Spread International Company (SIC) DMCC

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Spread International is a licensed Money Manager and Intermediary in Currencies and Commodities by the Dubai Gold and Commodity Exchange (DGCX), and by the Dubai Municipal Commodities Centre (DMCC), regulated by the Emirates Securities Commodities Authority (SCA). This Agreement is by and between: Spread International Company (SIC) DMCC

Email:  [email protected]  Email: [email protected]  (“Broker”); and___________________________________________________, and its affiliates, (collectively, “Provider”). RECITALS WHEREAS; Broker is desirous to engage in operations as a Custodian by contracting the provider to develop management, marketing and trading expertise (hereinafter the “Services”) of the Provider of the Business and maintain and manage it to the benefit of the Broker and the Provider at the agreed Remuneration on the other terms and conditions set forth in this Agreement; and WHEREAS; Provider is willing to enter into this agreement to deliver Services to the Broker at the agreed remuneration and subject to the other terms and conditions set forth in this Agreement.  NOW, THEREFORE, in consideration consideration of the spirit of the recitals, recitals, the conditions aand nd mutual covenants contained herein, the parties agree:

1.  Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth herein: “Agreement” means this agreement including any annexure attached hereto; “Affiliate” means any holding company, subsidiary or fellow subsidiary of a party to this agreement, any  person that holds shares shares in such party or a company in which such party holds shares and any agent, nominee or business associate of any of the aforementioned companies and/or persons, or any person which is for the time-being directly or indirectly under common or joint control with such party; “Business” means the business conducted by the Broker as a custodian including, wi thout limitation to, administration and management of client accounts and risk and liquidity requirements, marketing of the  Products and all other similar and specific requirements associated with the running of a Business as a

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custodian including but not limited to the required compliance, accounting, marketing and management and the terms and conditions of this Agreement;’   “Client” means all entities or individuals solicited by the Broker and the Provider which directly or indirectly uses the Platform and/or Software of the Broker; “Circumvent” means approaching in any way whatsoever, whether directly or indirectly, any Client, associate, employee, or representative of the Provider enticing them to an agreement or business relationship of whatsoever nature without the written consent of the Provider; “Confidential” means any confidential and proprietary information concerning the other Party, including, without limitation, information concerning operations, business strategy, financial affairs, performance results, contractual rights and obligations of that Party; “Data base” means the client base of the Broker that currently has funded trading accounts and are using the Platform for self-directed spot Forex trading as well as the future potential client base solicited

specifically for the Platform by the Parties that will use the Platform in the future; "Documentation" means all user instructions and training material for the Software together with any additions and updates thereto, and any portion of any of the foregoing, whether developed by the Broker or secured from a third party; “Gross Revenue” means the commission and rebate revenue received from all Forex transactions from Clients less commission and rebate payments made to introducing brokers, account executives and agents responsible for soliciting, introducing and servicing Forex customer accounts as well as general sales tax or any other duties or levies imposed; “Material obligation” means an obligation which could, if not fulfilled, result in a breach which would  prevent the non-breaching party from: (a) Conducting the Business;

(b) Subjecting the non-breaching party to third party claims from fr om Clients; “Misuse” means any fraudulent or willful negligent use or presentation of the P latform and Documentation not considered necessary for the normal day to day running of the Business;

