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Academic year: 2021



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THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) is made and entered into as of the date

hereof, (“Effective Date”) by and between the “Advisor” signatory and Belvedere Advisors LLC, a California

limited liability company, (“BA”) located at 1896 Mountain View Drive, Tiburon, CA 94920.


WHEREAS, BA is a registered investment adviser that offers investment advisory services and certain

other financial services (through a broker-dealer affiliate) to institutional and individual clients;

WHEREAS, Emotomy is a registered trademark of BA under which BA manages a website that enables

Advisor and Advisor Clients to build customized investment strategies;

WHEREAS, Advisor desires to allocate some or all of the assets of suitable Advisor Clients, field force,

and principals (collectively, “Advisor Clients”) to BA’s proprietary strategies and to strategies built by Advisor

and Advisor Clients on Emotomy’s website (collectively “Strategies”) and engage BA as a sub-adviser to

manage the same;

WHEREAS, BA desires to be engaged to provide access to its Strategies to Advisor Clients and to

manage the same;

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements

herein contained, and for other good and valuable consideration hereinafter set forth, the receipt and sufficiency

of which are hereby acknowledged, the parties agree as follows:



Recitals. The preceding recitals are hereby incorporated herein and made a part of this



Appointment. Advisor hereby appoints BA, and BA hereby accepts Advisor’s appointment, as a

sub-adviser to manage BA’s Strategies for Advisor Clients, on a discretionary basis, on the terms and conditions

set forth herein.


Asset Management Fees. As full compensation for BA’s Asset Management Services (as

defined in Section 4) hereunder, and unless agreed otherwise in writing by BA and Advisor, the parties agree to

the following:


BA shall be entitled to the following annual management fees based on the assets being

managed in each strategy (“Annual Fee(s)”):


On the first three million U.S. dollars (USD 3,000,000) of assets managed

across the Belvedere proprietary strategies: seventy five basis points (0.75%) per annum;


If total assets managed across the Belvedere proprietary strategies exceed three

million U.S. dollars:


On the portion of assets from three million dollars to 10 million dollars:

sixty basis points (0.60%) per annum.


On the portion of assets from 10 million to 20 million dollars: fifty five

basis points (0.55%) per annum.


(iii) On the portion of assets above 20 million dollars: fifty basis points (0.50%)

per annum.


All custom strategies created by Advisor or Advisor’s users on Emotomy’s

website: one tenth of one percent (0.10%) per annum, except that if such custom strategies

include Belvedere proprietary strategies, this fee shall not apply to the portion of assets invested

in Belvedere strategies for which the fees are described in items (1) through (4).


BA’s Annual Fee will be payable monthly within 21 days after the end of each month

(“Monthly Fee”).


BA will not be responsible for, or pay or reimburse, any cost of any kind whatsoever that any

custodian might in charge to Advisor in relation to this Agreement, or that Advisor may incur in providing Asset

Management Services. Any such charges shall be the sole responsibility of Advisor.


Advisor will provide an appropriate level of detail to BA to support the calculation of BA’s

Monthly Fee. Further, upon BA’s reasonable request, Advisor shall from time to time provide to BA documents

and information reasonably sufficient to indicate the basis of Advisor’s calculation of the amount payable to BA

hereunder; provided, however, that under no circumstances shall Advisor provide BA access to any “non-public

personal information” (as that term is defined in Regulation S-P under the U.S. federal securities laws) of any

Advisor Client, unless pursuant to an exception to or exemption from Regulation S-P or pursuant to the written

consent of such Client.


If a custodian provides automatic calculation of fees based on assets under management, that

calculation will be the basis for Asset Management Fees related to client accounts held at that custodian. For

client accounts held at other custodians, Asset Management Fees shall be calculated by Advisor by multiplying

each account’s daily average balance provided by the custodian by the Annual Fee and dividing the result by

365. Where Advisor and BA agree in writing that such methodology is not practical for certain Advisor Clients,

Asset Management Fees shall be calculated using a methodology to be agreed to by both Advisor and BA.


BA Asset Management Services. BA shall provide only the following asset management

services under this Agreement with respect to the Strategies (individually and collectively, “Asset Management



BA shall act as a sub-advisor to Advisor.


BA shall manage Strategies for Advisor Clients, it being understood that all Advisor Client

assets will be invested, to the extent practicable, as if the aggregate of such assets in each proprietary Strategy

constituted a single pool of assets and towards this end, BA shall use its reasonable best efforts to minimize

tracking error.


