Fee Sharing Agreement Broker Dealer

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					                           REGISTERED REPRESENTATIVE AGREEMENT

        THIS AGREEMENT (ʺAgreementʺ) is made and entered into the ____ day of ______, _____ by
and between Gĕneos Wealth Management, Inc. (“GĔNEOS”) and ___________________________________
(ʺRepresentativeʺ).

WITNESSETH:

        WHEREAS, Representative desires to become an independent contractor of GĔNEOS; and

         WHEREAS, GĔNEOS desires to engage Representative as an independent contractor of GĔNEOS
on the terms and conditions set forth herein;

        NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

1.      Services.

        1.1     Authorization. Subject to the terms and conditions of this Agreement, GĔNEOS hereby
authorizes and engages Representative to offer and solicit the sales of securities, registered investment
advisory services, and variable and fixed insurance products (“the Productsʺ), using the facilities of
GĔNEOS and certain of its affiliates and Representative hereby accepts such engagement.

        1.2    Conditions to Engagement. GĔNEOSʹs engagement of Representative hereunder is
conditioned upon the following:

               (a)     Representative shall only represent GĔNEOS in the sale of securities, registered
        investment advisory services, variable insurance and annuity business;

                (b)      Representative being registered as appropriate with FINRA as a registered
        principal or representative, and licensed or registered with any other state in which
        Representative solicits the purchase or sale of the Products; and

                (c)     Representative not maintaining a dual registration with any other broker-dealer,
        unless previously approved in writing by the President or the Compliance department of
        GĔNEOS.




       1.3      Relationship Between The Parties. Representative and GĔNEOS agree that
Representative is an independent contractor and not an employee of GĔNEOS and shall not be

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considered to have ʺemployeeʺ status with respect to GĔNEOS for any purpose. Representative agrees
that he shall not be entitled to participate in any profit sharing or pension retirement plan, vacation,
holiday pay, sick pay, insurance coverage or any other benefits of GĔNEOS, which only inure to full-time
employees of GĔNEOS if at all. Representative shall not hold himself out to the public, whether orally or
in writing, as an employee of GĔNEOS including, without limitation, making a statement to such effect
on stationary or business cards or in correspondence or otherwise. GĔNEOS recognizes and agrees that
Representative is liable for payment of Representativeʹs income and self-employment taxes.
Representative and GĔNEOS acknowledge and agree that this Agreement does not create and should not
be construed to create a partnership or joint venture relationship.

           1.4    Scope of Engagement. The scope of Representativeʹs engagement hereunder shall
include:

                  (a)     Soliciting persons to become Representativeʹs customers and GĔNEOSʹs
           customers by opening accounts with GĔNEOS;

                  (b)     Soliciting or accepting orders from such persons to purchase or sell the Products;
           and

                   (c)    Rendering advice and making recommendations to such persons in connection
           with the purchase or sale of the Products and/or services for a fee.



Representative shall select his customers and shall, subject to compliance with all applicable laws, rules
and regulations, render advice and make recommendations to his customers with respect to the purchase
and sale of the Products authorized hereunder as Representative shall deem appropriate, in
Representativeʹs sole discretion; provided, however, GĔNEOS shall retain the right to reject any of
Representativeʹs customers as a customer of GĔNEOS and shall retain the right to reject any order to
purchase or sell any Product by any customer of Representative, all in the sole and absolute discretion of
GĔNEOS . Representative shall not be required to render any advice or make any recommendations to
customers, to work any particular hours during any day on account of any of the activities contemplated
by this Agreement, to produce a minimum quota of leads or transactions, to submit to detailed direction
by GĔNEOS with respect to the conduct of Representativeʹs business, to be restricted to any particular
geographic area, or to maintain records other than those required by this Agreement, GĔNEOS internal
policies, and/or by regulatory or self-regulatory agencies. Notwithstanding the foregoing, GĔNEOS shall
perform such supervisory and oversight functions with respect to Representativeʹs activities and sales
practices as may be required from time to time to insure compliance with the statutes, rules and
regulations governing the securities industry. GĔNEOS shall issue such detailed instructions to
Representative as GĔNEOS deems necessary, in GĔNEOSʹs sole and absolute discretion, to explain,
clarify and ensure compliance with the statutes, rules and regulations governing the securities industry.