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“Net revenue” means “Gross Revenue” less all the operating expenses agreed to in writing between the Broker and the Provider and considered necessary to run the Forex operation of the Broker as well as all other cost considered necessary by the Provider for the effective support of the Broker by the Provider. “Party” means either the Broker or the Provider;   “Parties” means the Broker and the Provider, collectively;   “Platform” means the Internet based Forex trading Platform owned by the Provider as well as  the backend Forex dealing desk that can be associated with the business of a Forex trader featuring internationally acceptable accounting and financial management reporting r eporting functions to facilitate full and transparent disclosure for auditing and management purposes; “Products” means the Products that the Business can market and promote including, without limitation, software based self-trading Forex product on the Platform, a managed account Forex trading product on the Platform, Including Swaps, options, forwards, physical delivery and other derivatives of FOREX, a hedge fund based Forex product on the Platform and an Internet based Forex product on the Platform under trademark selected by the Provider and registered and developed in the name of the Provider; “Remuneration” means any revenue paid by the Broker to the Provider for the management, marketing and trading activities generated on the Platform as a result of the efforts of the Provider as well as any other fees agreed to by the Parties in writing, signed and attached to this Agreement as Annex A; “Services” means all management, marketing and trading activities associated with the running and management of the Platform and the Software by the Provider on the terms and conditions as set out in this agreement. “Software” means any programs and customized code which are developed, purchased or licensed the Provider and are completely separable and can stand alone from the Platform as Software, but which are written, created, or later modified to interface with the Platform by mutual agreement of the Parties;

2.  Obligations of The Broker

1. Guarantees not to Circumvent the Provider in any way whatsoever or disclose any Confidential information to any third party or to any a ny of its affiliates, employees or advisors, whether directly or indirectly except as required by applicable law or legal process or pursuant to any legal, regulatory or self-regulatory requests for information or documents or except as necessary to effectuate the terms of this Agreement; 2.  Ensure that all the necessary requirements of the SEC or any other rregulatory egulatory body be adhered to with respect to but not limited to the examination and licensing requirements of its managers, traders and agents;

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3.  Keep proper financial records according to general accepted accounting practice and allow the Provider full financial disclosure into its affairs for the purpose of auditing the Remuneration  payouts and diligently diligently assist and supply supply to the Provider all in information formation they may require; 4.  Undertakes to not bind the Provider in any way whatsoever nor supply any guarantees or make any endorsements to third parties without the express written approval of the Provider except as set forth in this agreement, 5.  Acknowledges that it has and will obtain no proprietary interest in the intellectual property and trademarks of the Provider and agrees not to use the same in any other manner and to discontinue all use thereof immediately upon termination of this Agreement. The Broker furthermore agrees that the Provider shall be entitled to temporary, preliminary or permanent injunctive relief to  prevent any breach or threatened breach of this Section 2.5 , the sco scope pe and duration of which is reasonable and necessary to protect each respective Parties legitimate l egitimate business interests. The Provider shall also be Section entitled 2.5 to an accounting of any monies earned by virtue of any alleged breach of this and shall be entitled to suspend further payments andbreach offsetor monies owed against any such Remuneration. This remedy shall be nonexclusive and shall be in addition to (rather than instead of) any other remedies available to the Provider at law or in equity. The provisions of this Section 2.5 shall also survive expiration or any termination of this Agreement. 3.  Obligations of The Provider

1.  In consideration for the agreed Remuneration and in compliance with all applicable laws and regulations, the Provider hereby will manage the Business to the best of its ability in compliance with all applicable rules and regulations to the benefit of the Parties. 2.  Obtain and maintain any licenses, hardware or software to conduct its affairs. 3.  Superseding anything to the contrary contained in this Agreement, the Broker shall not be entitled to pay any Remuneration to the Provider hereunder to the extent that there is a prohibition with respect to such payment under any laws, rules or regulations applicable to the Broker provided, however, that the Parties shall in good faith, and in accordance with all applicable laws, rules and regulations, attempt to negotiate an alternative compensation agreement in such case. 4.  Be solely responsible for preparing of all Documentation, regulation, compliance, accounting, marketing and other materials including but not limited to websites and electronic marketing that will be used by the Provider P rovider or the Broker to solicit Clients.