BA shall timely provide to Advisor in electronic format its monthly strategy reports. Advisor

agrees that the statistical summary available on Emotomy’s website for each Strategy is sufficient for that



BA shall timely provide Advisor with all documents that financial regulators or auditors may

require from Advisor in relation to this Agreement.




BA will be available for quarterly online presentations to Advisor’s principals and sales

force as reasonably requested by Advisor.


the need arises.


BA will not be responsible for, nor undertake the preparation or delivery of, any Advisor Client

Account statements.


Advisor Responsiblities. Advisor’s responsibilities under this Agreement include to:


Arrange for the custody of Advisor Client assets at custodians as may be agreed with BA.


Have Advisor employees or agents act as BA’s sole service point of contact with Advisor



Manage the relationship needs of its financial advisors and Clients in relation to BA’s

Strategies, including account opening and maintenance, suitability and “know your client” documentation,

handling cash movements, providing marketing collateral, and Client reporting. For the sake of clarity, Advisor

understands and agrees that the appointment of BA hereunder in no way changes Advisor’s responsibilities to

Advisor’s Clients.


Be responsible for all account-level trade entries at custodians and to manage Advisor fee

payments, cash withdrawals, and overdrafts.


Timely provide BA with an electronic monthly performance report at the pool level and for

each Advisor Client (without client-level details), time weighted rates of return and start and end assets in each



Timely provide BA with documents that financial regulators or auditors may require from BA

in relation to this Agreement.


Non-discretionary. For the avoidance of doubt, BA shall have no authority to select which

Advisor Clients accounts will participate in the Strategies. The parties understand and agree that Advisor may,

from time to time in the exercise of its fiduciary duties or as required or requested by specific Advisor Clients,

decide to participate in or withhold participation in the Strategies.


Term and Termination.


Term. This Agreement shall continue in full force and effect for one year from the Effective

Date (“Initial Annual Period”) and will automatically renew for each successive 12-month period (“Annual

Period”), unless earlier terminated by either party as provided herein.


Early Termination.


Either party may terminate this Agreement at any time by giving three (3) months’ notice

of termination to the other party, and such termination will be effective at the end of the first

calendar quarter after the three (3) months’ notice.


Either party may terminate this Agreement in the event of a material breach of this

Agreement by the other party, which breach has not been cured within fourteen (14) days after

giving written notice to the breaching party of such breach. Notwithstanding the foregoing cure

period, where such breach cannot be cured or is the result of a failure to comply with applicable

Laws and Regulations this Agreement may be terminated immediately by the non-breaching




Upon termination of this Agreement by either party and for any reason, Advisor shall still

make any payments due BA for fees already earned, and all such fees shall be paid on a pro-rata

basis up to and including the date of termination.


No Further Obligations. Upon any termination of this Agreement, the parties shall have no

further obligations hereunder except as set forth herein; provided, however, that any liability under this

Agreement of one party to the other shall survive and remain in full force and effect, notwithstanding such

termination, with respect to: (a) any Claim or Action (defined below) on which either of the parties has given to

the other party written notice prior to such termination (except that BA may render to Advisor a statement of

fees due to BA under this Agreement through the date of termination after such termination date), until such

liability has been finally settled; and (b) any subsequent claim or matter arising under any provision of the

Agreement that expressly survives termination of the Agreement.


Removal of Accounts. The parties understand and agree that nothing herein shall prohibit

Advisor from removing Client Account assets from management under the Strategies at any time and for any

reason whatsoever; provided, however, that BA is entitled to the compensation contemplated in this Agreement

based on all assets managed in Client Accounts in accordance with any Strategies.


Nature of Relationship. BA is acting at all times in the performance of this Agreement as an

independent contractor. BA acknowledges and agrees that it is not an employee, officer, director, partner,

shareholder, or joint venturer of Advisor.


Other Activities. BA is free to conduct any other types of business pursuits, upon notification to

Advisor if required by applicable Laws and Regulations (as defined below), and shall not be restricted to

conducting business only under this Agreement, so long as such activities are not inconsistent with this

Agreement and applicable Laws and Regulations.


Recommendations. Nothing in this Agreement shall impose upon either party any obligation to

recommend for purchase or sale any security or other financial instrument with respect to any Strategies.


Contact with and Solicitation of Clients. The parties agree that Advisor shall have sole

responsibility for: (a) soliciting Clients; (b) all written and oral communications with Advisor Clients

concerning their Accounts; (c) determining that the investment objectives of each Advisor Client are and

continue to be suitable for investment in the Strategies; (d) conducting all background and other checks with

respect to Advisor Clients as may be required by applicable state and federal law; and (e) allocating Client assets

among BA and other third-party investment managers. Each party understands and agrees that BA will have no

direct responsibility or obligation with respect to any Advisor Client or prospective client or with respect to

determining or considering the suitability of the Strategies for any Advisor Client.


