6. in the performance of this Agreement, each Party will comply with all applicable
international, national, federal, state and local laws, ordinances, rules, regulations and
ordinances;
5. Term and Termination
5.1 The term of this Agreement (the “Term”) shall commence on the date that the Parties signed and
had this Agreement witnessed.
5.2 Either Party may terminate this Agreement without cause by giving the other Party not less than
thirty (30) days prior written notice, delivered in terms of Clause 6.2, subject to any and all monies
payable to the Provider will remain due until paid.
5.3 Either Party may terminate this Agreement at any time without giving a thirty days advance
notice, delivered in terms of Clause 6.2, if:
5.3.1 a Party (breaching party) has breached any of the material terms of this Agreement and
fails to remedy such breach within ten (10) business days following a written notice from the
(afflicted party) delivered by registered notice to the business address of the breaching party
5.3.2 a Party acts fraudulently with or without regard to its obligations under any rule,
regulation, or interpretation of the Applicable Jurisdiction;
5.3.3. a Party, during the term of this Agreement, fails to maintain its applicable registration
with the governing authority in the applicable jurisdiction in which the Party maintains his
offices, or solicits its Clients, or from which it accepts any Client orders.
5.3.4 Under no circumstances will the Provider be liable for any consequential, indirect,
special, punitive or incidental damages, whether foreseeable or unforeseeable, based on any
claims of the Consultant arising out of breach or implied warranty or otherwise undertaken
under or in connection with this Agreement or otherwise.
5.4 If Agreement is terminated, the Provider will continue to be remunerated by the Broker for all
active Clients introduced to the Broker by the Provider and all active Clients introduced by other
Providers (“sub-Providers”) that were introduced to the Broker by the Provider, according to the
terms of Annex A.
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6 Miscellaneous
6.1 This Agreement may be assigned by either Party. However, then new assignee must pass an FBI
security check prior to conducting their business. This Agreement is made solely for the benefit of,
and shall be binding upon, the Parties hereto and their respective successors and permitted assigns,
and no other person shall have any right or obligation under it.
6.2 Whenever notice is required to be given by the provisions of this Agreement, such notice shall be
in writing and delivered personally or by registered or certified mail or express private courier, return
receipt requested, postage prepaid, and properly addressed to the domicilium citandi et executandi of
the parties as stipulated in the pre-amble to this agreement and each Party may change the address for
receipt of notice by providing written notice thereof to the other Party.
6.3 This Agreement supersedes, cancels and nullifies all prior discussions and agreements of whatever
nature between the Parties and, except as otherwise expressly provided herein above, constitutes the
entire agreement between the Parties with respect to the matters referred to herein. ,
6.4 No provision of this Agreement may be amended or waived unless such amendment or waiver is
in writing and signed by the Parties. No amendment or waiver of any provision of this Agreement
may be implied from any failure of either Party to assert its rights under this Agreement on any
occasion or series of occasions.
6.5 This Agreement may be signed in counterparts. The titles and headings contained herein are for
ease of reference only and shall not affect the meaning or interpretation of this Agreement.
6.6 This Agreement, and all matters arising directly or indirectly here from, shall be governed by and
construed in accordance with the laws of the State of Massachusetts, notwithstanding the choice of
law or conflicts of law principles thereof.
6.7 Each of the Parties hereto hereby:
6.7.1 irrevocably consents and submits to the sole exclusive jurisdiction of the United States
District Court for the City of New York or any Court of the State of New York (and of the
appropriate appellate courts there from) in connection with any suit, action or other
proceeding arising out of or relating to this Agreement,
6.7.2 irrevocably waives, to the fullest extent permitted by law, any objection that it may now
or hereafter have to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any such court has been
brought in an inconvenient forum, and
6.7.3 agrees that service of any summons, complaint, notice or other process relating to
such suit, action or other proceeding may be effected in the manner provided by Section 6.2
6.7.4 Agrees Provider must approve any payout schedule offered to Sub-Providers as well
as any modifications made to a Sub-Provider’s existing compensation schedule.
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6.8 The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining
portions hereof. If it is ever held that any provision hereunder is too broad to permit enforcement of
such provision to its fullest extent, such provision shall be enforced to the maximum extent permitted
by law.
6.9 This Agreement has been prepared collectively by the Parties hereto, and shall not be strictly
construed against any Party by virtue of this Agreement’s preparation.
6.10 No Party shall be responsible for any failure to perform due to unforeseen circumstances and
causes beyond its control, including but not limited to acts of God, war, riot, embargoes, acts of civil
or military authorities, fire, floods, accidents, strikes, carrier service interruptions, or shortages of
transportation facilities, fuel, energy, labor or materials. A Party whose performance is affected by a
force majeure condition shall be excused from such performance to the extent required by the force
majeure condition so long as such Party takes all reasonable steps to avoid or remove such causes of
nonperformance and immediately continues performance whenever and to the extent such causes are
removed.
6.11 Nothing documented in this agreement or any other agreement between the parties will influence
the terms and conditions of that other agreement.
For and on behalf of the Parties dated on ________________, 20____
Signature:________________________________________
Duly Authorized Broker Representative
Gregory Mellick
Signature: _________________________________________
Duly Authorized Provider Representative
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Appendix “A”
The Broker shall pay the Provider percent (%) per lot (lot size 100k USD of currency traded). Such
payment shall be made within the first three business days following the end of each month.
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