IThis PAMM / Copy Trading Services Agreement (hereinafter referred to as the “Agreement”) is made on Date: ___________, (hereinafter the “Effective Date”),

BETWEEN:

1. AN All New Investments (VA) Limited, owners, operators, and hold the official trademark licensing of the website, www.LegacyFX.com, a company duly licensed and regulated by the Vanuatu Financial Services Commission with company number 14579, having its registered office situated at Govant Building, Kumul Highway, P.O. Box 1276 Port Vila, Republic of Vanuatu (hereinafter the “Company”), on the one side; and
2. {FirstName} {LastName} {Client:Country} passport/identification number******************* and residing at ********************** (hereinafter the “Business Introducer”) on the other side. (hereinafter the “Business Introducer”) on the other side.The Company and the Business Introducer are hereinafter whenever the context requires, referred to collectively as “Parties” and individually as “Party”.

WHEREAS:

A) The Company is a regulated investment firm providing investment services in relation to various financial instruments;

B) The Company wishes to be granted by the Business Introducer certain services, as these are set out in the present Agreement (hereinafter the “Services”), and the Business Introducer agrees to provide such Services to the Company, as set forth in this Agreement;

C) The Parties desire to set down in writing their agreement with regard to the provision of the Services by the Business Introducer to the Company, all in accordance with the terms and conditions of this Agreement.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

 1) Interpretation

1.1. Definitions

The following words and expressions when used in this Agreement shall have the following meanings:
a) “Applicable Laws and Regulations” means all laws, regulations, directives, circulars, regulatory administrative decisions, rules of any regulated market or exchange to which the Company and the Business Introducer are or may be subject to from time to time.

b) “Business Day” means a day (other than a Saturday, Sunday, or a public holiday) when banks are open for business in the Republic of Vanuatu.

c) “Client” means a Company’s client, either a legal or natural person, including a prospective client of the Company, who has been or is identified as introduced by the Business Introducer to the Company and with whom the Company shall enter/ has entered into a Client Agreement.

d) “Client Agreement” means the terms of business between the Company and the Client, to which the Client has consented to in writing.

e) “Copy Trading” means when a client chooses to copy the trades of another individual, in this case a business introducer.

f) “Charges and Fees” means the charges relating to the provision of the Services as these are described in Clause 4.

g) “Intellectual Property Rights” means patents (including rights in, and/or to, inventions), trademarks, service marks, trade names and business names (in each case including rights in goodwill attached thereto), design rights, rights in and/ or to internet domain names and website addresses, semi-conductor topography rights, copyright (including future copyright), database rights, rights in and to Confidential Information (including know how and trade secrets) and all other intellectual property rights in each case subsisting at any time in any part of the world (whether registered or unregistered) and (i) any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction, and (ii) any similar or analogous rights to any of these rights, whether arising or granted under the laws of the Republic of Vanuatu or in any other jurisdiction.

h) “Policies and Procedures” means the policies and procedures of the Company, as these may be amended and/ or replaced from time to time.

i) “Services” means the services set out in Clause 3.

1.2. Interpretation

In this Agreement unless the context shall otherwise require:

a) Words importing the singular number include the plural number and vice versa;

b) The appendices form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendices;

c) References to numbered clauses and appendices are references to the relevant clause in or appendix to this Agreement

d) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

e) A reference to a law or statutory provision shall include all subordinate legislation made under that law or statutory provision;

f) The headings to the clauses, schedules and paragraphs of this Agreement shall not affect the interpretation; and

g) Any words following the terms include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2) Terms of the Agreement

2.1. This Agreement shall be effective as of the Effective Date.

2.2. The Parties hereby state and/ or declare that, henceforth, they are only bound by the terms and conditions of the present Agreement.

3) The Services

3.1. With effect from the Effective Date and during the term of this Agreement, the Business Introducer shall be responsible for effecting introductions to the Company (for the provision of brokerage services by the Company), in accordance with the terms and conditions set out herein and the Company shall be responsible to provide the Business Introducer with its trading platform and trading tools necessary for managing those Clients’ portfolios with whom the Business Introducer will enter into a relevant power of attorney for this purpose (hereinafter the “Services”). For the avoidance of any doubt, the Business Introducer shall provide the Clients with portfolio management services.

3.2. The Parties agree that the Company, in its absolute discretion, may refuse without prior notice to accept any prospective client without giving any reason or being liable for any resulting loss. The Parties further acknowledge and agree that, each client proposed by the Business Introducer will be required to meet the current minimum requirements for opening a trading account with the Company for the provision of brokerage services, as these will be communicated by the Company to the Business Introducer.

3.3. If the Company accepts any person introduced by the Business Introducer as a Client, then such a person will enter into a Client Agreement with the Company for the provision of brokerage services and the Client shall be bound by the terms and conditions of the said Client Agreement.

3.4. The Parties further acknowledge and agree that the Business Introducer shall be responsible to manage the assets of the Client’s portfolio or enable a Client to “copy” their account or portfolio, provided that a Power of Attorney is executed between the Business Introducer and the Client. More specifically and for the avoidance of any doubt, the Business Introducer shall enter into a Power of Attorney agreement with the Client regarding the management of the Client’s portfolio. Such Power of Attorney agreementshall be delivered to the Company so that for the latter to accept and follow the Business Introducer’s instructions regarding all aspects of the concerned Client’s portfolio.

3.5. Copy trading is a trading functionality which allows a Client to copy the account of a Business Introducer. A Client does this by either copying a Business Introducer’s trader account or portfolio. By placing a copy order, a Client authorises the automatic recreation of orders onto their account without prior consultation, consent, or approval. This will be executed in the exact same manner and with the same products and trading instructions as on the Business Introducer’s account. a) This copy service allows a Client to copy trades of their appointed Business Introducer, on the LegacyFX platform in two ways: i. Copy a Trader – a Client may choose to copy the individual orders of a single Business Introducer trader. ii. Copy a Portfolio – a Client may choose to copy an entire portfolio containing a multitude of products, instruments, and orders of their appointed Business Introducing trader.

3.6. No exclusivity is granted to the Business Introducer by virtue of this Agreement.

3.7. The Business Introducer shall not outsource or sub-contract the performance of the Services provided hereunder without the prior written approval of the Company.

3.8. Further to Clause 8 of this Agreement, it is further clarified between the Parties that the Company shall not have any responsibility for the actions of the Business Introducer, including the manner the Business Introducer will manage the Clients’ portfolios.

4) Charges and Fees

4.1. In consideration for the Services rendered by the Business Introducer, the Company shall pay the Business Introducer, as of the Effective Date and until the termination of this Agreement in pursuance with Clause 10 below, certain fees on a quarterly basis (hereinafter the “Charges”). These Charges will be agreed between the Parties in writing at the beginning of each quarter, regarding the previous quarter.