Retention of Client Records; Books and Records. The parties agree that Advisor will maintain

all books and records for Client Accounts, including those using the Strategies, as are required by the

Investment Advisers Act of 1940, as amended (“Advisers Act”), and other applicable Laws and Regulations.

Advisor shall have no obligation to provide BA with access to such books and records, which contain

confidential Client and other information, unless required by law, subpoena, or regulatory authority. Without

limiting the foregoing, BA shall maintain all books and records of its investment recommendations for the

Strategies and any Accounts that for regulatory purposes are treated as clients of BA (“BA Clients”), as well as

all communication regarding the Strategies and related Client Accounts, as required by the Advisers Act and

other applicable Laws and Regulations. Both parties agree that they will provide each other with any records or

other materials reasonably necessary or required to comply with applicable Laws and Regulations, filing

obligations, court or administrative orders, or requests of any governmental or self-regulatory agency.


Brochure Delivery. The parties understand and agree that BA shall have no responsibility under

this Agreement to deliver its ADV Part 2 to any Advisor Client and Advisor shall not enter into any agreement


or arrangement which would require BA to make such delivery without the prior consent of BA. The parties will

deliver or make available to each other their current Form ADV Part 2, pursuant to Advisers Act Rule 204-3,

and will continue to do so each year and upon any update for a material change .


Marketing Services; Use of Names.


Limitations on Marketing. BA’s Asset Management Services are being offered to Advisor

solely for Advisor’s Clients. BA’s Asset Management Services may not be offered by Advisor to other advisors

or any other third parties.


Control. Neither party will use the other party’s name in any advertisement, sales literature, or

other communication, whether to the public to market the Strategies to potential Advisor Clients or otherwise,

except as required by applicable Laws and Regulations (defined below) or as mutually agreed to in writing by

the parties and permitted by applicable Laws and Regulations.


Performance Record. Advisor understands and agrees that BA may, both during the term of this

Agreement and after (as permitted by applicable Laws and Regulations), market the overall performance of the

Strategies; provided, however, that BA shall not market the actual performance of Advisor Client Accounts. The

parties also understand and agree that, both during the term of this Agreement and after (as permitted by

applicable Laws and Regulations), Advisor may market the actual performance of the Client Accounts that use

the Strategies during the term of this Agreement.




In any third-party action in which Advisor, any of its controlling persons, or any of its

shareholders, partners, directors, officers, employees or agents (individually or collectively, the foregoing are

“Advisor Persons”) are parties, BA agrees to indemnify and hold harmless the Advisor Persons against any loss,

claim, damage, charge, liability or expense, including without limitation reasonable attorneys’ and accountants’

fees, (individually or collectively, the foregoing are a “Claim”) to which such Advisor Persons may become

subject, insofar as such Claim arises out of or is based upon any demands, claims, liabilities, expenses, lawsuits,

actions, arbitrations, mediations, or proceedings (individually or collectively, the foregoing are an “Action”)

related to BA’s provision of the Services set forth in Section 4 herein, provided that the Claim was not based

upon, or did not arise out of an act or omission of Advisor or any Advisor Persons constituting reckless

disregard, willful misfeasance, bad faith, gross negligence, fraud or willful misconduct.


In any third-party action in which BA, any of its controlling persons, or any of its shareholders,

partners, directors, officers, employees or agents (collectively, the foregoing are “BA Persons”) are parties,

Advisor agrees to indemnify and hold harmless BA Persons against any loss, claim, damage, charge, liability or

expense, including without limitation reasonable attorneys’ and accountants’ fees, (individually or collectively,

the foregoing are a “Claim”) to which BA Persons may become subject, insofar as such Claim arises out of or is

based upon any demands, claims, liabilities, expenses, lawsuits, actions or proceedings (individually or

collectively, the foregoing are an “Action”) related to Advisor’s responsibilities under this Agreement (set forth

in Section 5 herein), provided that the Claim was not based upon, or did not arise out of an act or omission of

BA or any BA Persons constituting reckless disregard, willful misfeasance, bad faith, gross negligence, fraud or

willful misconduct.