         1.5     Other Business Activities. Although Representative is required to place all securities,
registered investment advisory services and variable insurance transactions exclusively through
GĔNEOS, Representative may engage in any other trade or business provided such trade or business is
disclosed in
advance in writing to GĔNEOS pursuant to FINRA Conduct Rule 3030 and is approved in writing by
GĔNEOS in accordance with its compliance policies and procedures, as amended from time to time.


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        1.6       Outside Securities Transactions. Representative is required to place all securities,
Registered Investment Advisory services and variable insurance business through GĔNEOS.
Representative may not participate in any way in any transaction which could be considered a securities
transaction away from GĔNEOS without first making full disclosure in writing of all of the material
terms of the transaction to GĔNEOS and receiving written approval to participate from the President of
GĔNEOS. Representative acknowledges that oral disclosures and/or oral approval will not constitute
compliance with this provision.

2.      Term of Engagement. The term of Representativeʹs engagement shall begin on the date hereof
and shall continue until terminated by either party as provided in this Section 2. This Agreement may be
terminated by either party at any time, effective immediately upon notice to the other party, for any
reason whatsoever, with or without cause. GĔNEOS and Representative acknowledge and agree that
Representativeʹs engagement is ʺat willʺ and this Agreement does not create any obligation on the part of
GĔNEOS to Representative or Representative to GĔNEOS for any fixed period of time.

3.      Compensation.

         3.1      Commissions. Representativeʹs sole compensation under this Agreement shall be a
percentage of commissions and advisory fees received by GĔNEOS associated with amounts invested by
any clients of Representative less certain charges retained by GĔNEOS, all as determined in accordance
with Schedule A attached hereto and made a part hereof, as the same may be amended from time to time
at the sole discretion of GĔNEOS. The compensation rates shown on Schedule A are based upon
expected annual Gross Dealer Concession to be generated by the Representative as outlined in the
GĔNEOS Commission Payout Table. Each calendar year the Gross Dealer Concession generated by the
Representative will be reviewed and the related compensation rates adjusted up or down as needed so as
to compensate the Representative at a level consistent with the actual Gross Dealer Concession generated.
This adjustment when made, may also result in a reclaim charge for overpaid compensation paid to date
or a credit for underpaid compensation paid to date.

        3.2      Earned Commissions. Commissions attributable to transactions with respect to the
Products shall not be considered earned by Representative until GĔNEOS has received commissions or
fees from the transactions, and in the case of payment by check, draft or other negotiable instrument
upon such instrument has cleared the appropriate bank. Except as provided in Section 3.5 and 3.6 hereof,
no commissions shall be earned before or after the term of this Agreement.

         3.3    Payment. Commissions and fees shall be payable by GĔNEOS to Representative in
accordance with GĔNEOSʹs customs and practices, which may change from time to time at the sole
discretion of GĔNEOS.

         3.4     Allocation of Commissions. Representative agrees that GĔNEOS may allocate a
percentage of Representativeʹs commissions to a properly registered principal, branch office manager, or
Sales Director, in accordance with GĔNEOS customs and practices and branch or other agreements in
effect from time to time.

       3.5      Effect of Termination. In the event Representativeʹs engagement with GĔNEOS is
terminated for any reason, Representative shall, subject to the terms and conditions hereof, receive
accrued commissions and bonuses which are physically received by GĔNEOS on or before the date of
termination except that commissions on contractual plans, trailing commissions and staged pay-ins on

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partnerships will be paid in accordance with the current FINRA and SEC regulations and GĔNEOSʹs
internal policies. Representative shall not be entitled to payment or to any advance or draw on such
commissions owed to
Representative for a period not to exceed 60 days following the settlement or other final resolution of all
outstanding claims and potential claims arising out of or from actions or inactions of Representative.
Any debit or negative balance in Representativeʹs commission or compensation account at GĔNEOS at
termination of this Agreement shall be deemed a debt owed to GĔNEOS payable upon the termination
date, and may be offset by GĔNEOS against any monies then owed by GĔNEOS to Representative.