4.2. The Business Introducer will issue an invoice to be sent to the Company regarding the Charges to be paid for each quarter.

The Company will settle the invoice within thirty (30) days from the date the invoice is received by the Company.

5) Relationship Management

5.1. The Parties shall each appoint a representative, who shall be the authorised representative of that Party and empowered to act on its behalf in connection with this Agreement (each, a “Contact Person”). The identity of the Contact Person may be changed at any time by the Party appointing that Contact Person, subject to prior written notice being given to the other Party of at least two (2) days before such change takes place. Other representatives whom the Parties may reasonably require shall attend meetings in addition to the Contact Persons.

5.2. The Contact Person of the Business Introducer shall have the day-to-day responsibility for the provision of the Services and for ensuring that the Business Introducer complies with its obligations under this Agreement.

5.3. The Contact Person of the Company shall be available for consultations and providing guidance to the Business Introducer under this Agreement and for ensuring that the Company complies with its obligations under this Agreement.

5.4. Each of the Parties shall ensure that its Contact Person attends a review meeting (the “Review Meeting”), whether in person or by telephone or by such other mode of electronic communication as may be agreed by the Parties at such intervals as shall be requested by either Party. The purpose of the Review Meeting shall be to consider the performance by each Party of its obligations under this Agreement and any matters arising in relation thereto.

5.5. The Contact Person shall use all reasonable efforts to resolve complaints made by either Party in relation to the Services and will negotiate in good faith and take all reasonable steps to remedy such complaints.

6) Obligations of the Business Introducer

6.1. The Business Introducer undertakes to:

a) Provide the Services, in accordance with all regulatory requirements applicable to such Services from time to time and with reasonable care and skill to the standard of professionals performing obligations of the nature contained in this Agreement;

b) Comply with the Company’s instructions regarding the performance of the Services, as such instructions may be given from time to time in accordance with the provisions of this Agreement;

c) Provide the Company from time to time upon the Company’s request, promptly and free of charge, with such information and explanations as the Company reasonably requires for the purpose of ascertaining the performance by the Business Introducer of its obligations under this Agreement and/or performing its own obligations hereunder and/or reasonably required under this Agreement;

d) Inform the Contact Person of the Company promptly in writing of anything which may prevent the Business Introducer from fulfilling its obligations in accordance with this Agreement;

e) Provide the Company with prompt notice of the occurrence of any intent to effect a change of control of the Business Introducer;

f) Actively cooperate with the Company;

g) Permit access to its premises to the Company; h) Ensure that its personnel are trained and able to perform their duties and obligations in connection with this Agreement;

i) Monitor the compliance of the Business Introducer and its personnel with this Agreement.

6.2. The Business Introducer undertakes not to cause or permit actions that may breach or damage any industrial or intellectual property rights of the Company, its licensors or any other third party including without limitation the Company’s name and logos (the “Marks”) and the Company’s registered trademarks. The Business Introducer undertakes to notify the Company, if it suspects any infringement of such rights. In case where such rights are infringed due to the breach of this Agreement, the Business Introducer is liable for any loss suffered to the Company on a full indemnity basis. The Business Introducer further agrees not to challenge the validity of any of the intellectual property of the Company and not to cause or permit any damage to the Marks, the Company’s trademarks and other intellectual property. Furthermore, the Business Introducer undertakes not to use these except for the purposes of this Agreement unless authorised in writing to the contrary by the Company and not to use these in any manner after the term or other sooner determination of this agreement and not to use these or any derivation of the same in the corporate name (if any) of the Business Introducer.

6.3. All Intellectual Property Rights in all materials, documentation and data (including personal data) that the Company makes available to the Business Introducer, belong to the Company or its Business Introducers or licensors. The Business Introducer may not reproduce such materials in part or as a whole without the Company’s consent except where it is necessary to do so for regulatory or other legal purposes and in such circumstances the Business Introducer will record the number and location of all copies of such materials and take steps to prevent unauthorised copying.

6.4. The Business Introducer will be, at all times, fully responsible for ensuring the complete and satisfactory performance of the Services by any of its personnel and will be liable to the Company for their performance and provision of the Services.

6.5. The Business Introducer shall maintain appropriate records, books and information in relation to the Services and provide the Company, with such records, books and information on the performance of the Business Introducer’s obligations under this Agreement as required by the Company in writing in order for the Company to be satisfied that the Business Introducer is performing its obligations effectively and in accordance with the applicable laws and regulatory requirements.

6.6. The Business Introducer shall allow the Company, including any person authorized by the Company from time to time to gain access at all reasonable times to any and all data, books, documents related to the Services and the Clients and to the business premises of the Business Introducer (if required) for the purposes of assessing compliance with this Agreement and/or Applicable Laws and Regulations and/ or the Company’s Policies and Procedures.

6.7. The Business Introducer is obligated to inform Clients of any and all risks associated with trading complex financial instruments in relation to the Services depicted throughout this Agreement, including but not limited to:

a) Understanding that PAMM Accounts and Copy a Trader or Copy a Portfolio actions involve trading executions that are opened, closed, and reflected on a Client’s account without their intervention.

b) Joining a Business Introducer’s PAMM Account or Copying their trades, whose ultimate purpose, intention, or financial status may differ from that of the Client’s.

c) Deposits, withdrawals, and any other actions of a Client’s account may generate a materially different result than that of the Business Introducer, as it may affect the PAMM or copy trading proportions due to a number of different factors including starting account balance, minimum trade size, the investor's account settings, differences in spread, interest, and investment price at time of investment, and also the difference in fees that may be incurred.

d) The Company is unable to provide any guarantee as to the performance of any particular investment, account, portfolio, strategy, or Business Introducer.

e) Past performance, risk scores, statistics, and any other information with respect to Business Introducers under The Company’s PAMM Accounts, Copy a Trader and/or Copy a Portfolio functionalities are not reliable indicators of future performance.

f) The Company and the Business Introducer do not represent or guarantee that a Client will achieve profits or losses similar to those shown on the Business Introducer’s portfolio.

g) The Company and the Business Introducer also do not represent or guarantee that a currently displayed risk score will accurately reflect the risk of future performances.

7) Representations

7.1. Each Party hereby represents and warrants to the other Party, that:

a) It has the full power and authority to execute this Agreement and to consummate the obligations contemplated hereby;

b) All corporate action on its part necessary for the authorisation, execution, delivery and performance of all obligations made under the Agreement has been taken;

c) Neither the execution of this Agreement nor the performance of the terms hereof nor the consummation of the transactions contemplated hereby will conflict with, or result in a violation of, or constitute a default under its corporate documents or any agreement or other instrument to which it is a party or by which it is bound, or to which any its properties are subject; and

d) This Agreement has been duly and validly authorised and executed by it and upon its execution by it, will constitute its valid and binding obligation and subject to all applicable laws will be enforceable against it in accordance with its terms.