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5.  Except as expressly provided in this Agreement, makes no representations about its principals, agents, employees, shareholders, members, partners or affiliates, including without limitation any credit worthiness or the financial or other fitness or suitability suitability.. 4.  Obligations of the Parties

The Parties shall: 0.  Assist each other in soliciting potential Clients to become Clients of the Broker keeping each other informed of all correspondence, accounts, writings and other information which shall come to their attention concerning the operation of the Business and this Agreement; 1.   No Party has any authority to bind or commit the other other Party hereto and no such authority m may ay be implied by the provisions of this Agreement or may be deemed or construed to create a joint venture, partnership or agency relationship between the Parties for any purpose.

2. Each Party represents and warrants that: 0.  it has the legal capacity to execute and perform this Agreement has read and understand the terms and conditions in this Agreement as necessary and binding on the Parties enforceable against it according to its terms, 1.  this Agreement does not imply or otherwise constitute an employer/employee relationship  between the Broker and the Provider Provider in any way whatsoever and as such such takes full responsibility responsibility for any costs associated with such a relationship should any of the clauses in this Agreement may  be construed as establishing establishing such a relationship relationship in terms of any law of the US;

2.  the execution and performance of this Agreement by it does not, and will not, violate or conflict with the terms of any non-disclosure, non-compete or other similar obligations to any previous employer or other person, 3.  the execution and performance of this Agreement by it does not, and will not, violate or conflict with any law, rule, regulation, judgment or order of any court or other adjudicative entity binding on it,

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4.  it knows of no reason why it is in any way ((physically, physically, legally or otherwise) precluded from  performing its obligations obligations under this Ag Agreement reement in accordance with its te terms, rms, 5.  its employees, agents and associated persons, to the extent required under the applicable law, rule or regulation, have been and will continue to be duly registered and licensed as necessary in order to conduct the transactions contemplated hereby,

6.  in the performance of this Agreement, each ea ch Party will comply with all applicable international, national, federal, state and local laws, ordinances, rules, regulations r egulations and ordinances; 5.  Term and Termination

5.1  The term of this Agreement (the “Term”) shall commence on the date that the Parties signed and had this Agreement witnessed. 5.2  Either Party may terminate this Agreement without cause by giving the other Party not less than thirty (30) days prior written notice, delivered in terms of Clause 6.2, subject to any and all monies  payable to the Provider will will remain due until paid. paid.

5.3  Either Party may terminate this Agreement at any time without giving thirty days advance notice, delivered in terms of Clause 6.2, if: 5.3.1 

a Party (breaching party) has breached any of the material terms of this Agreement and fails to remedy such breach within ten (10) business days following a written notice from the (afflicted party) delivered by registered notice to the business address of the breaching party


a Party acts fraudulently with or without regard to its obligations under any rule, regulation, or interpretation of the Applicable Jurisdiction;

5.3.3.  a Party, during the term of this Agreement, fails to maintain its applicable registration with the governing authority in the applicable jurisdiction in which the Party maintains his offices, or solicits its Clients, or from which it accepts any Client orders.

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Under no circumstances will the Provider be liable for any consequential, indirect, special,  punitive or incidental incidental damages, whether foreseeable or unfo unforeseeable, reseeable, based on any claims of the Consultant arising out of breach or implied warranty or otherwise undertaken under or in connection with this Agreement or otherwise.

5.4  If Agreement is terminated, the Provider will continue to be remunerated by the Broker for all active Clients introduced to the Broker by the Provider and all active Clients introduced by other Providers (“sub-Providers”) that were introduced to the Broker by the Provider, according to the terms of Annex A. 6 Miscellaneous

6.1  This Agreement may be assigned by either Party. However, then new assignee must pass an FBI security check prior to conducting their business. This Agreement is made solely for the benefit of, and shall be binding upon, the Parties hereto and their respective successors and permitted assigns, and no other person shall have any right or obligation under it. 6.2  Whenever notice is required to be given by the provisions of this Agreement, such notice shall be in writing and delivered personally or by registered or certified mail or express private courier, return receipt requested, postage prepaid, and properly addressed to the domicile citandi et executandi of the parties as stipulated in the pre-amble to this agreement and each Party may change the address for receipt of notice by providing written notice thereof to the other Party.