        3.6      Withholding of Commissions. Representative agrees that GĔNEOS may, at any time in
GĔNEOS’s sole and absolute discretion, withhold any and all commissions due Representative hereunder
to defray or pay for actual or estimated costs and expenses, including attorneys’ fees and settlements,
awards, or judgments, for which GĔNEOS may be liable as a result of acts or omissions attributable to
Representative, irrespective of whether Representative is then the subject of a formal or informal
regulatory or governmental investigation, defendant in a civil lawsuit or respondent in an arbitration
proceeding. The rights granted to GĔNEOS by this section shall be in addition to rights granted
GĔNEOS in sections 9.1 and 9.2 of this agreement. The exercise of rights by GĔNEOS under this section
shall not operate as a waiver of other rights granted to GĔNEOS under this agreement.

         3.7     Costs and Expenses. Representative shall pay all costs and expenses of conducting
Representativeʹs business including, without limitation, rent for office space, secretarial expenses,
expenses for supplies, postage costs, trade publication subscriptions, fees, legal and accounting expenses,
costs associated with quotation machines and services, office maintenance and remodeling costs,
telephone and long distance charges, registration and licensing fees, and any other costs or expenses
required to conduct Representativeʹs business or comply with applicable statutes, rules and regulations.
All contracts and commitments in connection with Representativeʹs business shall be made by and in the
name of Representative and not GĔNEOS. Any cost or expense of Representativeʹs business incurred by
GĔNEOS on Representativeʹs behalf shall be subject to setoff as provided in Section 9.1 hereof.

        3.8      Special Supervision Expenses. Representative agrees that in the event GĔNEOS is
required by FINRA, SEC or any other regulatory or self-regulatory organization to implement a special
supervisory plan with respect to Representative or otherwise deems it advisable in GĔNEOSʹs sole and
absolute discretion, to implement such a plan or to take any action necessary to carry out its legal
obligation in connection with such plan, Representative shall pay any and all costs and expenses incurred
by GĔNEOS in implementing such plan and carrying out any such action, which expenses shall include,
but not be limited to, any travel costs from GĔNEOSʹs home office to the office of Representative
(including reasonable costs of a rental car, lodging and meals) regardless of whether such office visits are
announced or unannounced. Any cost or expense incurred by GĔNEOS pursuant to this Section 3.8 on
Representativeʹs behalf shall be subject to setoff as provided in Section 9.1 hereof.

4.       Loans. GĔNEOS may, at its option, lend funds or advance funds or commissions to
Representative from time to time upon terms and conditions mutually acceptable to the parties. Unless
otherwise agreed upon in the event GĔNEOS loans or advances funds to Representative during the term
of this Agreement, such loan shall not be construed as salary, commission, retainer or fee, but shall be
considered a loan subject to interest at the rate agreed to by the parties. To secure payment of
Representativeʹs obligations under this Section 4, Representative hereby grants to GĔNEOS a security
interest in all of Representativeʹs assets, or assets over which Representative has control or in which
Representative has a beneficial interest and which are held by GĔNEOS and/or its clearing firms, or any

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of its affiliates or subsidiaries, from time to time and agrees to execute from time to time, at GĔNEOSʹs
request, any and all documents and instruments necessary to enable GĔNEOS to obtain and retain a
perfected security interest in such assets. Upon a default in payment of Representative’s obligations
under this Section 4, GĔNEOS shall have the right, in its sole and absolute discretion to: (i) exercise any
right or remedy available to it under the Uniform Commercial Code then in effect in the State of Colorado
(or other applicable jurisdiction if appropriate); (ii) exercise any other remedy existing in equity or law;
and (iii) exercise any remedy provided in this Agreement.