7.2. The Business Introducer hereby represents and warrants to the Company, that:

a) It is of a sufficiently good repute and possesses the appropriate general, commercial and professional knowledge and competence required to perform the Services set out herein;

b) It shall have no authority to bind the Company in any way unless specifically contemplated herein or agreed between the Parties in writing;

c) The Business Introducershall not make any misrepresentations to any Clients regarding the Company, its services and/ or its license; d) It is fit and proper to carry out the Services described herein, in accordance with the terms and conditions of this Agreement;

e) It is aware of and fully understands the Company’s internal policies and procedures;

f) It has provided information to the Company for the purposes of the due diligence process carried out by the Company, which is true, complete and accurate in all respects;

g) It will inform the Company forthwith in the event that any of the information it has provided to the Company as part of the due diligence process, ceases to be true, complete and accurate in all respects.

7.3. The Company undertakes to, without undue delay, make available to the Business Introducer all information and documentation necessary (including all relevant Policies and Procedures of the Company, as these may be amended from time to time) for the Business Introducer to provide the Company with the Services and to fulfil its obligations under this Agreement.

7.4. The Company shall notify the Business Introducer in advance by the giving of at least ten (10) Business Days’ notice of any changes in the Company’s relevant Policies and Procedures, unless where such change is a result in the change of applicable laws or regulations in force on the Company or is the result of a direct request by a competent authority on the Company, in which case the Business Introducer will be obliged to comply forthwith with being notified on such a change.

7.5. In cases where clarifications regarding the Company’s Policies and/ or Procedures are requested by the Business Introducer from the Company, the Company shall respond to the requests without any undue delay in any case no later than two (2) Business Days after having received such a request.

8) Indemnification and Limitation of Liability

8.1. The Business Introducer hereby warrants, guarantees and irrevocably undertakes to indemnify and hold harmless the Company and its officers, directors, employees, and agents against all costs, expenses, fines, penalties, losses, judgments, damages, liabilities and other amounts (including without prejudice to the generality of the foregoing, lawyers’, actuaries’, accountants’ and experts’ fees and settlement amounts) arising out of any demand, suit, claim or proceeding in connection with this Agreement and resulting from:

a) Any failure of the Business Introducer to comply with any or all of the terms of this Agreement or any Applicable Laws and Regulations;

b) Any breach of any representation or warranty by the Business Introducer, its employees or representatives; or

c) Any act or omission by the Business Introducer, any subsidiary, or any officer, director, employer, or agent of each of the foregoing. Without prejudice to any of the Company’s rights to bring any legal or other action against the Business Introducer for breach of its obligations whatsoever, the Company accepts responsibility for the provision of the Services by the Business Introducer pursuant to this Agreement.

8.3. Subject to Clause 8.2 the Company shall not accept any responsibility for any of the Business Introducer’s acts or omissions in relation to this Agreement or otherwise.

9) Commencement and Duration This Agreement shall commence of the Effective Date and will continue to be in force until terminated by either Party in accordance with the provisions of Clause 10 of this Agreement (the “Term”).

10) Termination

10.1. This Agreement may be terminated in any of the following ways:

a) By either Party by giving at least thirty (30) calendar days written notice to the other Party, for no reason whatsoever.

b) By the Company immediately upon the Company’s reasonable opinion that the Business Introducer ceases to satisfy the criteria for qualifying as a Business Introducer under the Applicable Laws and Regulations and/ or in the Company’s reasonable opinion is in breach of the Applicable Laws and Regulations.

c) In writing by mutual agreement of both Parties.

d) In accordance with Clause 14.2 below.

e) By either Party by giving notice to the other Party when:

i. The other Party commits any breach of this Agreement;

ii. It gives notice to the other Party to remedy the breach (or to the extent that the breach is not capable of remedy, to give compensation for it);

iii. The other Party fails to rectify any such breach within thirty (30) Business Days of receiving notice to such effect.

f) Immediately by either Party by giving notice to the other Party in any of the following cases:

i. The other Party becomes insolvent, is adjudicated bankrupt, or compounds with, or makes any arrangement with, or makes a general assignment for the benefit of, its creditors; or

ii. The other Party compulsorily or voluntarily enters into liquidation, except for the purposes of a bona fide reconstruction or amalgamation; or

iii. The other Party has an administrator, receiver or manager appointed over the whole, or a substantial part, of its undertakings or assets; or

iv. The other Party ceases or threatens to cease to carry on its business; or

v. If there is a material and concrete risk of being in violation of the applicable laws and regulations or of any guidance or recommendation or letter of the competent authorities and/ or regulator or any other relevant authority if continues servicing this Agreement; or

vi. The other Party involves it in any type of fraud or illegality or breach of applicable laws and regulations or is at risk of involving it in any type of fraud or illegality or breach of applicable laws and regulations; or

vii. It suspects based on reasonable evidence that the other Party is engaged into money laundering activities or terrorist financing or other criminal activities.

10.2. Termination by any Party shall not affect any obligation which has already been incurred by either Party or any legal rights or obligations which may already have arisen under the Agreement.

10.3. The Parties shall, within thirty (30) calendar days of termination, pay each other or set-off between them all sums due under this Agreement, together with all accrued interest.

10.4. Clause 11 shall survive termination of this Agreement.

11) Confidential Information

11.1. For the purposes of this Agreement, “Confidential Information” shall mean the proprietary and confidential data or information (including trade secrets) of the Company which is of tangible or intangible value to the Parties or its Clients and is not public information or is not generally known or available to persons outside the scope of this Agreement or to the competitors of the Company but is known only to the Parties or the clients of the Company and those of Company’s employees, independent contractors, consultants, lawyers, accountants, auditors, agents to whom it must be confided in order to apply it to the uses intended, including, without limitation, information regarding the Company or its clients or prospective clients, investment techniques, the Company’s marketing methods, business plans, fees and rates, The Company’s clients’ information (business(es), operations, finances, accounts, trading history, identification documents). Confidential Information shall not include information which, at the time of disclosure, is already in the public domain through no act or omission of either Party, as applicable.

11.2. The Business Introducer shall not, without the prior express written consent of the Company, disclose, disseminate, reveal or make use of any such Confidential Information acquired during the subsistence of this Agreement, discovered, developed or prepared by either Party, all of which are and shall remain the exclusive property of the Company.

11.3. The Business Introducer shall treat all information relating to the clients of the Company strictly confidential and shall not use it for any purpose other than in connection with this Agreement and in connection with the provision, administration and improvement of the Services hereunder, anti-money laundering and due diligence checks, for research and statistical purposes and for marketing purposes.