Promptly after receipt by an indemnified party of notice of any Claim or Action, such

indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this

Agreement, notify the indemnifying party of the commencement thereof; but the omission to notify the

indemnifying party will not relieve the indemnifying party from any liability that it may have to any indemnified

party except to the extent, if any, that such failure or delay prejudiced the other party in defending against the

Claim or Action. In case any such Claim or Action is brought or asserted against any indemnified party, and the

indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party will be


entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel

specially approved in writing by such indemnified party, such approval not to be unreasonably withheld,

following notice from the indemnifying party to such indemnified party of its election to assume the defense

thereof; in which event, the indemnifying party will not be liable to such indemnified party under this

Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with

the defense thereof, but shall continue to be liable to the indemnified party in all other respects as heretofore set

forth herein. Notwithstanding any other provisions to the contrary herein, in any Claim or Action as to which

indemnity is or may be available, if any indemnified party reasonably determines that such indemnified party’s

interests are or may be, in whole or in part, adverse to the interests of the indemnifying party, then the

indemnified party may retain its own counsel, subject to the consent of the indemnifying party which consent

shall not be withheld unreasonably, in connection with such Claim or Action and the indemnified party shall

continue to be indemnified by the indemnifying party for any legal and other expenses reasonably incurred in

connection with investigating or defending such Claim or Action.


Cooperation. Each party agrees to perform such further acts and execute and deliver such

further documents as are necessary to effectuate the purposes of this Agreement. The parties will fully cooperate

with each other to ensure compliance with all applicable Laws and Regulations relating to subject matter herein.

Further, the parties will cooperate with each other to provide any pertinent information required to be included

in any reports or registrations that must be filed with any governmental authority by or on behalf of the parties

under applicable Laws and Regulations, as well as any applicable Advisor policies, relating to the subject matter

herein. Further, each party agrees to cooperate fully and promptly with the other party in the defense of any

Claims or Actions (defined herein above) asserted by any Clients or third parties, including without limitation

testifying at a deposition, trial or arbitration hearing, and assisting a party’s attorneys in preparing such defense.




Confidential Information. Each party will hold, and will use its reasonable best efforts to cause

its affiliates and their respective representatives to hold in strict confidence from any person (other than any

such affiliate or representative) all documents and information concerning the other party or any of its affiliates

or Clients furnished to it by the other party or such other party's representatives in connection with this

Agreement or the transactions contemplated hereby (“Confidential Information”), except to the extent that such

documents or information can be shown to have been: (a) previously known by the party receiving such

documents or information, (b) in the public domain through no fault of such receiving party, or (c) later acquired

by the receiving party from another source if the receiving party is not aware that such source is under an

obligation to keep such documents and information confidential. Each party agrees not to disclose such

Confidential Information to any third party unless: (i) compelled to disclose by judicial or administrative process

or by other requirements of law, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit

of its rights or in the exercise of its remedies hereunder. Upon the request of the other party, each party will, and

will cause its affiliates and their representatives to, promptly (and in no event later than five (5) business days

after such request) redeliver or cause to be redelivered all copies of Confidential Information furnished by the

other party in connection with this Agreement or the transactions contemplated hereby and destroy or cause to

be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or

based thereon prepared by the party furnished such documents and information or its representatives, except that

the party may retain one copy for audit purposes only.


Injunctive Relief. The parties acknowledge that each party will have access to sensitive and

Confidential Information of the other party that is not generally available to the public at large, the unauthorized

dissemination of which might materially adversely affect the other party, the exact amount of which harm may

be impossible to ascertain. For this reason, the parties agree that in the event one of the party’s or that party’s

affiliates or representatives threatens to disseminate such Confidential Information, or if a party shall reasonably

believe that the other party or the other party’s affiliates or representatives are about to disseminate or are in the

process of disseminating such confidential information, such party will be entitled to seek and obtain an

immediate temporary restraining order to restrain the unauthorized dissemination of such information, and,


further, such party will thereafter be entitled to obtain a preliminary and permanent injunction against the other

party and the other party’s affiliates and representatives enforcing their obligation to hold such Confidential

Information of the party in strict confidence as set forth herein. Such right to an injunction shall be in addition

to, and not in limitation of, any other rights and remedies such party may have against the other party, including,

but not limited to, the recovery of damages, attorneys’ fees and costs, and any remedies available from any

regulatory authorities.


Survival of Confidentiality Provision. Each party’s obligation to hold the Confidential

Information obtained from the other party in strict confidence as set forth herein shall be deemed supported by

independent consideration and shall survive the performance in full or the termination of this Agreement for so

long as such information remains confidential.




Non-Compete; Non-Solicitation. BA covenants and agrees that during the term of this

Agreement and for one (1) year after its termination, BA will not directly or indirectly contact or solicit any

Advisor Client that Advisor has identified to BA, whether in person, by telephone, or in writing, without the

prior consent of an appropriate officer of Advisor. BA covenants and agrees that it will not knowingly solicit

any employee or independent investment adviser of Advisor to work for or provide services to BA or any BA

affiliate during the term of this Agreement and for one (1) year after the termination of this Agreement.