5.      Covenants of Representative. Representative hereby covenants and agrees as follows:

               (a)      Not to conduct any business activities contemplated hereunder unless
        Representative is in all respects fully licensed as required by law to conduct such activities;

                  (b)     To pay all expenses incurred in connection with Representativeʹs activities
        hereunder including, without limitation, paying all costs involved in obtaining and maintaining
        requisite licenses and to comply with all applicable rules and regulations of the SEC, FINRA, all
        applicable state Departments of Insurance, the various states in which GĔNEOS offers, purchases
        or sells securities and any other applicable jurisdiction or self-regulatory organization in or
        through which GĔNEOS or Representative is registered, licensed or governed;

                 (c)     To pay all expenses incurred on Representativeʹs behalf by GĔNEOS by reason of
        GĔNEOS ʹs relationship with Representative and/or the clientʹs of Representative, which shall
        include, without limitation, (i) reimbursement of GĔNEOS for any and all costs incidental to or
        necessarily incurred in connection with licensing Representative or any agent, representative or
        employee who may be in the direct or indirect employ of Representative including, but not
        limited to, fingerprint costs, U-4 filing costs registration fees; (ii) reimbursement of GĔNEOS for
        all expenses incurred by reason of bonding or insurance; (iii) any amounts charged to GĔNEOS
        by its correspondent broker or other FINRA member by reason of charges or errors in customer
        accounts serviced by Representative; (iv) any amounts charged against Representative pursuant
        to Section 8 hereof; and (v) any amounts owed by Representative pursuant to Section 9 hereof.

                 (d)     To not engage in any ʺprivate securities transactionʺ as that term is defined from
        time to time in FINRA Conduct Rule 3040

                (e)     To strictly comply with all applicable statutes, rules and regulations of or
        promulgated by the SEC, FINRA, all applicable Departments of Insurance, the various states in
        which GĔNEOS offers, purchases or sells Products and any other applicable jurisdiction or self-
        regulatory organization in or through which GĔNEOS or Representative is registered licensed or
        governed;



               (f)     To comply with and abide by, all of the policies and rules included in the policy
        and procedures manuals of GĔNEOS, as the same may be amended from time to time;

                (g)     To execute, deliver and comply with requests for any and all documents
        reasonably requested by GĔNEOS in connection with Representativeʹs engagement hereunder,
        including, without limitation, documents relating to confidentiality, compliance with GĔNEOS
        procedures, requests for information, withholding agreements and branch manager agreements;

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        (h)      To conduct business consistent with Representativeʹs status as an independent
contractor;

       (i)     To not maintain a dual registration with any other broker/dealer unless
previously approved in writing by GĔNEOS;

        (j)      To obtain written approval of GĔNEOS for all letterheads, signs, business cards
or other indicia of business prior to using same;

        (k)    In soliciting clients, to use only such prospectuses, sales literature, letters,
advertising materials and other sales materials which are current and approved in advance in
writing by GĔNEOS;

        (l)      In soliciting applications or interviewing prospects, to disclose that
Representative is doing so in Representativeʹs capacity as a licensed representative of GĔNEOS
and that all orders for Products, including, but not limited to, listed and over-the-counter stocks,
bonds, options, warrants, mutual funds, unit trusts, public and private limited partnerships
variable insurance, annuity products and Registered Investment Advisory services will be placed
through GĔNEOS;

        (m)    In connection with solicitations, not to take or recommend any action which
Representative may have reason to believe is not in the best interests of Representativeʹs client
and not make any untrue statements or misrepresentations, or omit any material facts,
concerning Products to be offered, sold or purchased;

         (n)       To inform GĔNEOS immediately in writing in the event Representative or
GĔNEOS become the subject of any formal or informal inquiry, investigation or order by any
state, federal, self-regulatory body, arbitration panel or court, or if Representative is put on notice
of any complaint, dispute, violation or other legal action whether oral or in writing and
concerning Representative, GĔNEOS or any other person doing or potentially doing business
with GĔNEOS or if Representativeʹs registration or license to sell or deal in securities or insurance
is or may be denied, suspended, revoked, limited or otherwise adversely affected, or if
Representative is or may be enjoined, temporarily or otherwise, from selling or dealing in
securities or insurance, or if Representative is summoned, arraigned, arrested or indicted for
criminal offense, or if Representative is or may be involved in bankruptcy proceedings;