11.4. The Business Introducer has the right to disclose information of the Company’s clients (including recordings and documents of a confidential nature, card details) in the following circumstances: a) Where required by law or a court order by a competent court;

b) Where requested by any regulatory authority having control or jurisdiction over the Company;

c) Where necessary in order for the Business Introducer to defend or exercise its legal rights to any court or tribunal or arbitrator or Ombudsman or governmental authority;

d) At the Company’s request or with the Company’s written consent.

11.5. The Parties further acknowledge and agree that they shall comply with the applicable data protection legislation. For the avoidance of any doubt, the Business Introducer warrants that all personal data it will submit to the Company has been gathered under a lawful basis and, where applicable the Client’s consent has been obtained and retained.

12) Data Protection

12.1. Without prejudice to Section 11 above, “Data Processor”, “Data Controller” and “Personal Data” shall have the same meaning ascribed to these terms under the General Data Protection Regulation (EU) 2016/679 (the “GDPR”).

12.2. The Parties acknowledge and agree that both may act as Data Controllers in respect to the Personal Data being submitted by the Business Introducer to the Company for the provision of the Services.

12.3. The Business Introducer ensures that the Personal Data it will submit to the Company regarding the provision of the Services has been gathered lawfully and in accordance with the applicable data protection legislation. To this effect, the Business Introducer shall, inter alia:

a) Guarantees that it shall implement and maintain sufficient technical and organizational measures as required in order to meet the requirements of the GDPR in such a manner that processing will meet the requirements the GDPR and ensure the protection of the rights of the data subject concerned;

b) Shall ensure that all persons authorized to process the personal data on the Business Introducer’s behalf have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

c) Shall taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including without limitation the measures stated in Article 32 of the GDPR;

d) Shall ensure that if the Business Introducer will engage another party to act as processor for carrying out specific processing activities on behalf of the Company, the same data protection obligations as set out in this Agreement shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil its data protection obligations, the Business Introducer shall remain fully Company to the Company for the performance of that other processor's obligations;A

e) Shall ensure that any natural person acting under the authority of the Business Introducer and who has access to Personal Data does not process them except on instructions from the Business Introducer, as per the requirement of providing the Services under the provisions of the present Agreement.

13) Consequences of Termination

13.1. The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either Party accrued at or prior to termination, and subject thereto neither Party shall have any further obligations to the other under this Agreement. The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

13.2. On termination of this Agreement howsoever arising the Business Introducer will at the request of the Company:

a) Promptly return to the Company all papers, documents, objects, data, hardware, equipment, Client information and records together with any copies of them which are in its possession or under its control which relates to the Services whether prepared by itself, the Company or any third party;

b) Provide all reasonable assistance to the Company to affect a smooth transfer of the Services to the Company or any other third party nominated by the Company;

c) Assist the Company so that there is no detriment to the continuity and quality of its provision of services to its Clients; and d) Destroy any copies of all Confidential Information and/or Personal Data of the Company.

14) Force Majeure

14.1. A Force Majeure event includes without limitation each of the following:

a) Government actions, the outbreak of war or hostilities, the threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, requisition, or any other international calamity, economic or political crisis.

b) Act of God, earthquake, tsunami, hurricane, typhoon, accident, storm, flood, fire, epidemic or other natural disaster.

c) Labour disputes and lock-out.

d) Breakdown, failure or malfunction of any electronic, network and communication lines (not due to the bad faith or wilful default of any Party).

e) Any event, act or circumstances not reasonably within the Parties’ control and the effect of the event(s) is such that the Party is not in a position to take any reasonable action to cure the default.

14.2. If, and to the extent that, either Party is prevented or delayed from performing any of its obligations under this Agreement by Force Majeure, it shall promptly so notify the other Party, specifying the matters constituting Force Majeure together with such evidence in verification of those matters constituting Force Majeure as it can reasonably give and specifying the period for which it is estimated that the prevention or delay shall continue.

The Party so affected shall then be relieved of liability to the other for failure to perform, or for delay in performing (as the case may be), its obligations, but shall nevertheless use its best endeavours to resume full performance of its obligations under this Agreement, provided that if the Force Majeure continues for a period of two (2) months or more following notification, the Party not affected by the Force Majeure may terminate this Agreement by giving not less than thirty (30) calendar days prior notice to the other Party. Such notice of termination shall be of no effect if the Party affected by the Force Majeure resumes full performance of its obligations under this Agreement before the expiry of the notice period.

15) Proprietary Rights

15.1. The Company will remain the only owner of any data, information or files that the Business Introducer could have access to in accordance with this Agreement.

15.2. For clarification purposes, both Parties retain access to all data, information and documents required solely for the purpose of fulfilling their obligations under this Agreement and any applicable laws and regulations.

16) Communications and Notices

6.1. Any notices required to be made under this Agreement shall be sent by email to the other Party at the address below or such other address as a Party may notify in writing to the other Party from time to time: Notice to the Company Email: [email protected] d Notice to the Business Introducer Email: _____________________________________________ [PRINT PERSONAL EMAIL]

16.2. Such notice shall be deemed to have been given on delivery date at the relevant address or, if:

a) in the case of a notice sent overseas by airmail, seven (7) Working Days (being Working Days in the place to which the notice is dispatched) after the date of dispatch;

b) if sent by email, on confirmation of receipt from the server or on receipt of an automated delivery receipt or if no such receipt is used on the next Working Day;

c) if delivered by hand, at the time of delivery;

d) in proving that a notice or other communication has been given, it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted by registered mail.

16.3. Each Party has an obligation to notify the other Party immediately of any change in its contact details.

17) Governing Law

17.1. This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the Republic of Vanuatu and the Business Introducer’s country of residence or operation, and any dispute, if an amicable solution cannot be found, shall be submitted to the exclusive jurisdiction of those respective courts.

17.2. If a bona fide dispute arises in relation to the provision of or payment for Services pursuant to this Agreement, or otherwise in relation to the validity, interpretation, implementation and enforcement of this Agreement, or the right, duties and obligations of the Parties pursuant hereto (the “Dispute”), the Contact Persons will diligently work to solve the Dispute as promptly as possible.

18) Assignment

The Business Introducer agrees that it shall not without the prior written consent of the Company assign or novate to any third party or parties any of the rights and/or obligations arising out of the present Agreement.