6.3  This Agreement supersedes, cancels and nullifies all prior discussions and agreements of whatever nature between the Parties and, except as a s otherwise expressly provided herein above, constitutes the entire agreement between the Parties with respect to the matters referred to herein. 6.4  No provision of this Agreement Agreement may be amended or waived un unless less such amendment or waiv waiver er is in writing and signed by the Parties. No amendment or waiver of aany ny provision of this Agreement may be implied from any failure of either Party to assert its rights under this Agreement on any occasion or series of occasions. 6.5  This Agreement may be signed in counterparts. The titles and headings contained herein are for ease of reference only and shall not affect the meaning or interpretation of this Agreement.

www.sicfx.com Offii ce 26 Off 2602 02,, Tif T iffan fanyy Towe Tower (Opp (Oppo osite D A M A S) S),, J L T, She Sheii k Zaye Zayed Road Road, D ub uba ai UA UAE E E mai l [email protected] T ele elepho phone ne +971 4 4542112 4542112



6.6  This Agreement, and all matters arising directly or indirectly here from, shall be governed by and construed in accordance with the laws of the DMCC and DGCX UAE, notwithstanding the choice of law or conflicts of law principles thereof governed by the following Authorities: UAE Federal Cabinet, Department of Economic Development, SCA’s Regulatory Authority.   6.7  Each of the Parties hereto hereby: 6.7.1 

irrevocably consents and submits to the sole exclusive jurisdiction of the United Emirates and the Ajman Free Zone (and ( and of the appropriate appellate courts there from) in connection with any suit, action or other proceeding arising out of or relating to this Agreement, ________ initial and date here ___


irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court c ourt has been  brought in an inconvenient inconvenient forum, and


agrees that service of any summons, complaint, notice or other process relating to such suit, action or other proceeding may be effected ef fected in the manner provided by Section 6.2


Agrees Provider must approve any payout schedule offered to Sub-Providers as well as any modifications made to a Sub-Provider’s existing compensation schedule. 

6.8  The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining  portions hereof. If it is ever held that any provision hereunder is too broad to permit eenforcement nforcement of such provision to its fullest extent, such provision shall be enforced to the maximum extent  permitted by law. 6.9  This Agreement has been prepared collectively by the Parties hereto, and shall not be strictly construed against any Party by virtue of this Agreement’s preparation.  

6.10 No responsible for any failure to perform perform due to unforeseen circums circumstances tances and   Party shall be responsible causes beyond its control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, carrier service interruptions, or shortages of transportation facilities, fuel, energy, labor or materials. A Party whose performance is affected by a force majeure condition shall be excused from such performance to the extent required by the force majeure condition so long as such Party takes all reasonable steps to avoid

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or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed. 6.11 Nothing documented in this agreement or any o documented other ther agreement between the partie partiess will influence   the terms and conditions of that other agreement.

This is to Certify and acknowledge that SiC will pay the below named IB $5 per Lot on Self Traded and Professionally Managed Accounts.

________________, 20____ For and on behalf of the Parties dated on ________________, Signature:_______________________ Signature:________ ___________________________ _________________ _____ Duly Authorized Broker Representative

(Print Name)______________ Name)______________ ________________ ________________ _________________ _________________ SiC Representative (Print Name)______________ Name)______________ ________________ ________________ _________________ _________________ SIC Rep Signature Signature: ________________________ ___________________________________ _________________ ______ Service Agreement Rep 

www.sicfx.com Offii ce 26 Off 2602 02,, Tif T iffan fanyy Towe Tower (Opp (Oppo osite D A M A S) S),, J L T, She Sheii k Zaye Zayed Road Road, D ub uba ai UA UAE E E mai l [email protected] T ele elepho phone ne +971 4 4542112 4542112

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