         (o)     To provide GĔNEOS, upon GĔNEOS ʹs request, information regarding any
subject which relates to Representativeʹs or any other personʹs compliance with applicable
securities laws, GĔNEOS policies and procedures or any provision of this Agreement and to
provide GĔNEOS, at GĔNEOSʹs request, all records in Representativeʹs possession with respect
thereto;

        (p)       To properly report and deliver to GĔNEOS or the appropriate recipients
designated by GĔNEOS, all checks, drafts, funds of any kind and securities which are received
from or on behalf of a customer of Representative or GĔNEOS and to not commingle such funds
or securities with Representativeʹs personal accounts or funds;


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                (q)      Not to borrow money or securities from anyone who is a customer of GĔNEOS;
        and

                (r)     To execute and deliver such additional instruments and documents and to take
        such other actions, including providing to GĔNEOS written or oral statements or as may be
        required by GĔNEOS in order to carry out the objectives of this Agreement.



6.      Representations and Warranties of Representative.

       6.1      Qualification: Authorization. Representative represents and warrants that he is qualified
and authorized to sell any Product and to render services to clients of GĔNEOS and its affiliates as
contemplated herein.

        6.2      No Conflicts. Representative represents and warrants that the performance by
Representative of his obligations hereunder shall not, in any way, conflict with or constitute a breach or
violation of any document, instrument or agreement to which Representative is a party or by which
Representative or Representativeʹs business or assets are bound.

7.      Acknowledgments of Representative

        7.1     Strict Compliance. Representative acknowledges that Representativeʹs strict compliance
with the terms and provisions of this Agreement is a condition to Representativeʹs continued engagement
with GĔNEOS inasmuch as certain provisions of this Agreement are required to enable GĔNEOS to fulfill
the supervisory and compliance functions with which GĔNEOS is statutorily and administratively
charged.

         7.2     GĔNEOS to Determine Regulatory Compliance. Representative acknowledges that if any
disputes arise between GĔNEOS and Representative as to whether Representative is in compliance with
any applicable statutes, rules or regulations of the SEC, FINRA, all applicable Departments of Insurance
and any other regulatory or self-regulatory organization, the decision of GĔNEOS with respect thereto
shall be determinative.

8.       Indemnification. Representative shall indemnify and hold harmless GĔNEOS and its officers,
directors, shareholders, affiliates, agents, employees and independent contractors (ʺIndemnified Partiesʺ)
from and against any and all penalties, claims, demands, causes of action, suits, judgments, costs and
expenses, including without limitation, judgments, arbitration awards, fines, attorneysʹ and paralegal
fees, court costs and arbitration costs of any nature, except those resulting from the willful misconduct or
gross negligence of GĔNEOS, that may be made against an Indemnified Party from and after the date of
this Agreement, arising from or relating to (i) the failure of Representative to keep, perform and observe
any of his covenants hereunder; (ii) any breach of any representation or warranty hereunder; (iii) any act
or omission on the part of Representative; (iv) the failure of Representative to comply with and observe
present and future federal, state, local or regulatory or self-regulatory rules, laws, orders, codes,
regulations and ordinances applicable to Representative or Representativeʹs activities; (v) the activities
performed by Representative incident to or under this Agreement; (vi) any deficits in any account
maintained at GĔNEOS or one of its affiliates and owned or controlled by Representative or in which
Representative has any direct or indirect interests, or any customer account of Representative.
Representative further indemnifies and holds harmless Indemnified Parties from all claims, liabilities,

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costs and expenses, including attorneys fees, paralegal fees, penalties and interest that may arise from,
relate to or are attributed to the failure of GĔNEOS to (a) withhold FICA taxes hereunder; or (b)
contribute to any unemployment insurance plan or any pension, profit sharing or other employee benefit
plan because of a determination that the relationship of Representative with GĔNEOS is other than that
of an independent contractor.