19) No Waiver

No failure to exercise, nor any delay in the exercise, by either Party to this Agreement of any right, power, privilege or remedy under this Agreement shall impair, or operate as waiver of, such right, power, privilege or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

20) Entire Agreement

This Agreement and the schedules to it shall constitute the entire agreement and understanding between the parties with respect to all matters which are referred to and shall supersede any previous agreement(s) between the Parties in relation to the matters referred to in this agreement. ~ Execution Page Follows

Date: __________

Name: _________

Signature : __________

IThis PAMM / Copy Trading Services Agreement (hereinafter referred to as the “Agreement”) is made on Date: ___________, (hereinafter the “Effective Date”),

BETWEEN:

1. AN All New Investments (VA) Limited, owners, operators, and hold the official trademark licensing of the website, www.LegacyFX.com, a company duly licensed and regulated by the Vanuatu Financial Services Commission with company number 14579, having its registered office situated at Govant Building, Kumul Highway, P.O. Box 1276 Port Vila, Republic of Vanuatu (hereinafter the “Company”), on the one side; and
2. {FirstName} {LastName} {Client:Country} passport/identification number******************* and residing at ********************** (hereinafter the “Business Introducer”) on the other side. (hereinafter the “Business Introducer”) on the other side.The Company and the Business Introducer are hereinafter whenever the context requires, referred to collectively as “Parties” and individually as “Party”.

WHEREAS:

A) The Company is a regulated investment firm providing investment services in relation to various financial instruments;

B) The Company wishes to be granted by the Business Introducer certain services, as these are set out in the present Agreement (hereinafter the “Services”), and the Business Introducer agrees to provide such Services to the Company, as set forth in this Agreement;

C) The Parties desire to set down in writing their agreement with regard to the provision of the Services by the Business Introducer to the Company, all in accordance with the terms and conditions of this Agreement.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

 1) Interpretation

1.1. Definitions

The following words and expressions when used in this Agreement shall have the following meanings:
a) “Applicable Laws and Regulations” means all laws, regulations, directives, circulars, regulatory administrative decisions, rules of any regulated market or exchange to which the Company and the Business Introducer are or may be subject to from time to time.

b) “Business Day” means a day (other than a Saturday, Sunday, or a public holiday) when banks are open for business in the Republic of Vanuatu.

c) “Client” means a Company’s client, either a legal or natural person, including a prospective client of the Company, who has been or is identified as introduced by the Business Introducer to the Company and with whom the Company shall enter/ has entered into a Client Agreement.

d) “Client Agreement” means the terms of business between the Company and the Client, to which the Client has consented to in writing.

e) “Copy Trading” means when a client chooses to copy the trades of another individual, in this case a business introducer.

f) “Charges and Fees” means the charges relating to the provision of the Services as these are described in Clause 4.

g) “Intellectual Property Rights” means patents (including rights in, and/or to, inventions), trademarks, service marks, trade names and business names (in each case including rights in goodwill attached thereto), design rights, rights in and/ or to internet domain names and website addresses, semi-conductor topography rights, copyright (including future copyright), database rights, rights in and to Confidential Information (including know how and trade secrets) and all other intellectual property rights in each case subsisting at any time in any part of the world (whether registered or unregistered) and (i) any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction, and (ii) any similar or analogous rights to any of these rights, whether arising or granted under the laws of the Republic of Vanuatu or in any other jurisdiction.

h) “Policies and Procedures” means the policies and procedures of the Company, as these may be amended and/ or replaced from time to time.

i) “Services” means the services set out in Clause 3.

1.2. Interpretation

In this Agreement unless the context shall otherwise require:

a) Words importing the singular number include the plural number and vice versa;

b) The appendices form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Appendices;

c) References to numbered clauses and appendices are references to the relevant clause in or appendix to this Agreement

d) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

e) A reference to a law or statutory provision shall include all subordinate legislation made under that law or statutory provision;

f) The headings to the clauses, schedules and paragraphs of this Agreement shall not affect the interpretation; and

g) Any words following the terms include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2) Terms of the Agreement

2.1. This Agreement shall be effective as of the Effective Date.

2.2. The Parties hereby state and/ or declare that, henceforth, they are only bound by the terms and conditions of the present Agreement.

3) The Services

3.1. With effect from the Effective Date and during the term of this Agreement, the Business Introducer shall be responsible for effecting introductions to the Company (for the provision of brokerage services by the Company), in accordance with the terms and conditions set out herein and the Company shall be responsible to provide the Business Introducer with its trading platform and trading tools necessary for managing those Clients’ portfolios with whom the Business Introducer will enter into a relevant power of attorney for this purpose (hereinafter the “Services”). For the avoidance of any doubt, the Business Introducer shall provide the Clients with portfolio management services.

3.2. The Parties agree that the Company, in its absolute discretion, may refuse without prior notice to accept any prospective client without giving any reason or being liable for any resulting loss. The Parties further acknowledge and agree that, each client proposed by the Business Introducer will be required to meet the current minimum requirements for opening a trading account with the Company for the provision of brokerage services, as these will be communicated by the Company to the Business Introducer.

3.3. If the Company accepts any person introduced by the Business Introducer as a Client, then such a person will enter into a Client Agreement with the Company for the provision of brokerage services and the Client shall be bound by the terms and conditions of the said Client Agreement.

3.4. The Parties further acknowledge and agree that the Business Introducer shall be responsible to manage the assets of the Client’s portfolio or enable a Client to “copy” their account or portfolio, provided that a Power of Attorney is executed between the Business Introducer and the Client. More specifically and for the avoidance of any doubt, the Business Introducer shall enter into a Power of Attorney agreement with the Client regarding the management of the Client’s portfolio. Such Power of Attorney agreementshall be delivered to the Company so that for the latter to accept and follow the Business Introducer’s instructions regarding all aspects of the concerned Client’s portfolio.

3.5. Copy trading is a trading functionality which allows a Client to copy the account of a Business Introducer. A Client does this by either copying a Business Introducer’s trader account or portfolio. By placing a copy order, a Client authorises the automatic recreation of orders onto their account without prior consultation, consent, or approval. This will be executed in the exact same manner and with the same products and trading instructions as on the Business Introducer’s account. a) This copy service allows a Client to copy trades of their appointed Business Introducer, on the LegacyFX platform in two ways: i. Copy a Trader – a Client may choose to copy the individual orders of a single Business Introducer trader. ii. Copy a Portfolio – a Client may choose to copy an entire portfolio containing a multitude of products, instruments, and orders of their appointed Business Introducing trader.

3.6. No exclusivity is granted to the Business Introducer by virtue of this Agreement.

3.7. The Business Introducer shall not outsource or sub-contract the performance of the Services provided hereunder without the prior written approval of the Company.

3.8. Further to Clause 8 of this Agreement, it is further clarified between the Parties that the Company shall not have any responsibility for the actions of the Business Introducer, including the manner the Business Introducer will manage the Clients’ portfolios.

4) Charges and Fees

4.1. In consideration for the Services rendered by the Business Introducer, the Company shall pay the Business Introducer, as of the Effective Date and until the termination of this Agreement in pursuance with Clause 10 below, certain fees on a quarterly basis (hereinafter the “Charges”). These Charges will be agreed between the Parties in writing at the beginning of each quarter, regarding the previous quarter.

