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1. Parties: Identifies the contracting parties - typically the broker-dealer and the product issuer/sponsor
2. Background: Explains the context and purpose of the agreement, including relevant regulatory status of parties
3. Definitions: Defines key terms used throughout the agreement, including regulatory and industry-specific terminology
4. Appointment and Authority: Establishes the broker-dealer's appointment and scope of authority to sell products
5. Regulatory Compliance: Details compliance obligations under applicable securities laws and IIROC requirements
6. Registration and Licensing: Specifies requirements for maintaining necessary registrations and licenses
7. Sales Practices and Procedures: Outlines approved sales methods, marketing materials, and customer interaction protocols
8. Compensation: Details commission structures, payment terms, and any special compensation arrangements
9. Books and Records: Specifies record-keeping requirements and access rights
10. Confidentiality: Addresses handling of confidential information and client data protection
11. Representations and Warranties: Contains standard and specific representations from both parties
12. Indemnification: Details mutual indemnification obligations and procedures
13. Term and Termination: Specifies agreement duration and termination provisions
14. Dispute Resolution: Outlines process for resolving disputes between parties
15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and amendments
1. Anti-Money Laundering Compliance: Detailed AML obligations when the broker-dealer handles client funds directly
2. Marketing and Advertising: Specific requirements for marketing materials when broker-dealer creates their own materials
3. Technology and Systems: Requirements for electronic trading systems and technology integration if applicable
4. Privacy and Data Protection: Enhanced privacy provisions when dealing with retail clients or cross-border data transfers
5. Training Requirements: Specific training obligations for complex products or specialized markets
6. Insurance Requirements: Additional insurance obligations beyond standard coverage
7. Business Continuity: Detailed business continuity requirements for critical service relationships
8. Exclusivity Provisions: Terms regarding exclusive dealing arrangements if applicable
1. Schedule A - Products and Services: Detailed list of approved products and services covered by the agreement
2. Schedule B - Commission Schedule: Detailed compensation rates and calculations
3. Schedule C - Operating Procedures: Day-to-day operational procedures and requirements
4. Schedule D - Required Reports: List and formats of required regulatory and business reports
5. Schedule E - Approved Territories: Geographical areas where broker-dealer is authorized to sell
6. Schedule F - Key Contacts: List of key personnel and contact information
7. Appendix 1 - Compliance Procedures: Detailed compliance requirements and procedures
8. Appendix 2 - Due Diligence Requirements: Specific due diligence procedures and documentation requirements
Financial Services
Investment Banking
Securities Trading
Wealth Management
Asset Management
Investment Management
Capital Markets
Financial Technology
Legal
Compliance
Risk Management
Operations
Sales
Business Development
Product Management
Trading
Distribution
Regulatory Affairs
Client Services
Documentation
Chief Compliance Officer
Head of Legal
Compliance Manager
Legal Counsel
Chief Executive Officer
Head of Distribution
Sales Director
Business Development Manager
Risk Manager
Operations Manager
Relationship Manager
Trading Manager
Product Manager
Compliance Analyst
Legal Operations Manager
Regulatory Affairs Director
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