9.      Set Off Right / Holdback.

          9.1     Set Off Right. GĔNEOS, its parent or any of its affiliates, shall be entitled to a set off at
any time against Representativeʹs commissions, compensation, personal securities account over which
Representative exercises individual or joint control or ownership and which is carried by or through
GĔNEOS or other account or assets held by GĔNEOS or any of its affiliates or owing to Representative
from GĔNEOS or any of its affiliates, in order to restore a deficit balance in Representativeʹs commission
or compensation account, repay unsecured debits in customer accounts of Representative, reimburse
GĔNEOS, indemnify GĔNEOS as required or permitted pursuant to this Agreement or otherwise fund
any payment due GĔNEOS hereunder, including without limitation the repayment of any overpayment
by GĔNEOS of any amounts to Representative. Notwithstanding the adequacy of any amounts or assets
in GĔNEOSʹs possession, Representative agrees to be personally liable and responsible to GĔNEOS, its
affiliates, and or its clearing broker or other FINRA member for unsecured debits in customer accounts of
Representative and any collection costs associated therewith.

         9.2     Holdback. In the event that GĔNEOS determines, in its sole discretion, that GĔNEOS
may be liable to a third party as a result of actions or inactions of Representative which are indemnifiable
pursuant to the indemnification provisions hereof, or if any third party claim, complaint, transaction
failure or transaction error in any account assigned to or serviced by or owned or controlled by
Representative remains outstanding and unresolved on the date when payment of commissions under
Section 3.3 hereof would otherwise be due to Representative, GĔNEOS may retain any and all
commissions, compensation or other amount due Representative or asset held by GĔNEOS on
Representativeʹs behalf or in which Representative has any interest to the extent necessary to cover any
and all anticipated losses, settlements, expenses, deficits, reimbursements, indemnified liabilities,
investigations, injuries, office audits and other amounts that may be owed or incurred by GĔNEOS
including any attorneys fees, paralegal fees, investigative and court costs reasonably expected to be
incurred in connection therewith. Upon the resolution of all such matters, GĔNEOS shall return all such
amounts and property to Representative to the extent not used to offset amounts owed GĔNEOS by
Representative.

10.       Confidential Information. Representative recognizes that GĔNEOS and its affiliates have
developed and will continue to develop certain confidential information, including without limitation,
commission and fee schedules, sales and distribution information, price lists, technical information,
reports, business plans, policy manuals, methods, processes, techniques, procedures, proposals, ideas,
concepts, services and other proprietary information related to the business of GĔNEOS, its clients or
prospective clients which GĔNEOS and its affiliates regard as confidential (“Confidential Information”).
Representative agrees that he shall not, either during the period of this Agreement or subsequent to the
discharge of Representative or termination of this Agreement, directly or indirectly, communicate or
divulge to any other person, firm, corporation, or entity or use for his own benefit, any of the
Confidential Information acquired by Representative during the term of this Agreement or subsequent to
this Agreement, unless such information or data is generally known in the industry, unless the
Representative learned of such information or data through a source other than GĔNEOS, its affiliates,

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employees, officers, directors or agents, or unless required by subpoena or operation of law.
Representative agrees that upon termination of this Agreement, he shall deliver to GĔNEOS any of the
Confidential Information in his possession and any other information in his possession required to be
maintained and preserved by GĔNEOS under securities industry rules or standards.

11.        Enforcement by Injunction. Representative acknowledges that the protections of GĔNEOS and
its affiliates set forth in Section 10 of this Agreement are of vital concern to GĔNEOS and its affiliates, that
monetary damages for any violation thereof would not adequately compensate GĔNEOS and its affiliates
and that GĔNEOS and its affiliates are engaged in highly competitive businesses. Accordingly,
Representative agrees that the restrictions set forth in Section 10 are reasonable and that, in addition to
any other remedy, GĔNEOS and its affiliates shall be entitled to enforce such Sections by injunction
whether or not Representative’s engagement hereunder has terminated.