4.2. The Business Introducer will issue an invoice to be sent to the Company regarding the Charges to be paid for each quarter.

The Company will settle the invoice within thirty (30) days from the date the invoice is received by the Company.

5) Relationship Management

5.1. The Parties shall each appoint a representative, who shall be the authorised representative of that Party and empowered to act on its behalf in connection with this Agreement (each, a “Contact Person”). The identity of the Contact Person may be changed at any time by the Party appointing that Contact Person, subject to prior written notice being given to the other Party of at least two (2) days before such change takes place. Other representatives whom the Parties may reasonably require shall attend meetings in addition to the Contact Persons.

5.2. The Contact Person of the Business Introducer shall have the day-to-day responsibility for the provision of the Services and for ensuring that the Business Introducer complies with its obligations under this Agreement.

5.3. The Contact Person of the Company shall be available for consultations and providing guidance to the Business Introducer under this Agreement and for ensuring that the Company complies with its obligations under this Agreement.

5.4. Each of the Parties shall ensure that its Contact Person attends a review meeting (the “Review Meeting”), whether in person or by telephone or by such other mode of electronic communication as may be agreed by the Parties at such intervals as shall be requested by either Party. The purpose of the Review Meeting shall be to consider the performance by each Party of its obligations under this Agreement and any matters arising in relation thereto.

5.5. The Contact Person shall use all reasonable efforts to resolve complaints made by either Party in relation to the Services and will negotiate in good faith and take all reasonable steps to remedy such complaints.

6) Obligations of the Business Introducer

6.1. The Business Introducer undertakes to:

a) Provide the Services, in accordance with all regulatory requirements applicable to such Services from time to time and with reasonable care and skill to the standard of professionals performing obligations of the nature contained in this Agreement;

b) Comply with the Company’s instructions regarding the performance of the Services, as such instructions may be given from time to time in accordance with the provisions of this Agreement;

c) Provide the Company from time to time upon the Company’s request, promptly and free of charge, with such information and explanations as the Company reasonably requires for the purpose of ascertaining the performance by the Business Introducer of its obligations under this Agreement and/or performing its own obligations hereunder and/or reasonably required under this Agreement;

d) Inform the Contact Person of the Company promptly in writing of anything which may prevent the Business Introducer from fulfilling its obligations in accordance with this Agreement;

e) Provide the Company with prompt notice of the occurrence of any intent to effect a change of control of the Business Introducer;

f) Actively cooperate with the Company;

g) Permit access to its premises to the Company; h) Ensure that its personnel are trained and able to perform their duties and obligations in connection with this Agreement;

i) Monitor the compliance of the Business Introducer and its personnel with this Agreement.

6.2. The Business Introducer undertakes not to cause or permit actions that may breach or damage any industrial or intellectual property rights of the Company, its licensors or any other third party including without limitation the Company’s name and logos (the “Marks”) and the Company’s registered trademarks. The Business Introducer undertakes to notify the Company, if it suspects any infringement of such rights. In case where such rights are infringed due to the breach of this Agreement, the Business Introducer is liable for any loss suffered to the Company on a full indemnity basis. The Business Introducer further agrees not to challenge the validity of any of the intellectual property of the Company and not to cause or permit any damage to the Marks, the Company’s trademarks and other intellectual property. Furthermore, the Business Introducer undertakes not to use these except for the purposes of this Agreement unless authorised in writing to the contrary by the Company and not to use these in any manner after the term or other sooner determination of this agreement and not to use these or any derivation of the same in the corporate name (if any) of the Business Introducer.

6.3. All Intellectual Property Rights in all materials, documentation and data (including personal data) that the Company makes available to the Business Introducer, belong to the Company or its Business Introducers or licensors. The Business Introducer may not reproduce such materials in part or as a whole without the Company’s consent except where it is necessary to do so for regulatory or other legal purposes and in such circumstances the Business Introducer will record the number and location of all copies of such materials and take steps to prevent unauthorised copying.

6.4. The Business Introducer will be, at all times, fully responsible for ensuring the complete and satisfactory performance of the Services by any of its personnel and will be liable to the Company for their performance and provision of the Services.

6.5. The Business Introducer shall maintain appropriate records, books and information in relation to the Services and provide the Company, with such records, books and information on the performance of the Business Introducer’s obligations under this Agreement as required by the Company in writing in order for the Company to be satisfied that the Business Introducer is performing its obligations effectively and in accordance with the applicable laws and regulatory requirements.

6.6. The Business Introducer shall allow the Company, including any person authorized by the Company from time to time to gain access at all reasonable times to any and all data, books, documents related to the Services and the Clients and to the business premises of the Business Introducer (if required) for the purposes of assessing compliance with this Agreement and/or Applicable Laws and Regulations and/ or the Company’s Policies and Procedures.

6.7. The Business Introducer is obligated to inform Clients of any and all risks associated with trading complex financial instruments in relation to the Services depicted throughout this Agreement, including but not limited to:

a) Understanding that PAMM Accounts and Copy a Trader or Copy a Portfolio actions involve trading executions that are opened, closed, and reflected on a Client’s account without their intervention.

b) Joining a Business Introducer’s PAMM Account or Copying their trades, whose ultimate purpose, intention, or financial status may differ from that of the Client’s.

c) Deposits, withdrawals, and any other actions of a Client’s account may generate a materially different result than that of the Business Introducer, as it may affect the PAMM or copy trading proportions due to a number of different factors including starting account balance, minimum trade size, the investor's account settings, differences in spread, interest, and investment price at time of investment, and also the difference in fees that may be incurred.

d) The Company is unable to provide any guarantee as to the performance of any particular investment, account, portfolio, strategy, or Business Introducer.

e) Past performance, risk scores, statistics, and any other information with respect to Business Introducers under The Company’s PAMM Accounts, Copy a Trader and/or Copy a Portfolio functionalities are not reliable indicators of future performance.

f) The Company and the Business Introducer do not represent or guarantee that a Client will achieve profits or losses similar to those shown on the Business Introducer’s portfolio.

g) The Company and the Business Introducer also do not represent or guarantee that a currently displayed risk score will accurately reflect the risk of future performances.

7) Representations

7.1. Each Party hereby represents and warrants to the other Party, that:

a) It has the full power and authority to execute this Agreement and to consummate the obligations contemplated hereby;

b) All corporate action on its part necessary for the authorisation, execution, delivery and performance of all obligations made under the Agreement has been taken;

c) Neither the execution of this Agreement nor the performance of the terms hereof nor the consummation of the transactions contemplated hereby will conflict with, or result in a violation of, or constitute a default under its corporate documents or any agreement or other instrument to which it is a party or by which it is bound, or to which any its properties are subject; and

d) This Agreement has been duly and validly authorised and executed by it and upon its execution by it, will constitute its valid and binding obligation and subject to all applicable laws will be enforceable against it in accordance with its terms.