12.       Right to Examine Books and Records. GĔNEOS shall have the right from time to time, with or
without notice, to examine Representativeʹs books, records, documents, computer files and any other
files, including but not limited to personal checkbooks and personal files, and may request copies of any
or all such materials as are necessary to determine compliance with policies and procedures of GĔNEOS
or any regulatory agencies or organizations including but not limited to, the SEC, FINRA, all applicable
Departments of Insurance, the various states in which GĔNEOS offers, purchases or sells Products and
any other applicable jurisdiction regulatory or self-regulatory organization in or through which GĔNEOS
or Representative is registered, licensed or governed.

13.     Miscellaneous.

        13.1     Entire Agreement. This Agreement contains the entire understanding between the
parties with respect to the subject matter hereof and supersedes any prior agreements or understandings
between them with respect thereto. This Agreement may not be modified except by written agreement
signed by the parties hereto and no provision hereof or breach thereof may be waived except in writing
by the party waiving its or his rights.

          13.2   Binding Effect. This Agreement and all the terms and provisions hereof shall be binding
upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, personal or
legal representatives and permitted assigns including, in the case of GĔNEOS, (its subsidiaries and
affiliates) and may not be modified in whole or in part, verbally, by course of conduct or otherwise.
Representative may not assign, pledge or encumber in any way all or any part of his interest under this
Agreement without the prior written consent of GĔNEOS.

         13.3     Merger or Reorganization. GĔNEOS and its affiliates may assign their rights under this
Agreement to any entity, which may acquire all or, substantially all of the businesses, which are currently
conducted by GĔNEOS or its affiliates (or which have evolved therefrom and are substantially similar
thereto), or which may acquire substantially all of the assets and business of GĔNEOS or its affiliates
existing at the time of such acquisition, or with or into which GĔNEOS or its affiliates may be
consolidated or merged, provided that any such assignment shall be subject to the express terms and
conditions of this Agreement.

          13.4    Third Party Beneficiaries. The parties hereto acknowledge and agree that GĔNEOSʹs
affiliates and subsidiaries are intended to be third party beneficiaries of this Agreement with the right to
enforce all of the rights of GĔNEOS hereunder.

                                                         9                 Gĕneos Wealth Management – 01/06/2004
         13.5    Severability. Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law. If there is any provision of this
Agreement, or the application thereof to any party or circumstance, which shall be prohibited by law or
invalid under applicable law, such provision shall be ineffective to the minimal extent of such prohibition
or invalidity without invalidating the remainder of such provision or the remaining provisions of this
Agreement or the application of such provisions to other parties or circumstances. If any term of this
Agreement controverts the express, or in the opinion of counsel of GĔNEOS, the implied provisions of
any applicable regulatory authority or court decision, which term shall be governed by said regulatory
provision or decision then the term of this Agreement so controverted shall be deemed automatically
amended or deleted as applicable. If such amendment or deletion materially affects the substance of this
Agreement, this Agreement shall be subject to immediate termination.

        13.6    Survival. The representations, warranties, covenants, indemnities and obligations
contained herein or made pursuant hereto shall survive the execution and delivery of this Agreement.

         13.7    Governing Law. The construction and interpretation of this Agreement shall be
governed in all respects by the laws of the state of Colorado (without regard to its conflicts of law
principles). The parties hereto irrevocably agree that all actions or proceedings in any way, manner or
respect, arising out of or from or related to this Agreements shall be litigated only in courts having situs
in Denver, Colorado. Each party hereby consents and submits to personal jurisdiction in the State of
Colorado and waives any right such party may have to transfer the venue of any such action or
proceeding. Notwithstanding the foregoing, any action or proceeding in any way, manner or respect,
arising out of or from or related to this Agreement may, at the option of GĔNEOS, be conducted through
arbitration before FINRA in Denver, Colorado, in accordance with FINRA Code of Arbitration Procedure.

         13.8       Attorneysʹ Fees. In the event either party deems it necessary to initiate legal action
against the other to enforce any provision of this Agreement, the prevailing party may recover from the
other, and the losing party does hereby agree to pay, the reasonable costs incurred in initiating,
defending and/or enforcing any provision of this Agreement including, without limitation, reasonable
attorneysʹ and paralegal fees and court costs.

         13.9       Remedies Cumulative. The remedies of the parties provided herein shall be
cumulative and concurrent and may be pursued singularly, successively or together, in any order, at the
sole discretion of the party entitled to such remedy, and may be exercised as often as occasion therefore
shall arise.

         13.10      Notices. All written notices to be given pursuant to this agreement shall be deemed to
have been given and received (a) when personally delivered or sent by facsimile with a confirmation of
transmission; (b) one day after being sent by a nationally recognized overnight courier with guaranteed
next day delivery or (c) three days after being mailed by United States Certified Mail, Return Receipt
Requested, postage prepaid; (i) if to GĔNEOS, then at its corporate address and (ii) if to Representative,
then at his last known address of record on file with GĔNEOS .

        13.11      Headings. The description headings of the respective sections and subsections of this
Agreement are inserted for convenience of reference only and shall not be deemed to modify or affect the
construction of any provisions of this Agreement.


                                                      10                 Gĕneos Wealth Management – 01/06/2004
        13.12 Gender and Number. Unless the context otherwise requires, any pronouns whenever
used herein, shall include the corresponding masculine, feminine or neuter pronouns and the plural shall
include the singular and vice versa.

       13.13 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be an original, but all of which shall constitute one and the same instrument.

14.        Termination

           14.1   Without Cause

                 (a). This Agreement may be terminated by either party without cause at any time by
placing written notice of such termination in the US mail, certified, return receipt requested, addressed to
the other party hereto either at Representativeʹs last known address as contained in GĔNEOSʹs records
(such address may be changed from time to time by written notice thereof being sent and filed with
GĔNEOS), or to GĔNEOS at its then principal place of business. In addition, the agreement shall
automatically terminate in the event of the death of the Representative.

                 (b). If termination of this Agreement is pursuant to the terms of Section 14.1 (a),
GĔNEOS shall continue to pay Representative after termination, or to his estate after his death, so long as
such action is not contrary to law, all commissions on those orders and applications received from
Representative and approved and accepted by GĔNEOS prior to the date of termination, and which were
earned under Section 3 hereof less such deductions or set offs as GĔNEOS may be entitled to hereunder.

           14.2   With Cause

                  (a). In the event Representative is declared a bankrupt, makes an assignment for the
benefit of creditors, has a receiver or trustee appointed for his property, fails to comply with and of the
terms, conditions and obligations of this Agreement, conducts himself in any manner which GĔNEOS, in
its unrestricted discretion, determines to be detrimental to its business or reputation, or in any way
acquire, obtains or engages in any interest, affiliation or employment relating to the solicitation of the
purchase or sale of securities or investments, either direct or indirect, either along or with any person or
entity other than GĔNEOS, GĔNEOS may immediately terminate this Agreement, such termination
being retroactive to the happening of such event(s) and GĔNEOSʹs obligation to pay commissions, either
first year or otherwise, shall immediately cease upon such termination, without notice; and such
termination shall in no way affect GĔNEOSʹs right to collect any amounts which may be due it from
Representative.

                  (b). If any of the grounds for termination pursuant to Section 14.2 (a) above shall exist at
the time of a termination pursuant to Section 14.1, it shall be deemed a termination pursuant to Section
14.2 (a) for the purpose of determining whether any commissions are due Representative after
termination. Failure of GĔNEOS to terminate this Agreement after knowledge that grounds for
termination exist under Section 14.2 (a) above shall not be deemed a waiver by GĔNEOS of its rights to
terminate this Agreement under such Section at any later date.

           IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.


                                                       11                 Gĕneos Wealth Management – 01/06/2004
GĔNEOS WEALTH MANAGEMENT, INC.




By:

                                             (Title)

                                                (Date)




REPRESENTATIVE:




                       [Signature]



      [Print Name]

      Address:




                  12         Gĕneos Wealth Management – 01/06/2004

				
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