7.2. The Business Introducer hereby represents and warrants to the Company, that:

a) It is of a sufficiently good repute and possesses the appropriate general, commercial and professional knowledge and competence required to perform the Services set out herein;

b) It shall have no authority to bind the Company in any way unless specifically contemplated herein or agreed between the Parties in writing;

c) The Business Introducershall not make any misrepresentations to any Clients regarding the Company, its services and/ or its license; d) It is fit and proper to carry out the Services described herein, in accordance with the terms and conditions of this Agreement;

e) It is aware of and fully understands the Company’s internal policies and procedures;

f) It has provided information to the Company for the purposes of the due diligence process carried out by the Company, which is true, complete and accurate in all respects;

g) It will inform the Company forthwith in the event that any of the information it has provided to the Company as part of the due diligence process, ceases to be true, complete and accurate in all respects.

7.3. The Company undertakes to, without undue delay, make available to the Business Introducer all information and documentation necessary (including all relevant Policies and Procedures of the Company, as these may be amended from time to time) for the Business Introducer to provide the Company with the Services and to fulfil its obligations under this Agreement.

7.4. The Company shall notify the Business Introducer in advance by the giving of at least ten (10) Business Days’ notice of any changes in the Company’s relevant Policies and Procedures, unless where such change is a result in the change of applicable laws or regulations in force on the Company or is the result of a direct request by a competent authority on the Company, in which case the Business Introducer will be obliged to comply forthwith with being notified on such a change.

7.5. In cases where clarifications regarding the Company’s Policies and/ or Procedures are requested by the Business Introducer from the Company, the Company shall respond to the requests without any undue delay in any case no later than two (2) Business Days after having received such a request.

8) Indemnification and Limitation of Liability

8.1. The Business Introducer hereby warrants, guarantees and irrevocably undertakes to indemnify and hold harmless the Company and its officers, directors, employees, and agents against all costs, expenses, fines, penalties, losses, judgments, damages, liabilities and other amounts (including without prejudice to the generality of the foregoing, lawyers’, actuaries’, accountants’ and experts’ fees and settlement amounts) arising out of any demand, suit, claim or proceeding in connection with this Agreement and resulting from:

a) Any failure of the Business Introducer to comply with any or all of the terms of this Agreement or any Applicable Laws and Regulations;

b) Any breach of any representation or warranty by the Business Introducer, its employees or representatives; or

c) Any act or omission by the Business Introducer, any subsidiary, or any officer, director, employer, or agent of each of the foregoing. Without prejudice to any of the Company’s rights to bring any legal or other action against the Business Introducer for breach of its obligations whatsoever, the Company accepts responsibility for the provision of the Services by the Business Introducer pursuant to this Agreement.

8.3. Subject to Clause 8.2 the Company shall not accept any responsibility for any of the Business Introducer’s acts or omissions in relation to this Agreement or otherwise.

9) Commencement and Duration This Agreement shall commence of the Effective Date and will continue to be in force until terminated by either Party in accordance with the provisions of Clause 10 of this Agreement (the “Term”).

10) Termination

10.1. This Agreement may be terminated in any of the following ways:

a) By either Party by giving at least thirty (30) calendar days written notice to the other Party, for no reason whatsoever.

b) By the Company immediately upon the Company’s reasonable opinion that the Business Introducer ceases to satisfy the criteria for qualifying as a Business Introducer under the Applicable Laws and Regulations and/ or in the Company’s reasonable opinion is in breach of the Applicable Laws and Regulations.

c) In writing by mutual agreement of both Parties.

d) In accordance with Clause 14.2 below.

e) By either Party by giving notice to the other Party when:

i. The other Party commits any breach of this Agreement;

ii. It gives notice to the other Party to remedy the breach (or to the extent that the breach is not capable of remedy, to give compensation for it);

iii. The other Party fails to rectify any such breach within thirty (30) Business Days of receiving notice to such effect.

f) Immediately by either Party by giving notice to the other Party in any of the following cases:

i. The other Party becomes insolvent, is adjudicated bankrupt, or compounds with, or makes any arrangement with, or makes a general assignment for the benefit of, its creditors; or

ii. The other Party compulsorily or voluntarily enters into liquidation, except for the purposes of a bona fide reconstruction or amalgamation; or

iii. The other Party has an administrator, receiver or manager appointed over the whole, or a substantial part, of its undertakings or assets; or

iv. The other Party ceases or threatens to cease to carry on its business; or

v. If there is a material and concrete risk of being in violation of the applicable laws and regulations or of any guidance or recommendation or letter of the competent authorities and/ or regulator or any other relevant authority if continues servicing this Agreement; or

vi. The other Party involves it in any type of fraud or illegality or breach of applicable laws and regulations or is at risk of involving it in any type of fraud or illegality or breach of applicable laws and regulations; or

vii. It suspects based on reasonable evidence that the other Party is engaged into money laundering activities or terrorist financing or other criminal activities.

10.2. Termination by any Party shall not affect any obligation which has already been incurred by either Party or any legal rights or obligations which may already have arisen under the Agreement.

10.3. The Parties shall, within thirty (30) calendar days of termination, pay each other or set-off between them all sums due under this Agreement, together with all accrued interest.

10.4. Clause 11 shall survive termination of this Agreement.

11) Confidential Information

11.1. For the purposes of this Agreement, “Confidential Information” shall mean the proprietary and confidential data or information (including trade secrets) of the Company which is of tangible or intangible value to the Parties or its Clients and is not public information or is not generally known or available to persons outside the scope of this Agreement or to the competitors of the Company but is known only to the Parties or the clients of the Company and those of Company’s employees, independent contractors, consultants, lawyers, accountants, auditors, agents to whom it must be confided in order to apply it to the uses intended, including, without limitation, information regarding the Company or its clients or prospective clients, investment techniques, the Company’s marketing methods, business plans, fees and rates, The Company’s clients’ information (business(es), operations, finances, accounts, trading history, identification documents). Confidential Information shall not include information which, at the time of disclosure, is already in the public domain through no act or omission of either Party, as applicable.

11.2. The Business Introducer shall not, without the prior express written consent of the Company, disclose, disseminate, reveal or make use of any such Confidential Information acquired during the subsistence of this Agreement, discovered, developed or prepared by either Party, all of which are and shall remain the exclusive property of the Company.

11.3. The Business Introducer shall treat all information relating to the clients of the Company strictly confidential and shall not use it for any purpose other than in connection with this Agreement and in connection with the provision, administration and improvement of the Services hereunder, anti-money laundering and due diligence checks, for research and statistical purposes and for marketing purposes.

11.4. The Business Introducer has the right to disclose information of the Company’s clients (including recordings and documents of a confidential nature, card details) in the following circumstances: a) Where required by law or a court order by a competent court;

b) Where requested by any regulatory authority having control or jurisdiction over the Company;

c) Where necessary in order for the Business Introducer to defend or exercise its legal rights to any court or tribunal or arbitrator or Ombudsman or governmental authority;

d) At the Company’s request or with the Company’s written consent.

11.5. The Parties further acknowledge and agree that they shall comply with the applicable data protection legislation. For the avoidance of any doubt, the Business Introducer warrants that all personal data it will submit to the Company has been gathered under a lawful basis and, where applicable the Client’s consent has been obtained and retained.

12) Data Protection

12.1. Without prejudice to Section 11 above, “Data Processor”, “Data Controller” and “Personal Data” shall have the same meaning ascribed to these terms under the General Data Protection Regulation (EU) 2016/679 (the “GDPR”).

12.2. The Parties acknowledge and agree that both may act as Data Controllers in respect to the Personal Data being submitted by the Business Introducer to the Company for the provision of the Services.

12.3. The Business Introducer ensures that the Personal Data it will submit to the Company regarding the provision of the Services has been gathered lawfully and in accordance with the applicable data protection legislation. To this effect, the Business Introducer shall, inter alia:

a) Guarantees that it shall implement and maintain sufficient technical and organizational measures as required in order to meet the requirements of the GDPR in such a manner that processing will meet the requirements the GDPR and ensure the protection of the rights of the data subject concerned;

b) Shall ensure that all persons authorized to process the personal data on the Business Introducer’s behalf have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

c) Shall taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including without limitation the measures stated in Article 32 of the GDPR;

d) Shall ensure that if the Business Introducer will engage another party to act as processor for carrying out specific processing activities on behalf of the Company, the same data protection obligations as set out in this Agreement shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR. Where that other processor fails to fulfil its data protection obligations, the Business Introducer shall remain fully Company to the Company for the performance of that other processor's obligations;A

e) Shall ensure that any natural person acting under the authority of the Business Introducer and who has access to Personal Data does not process them except on instructions from the Business Introducer, as per the requirement of providing the Services under the provisions of the present Agreement.

13) Consequences of Termination

13.1. The termination of this Agreement howsoever arising is without prejudice to the rights, duties and liabilities of either Party accrued at or prior to termination, and subject thereto neither Party shall have any further obligations to the other under this Agreement. The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

13.2. On termination of this Agreement howsoever arising the Business Introducer will at the request of the Company:

a) Promptly return to the Company all papers, documents, objects, data, hardware, equipment, Client information and records together with any copies of them which are in its possession or under its control which relates to the Services whether prepared by itself, the Company or any third party;

b) Provide all reasonable assistance to the Company to affect a smooth transfer of the Services to the Company or any other third party nominated by the Company;

c) Assist the Company so that there is no detriment to the continuity and quality of its provision of services to its Clients; and d) Destroy any copies of all Confidential Information and/or Personal Data of the Company.

14) Force Majeure

14.1. A Force Majeure event includes without limitation each of the following:

a) Government actions, the outbreak of war or hostilities, the threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, requisition, or any other international calamity, economic or political crisis.

b) Act of God, earthquake, tsunami, hurricane, typhoon, accident, storm, flood, fire, epidemic or other natural disaster.

c) Labour disputes and lock-out.

d) Breakdown, failure or malfunction of any electronic, network and communication lines (not due to the bad faith or wilful default of any Party).

e) Any event, act or circumstances not reasonably within the Parties’ control and the effect of the event(s) is such that the Party is not in a position to take any reasonable action to cure the default.

14.2. If, and to the extent that, either Party is prevented or delayed from performing any of its obligations under this Agreement by Force Majeure, it shall promptly so notify the other Party, specifying the matters constituting Force Majeure together with such evidence in verification of those matters constituting Force Majeure as it can reasonably give and specifying the period for which it is estimated that the prevention or delay shall continue.

The Party so affected shall then be relieved of liability to the other for failure to perform, or for delay in performing (as the case may be), its obligations, but shall nevertheless use its best endeavours to resume full performance of its obligations under this Agreement, provided that if the Force Majeure continues for a period of two (2) months or more following notification, the Party not affected by the Force Majeure may terminate this Agreement by giving not less than thirty (30) calendar days prior notice to the other Party. Such notice of termination shall be of no effect if the Party affected by the Force Majeure resumes full performance of its obligations under this Agreement before the expiry of the notice period.

15) Proprietary Rights

15.1. The Company will remain the only owner of any data, information or files that the Business Introducer could have access to in accordance with this Agreement.

15.2. For clarification purposes, both Parties retain access to all data, information and documents required solely for the purpose of fulfilling their obligations under this Agreement and any applicable laws and regulations.

16) Communications and Notices

6.1. Any notices required to be made under this Agreement shall be sent by email to the other Party at the address below or such other address as a Party may notify in writing to the other Party from time to time: Notice to the Company Email: [email protected] d Notice to the Business Introducer Email: _____________________________________________ [PRINT PERSONAL EMAIL]

16.2. Such notice shall be deemed to have been given on delivery date at the relevant address or, if:

a) in the case of a notice sent overseas by airmail, seven (7) Working Days (being Working Days in the place to which the notice is dispatched) after the date of dispatch;

b) if sent by email, on confirmation of receipt from the server or on receipt of an automated delivery receipt or if no such receipt is used on the next Working Day;

c) if delivered by hand, at the time of delivery;

d) in proving that a notice or other communication has been given, it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted by registered mail.

16.3. Each Party has an obligation to notify the other Party immediately of any change in its contact details.

17) Governing Law

17.1. This Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the Republic of Vanuatu and the Business Introducer’s country of residence or operation, and any dispute, if an amicable solution cannot be found, shall be submitted to the exclusive jurisdiction of those respective courts.

17.2. If a bona fide dispute arises in relation to the provision of or payment for Services pursuant to this Agreement, or otherwise in relation to the validity, interpretation, implementation and enforcement of this Agreement, or the right, duties and obligations of the Parties pursuant hereto (the “Dispute”), the Contact Persons will diligently work to solve the Dispute as promptly as possible.

18) Assignment

The Business Introducer agrees that it shall not without the prior written consent of the Company assign or novate to any third party or parties any of the rights and/or obligations arising out of the present Agreement.

19) No Waiver

No failure to exercise, nor any delay in the exercise, by either Party to this Agreement of any right, power, privilege or remedy under this Agreement shall impair, or operate as waiver of, such right, power, privilege or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

20) Entire Agreement

This Agreement and the schedules to it shall constitute the entire agreement and understanding between the parties with respect to all matters which are referred to and shall supersede any previous agreement(s) between the Parties in relation to the matters referred to in this agreement. ~ Execution Page Follows

Date: __________

Name: _________

Signature : __________