However, none of the foregoing restrictions will apply to any impersonal advisory services provided by BA.


Prohibition on Reverse Engineering. The algorithm underlying BA’s Strategies is confidential

and subject to protection as a trade secret (among other things). BA retains all rights, title and interest in such

algorithm and any rights not granted to Advisor herein are reserved to BA. Advisor may not reverse engineer,

disassemble, decompile or translate the algorithm or otherwise attempt to derive the source code of the

algorithm except to the extent allowed under applicable law. If applicable law permits such activities, the

information so discovered must be promptly disclosed to BA and shall be deemed to be the confidential

proprietary information of BA under Section 17A herein.


Enforcement. The parties recognize that these restrictive covenants represents a valuable

proprietary right requiring equitable protection and that irreparable injury to a party’s business will inevitably

occur in the event of a breach of the terms of these restrictive covenants. In the event it becomes necessary for a

party to initiate litigation or other proceeding for the of enforcement of these restrictive covenants, and if such

party is successful in the proceeding, the other party will be required to pay to the successful party its reasonable

attorney’s fees, expenses, and court costs incurred in connection therewith, in addition to any other remedy

awarded the successful party.


These Covenants shall survive termination of this Agreement.


ERISA Clients. To the extent that any Advisor Client is an entity subject to ERISA, and to the

extent that its services hereunder are deemed to constitute “discretionary authority or control” or the “rendering

of investment advice” with respect to the assets of such Client, Advisor is a “fiduciary” under ERISA to the

extent of its services hereunder. The parties understand and agree that as a non-discretionary adviser to Advisor

under this Agreement, BA is not acting as an ERISA fiduciary to any Advisor Client with respect to Advisor’s

or such Advisor Client’s decision to invest such Client’s assets in an Account.


Representations. Each party represents to the other party as follows:


Authority. The party has the power to enter into, execute, and deliver this Agreement and to

perform fully the party’s obligations under this Agreement. This Agreement is valid and binding on and

enforceable against the each party in accordance with the terms and conditions herein. The execution, delivery,

and performance of this Agreement does not and will not violate or conflict with, or violate any orders


applicable to, such party or result in a breach of or a default under any contract to which such party is bound.


Status. The party is experienced in the management of money and is a professional investment

analyst and manager and possesses the high degree of professional skill, knowledge, and experience required for

the investment of funds in general and for the construction and maintenance of its investment strategies. The

party maintains a professional staff and facilities necessary to perform the investment research and other

analysis necessary to arrive at prudent investment decisions and to fulfill the party’s duties and undertakings



Compliance with Laws and Regulations. The party will comply with all laws, rules, regulations,

interpretations and other requirements affecting the conduct of the party’s business, including without limitation

those of the Securities and Exchange Commission (“SEC”) and the bylaws and rules of any applicable

self-regulatory organization (“SRO”). All of the foregoing are referred to herein individually and collectively as

“Laws and Regulations.” The party will maintain in full force and effect during the term of this Agreement all

registrations, filings, approvals, authorizations, consents, or examinations required by any government,

governmental authority, or other regulatory agency by reason of such party’s activities as contemplated by this

Agreement. The party has adopted written policies and procedures reasonably designed to prevent violation, by

it and its supervised persons, of the Advisers Act and related rules. The party will make available to the other

party its written compliance policies and procedures and code of ethics as in effect from time to time, together

with such other reports, records, and other documents as the other party shall reasonably request to investigate

and perform its ongoing compliance with applicable Laws and Regulations. The party will immediately inform

the other party if such party is served or otherwise receives notice of any Action or Claim (defined above), at

law or in equity, or any threat thereof, that relates in any way to the subject matter of this Agreement, including

without limitation a deficiency letter received from a regulatory body with jurisdiction over such party’s

operations. Each party will bear the cost of its own compliance expenses.


Continuing. The foregoing representations and warranties shall be continuing during the term of

this Agreement.




Arbitration. Each party hereby agrees that in connection with any and all disputes between

Advisor and BA related to this Agreement, the sole forum for such dispute, with the exception of claims for

injunctive relief and attorney’s fees and costs related to any request for injunctive relief, shall be binding

arbitration conducted under commercial rules and procedures of JAMS. Any final arbitration decision may be

filed with any court as a basis for enforcement, the entry of a judgment upon such award, execution, and for any

other post judgment remedies that may be necessary or available to enforce or to collect said award and



Non-disparagement. During the term of this Agreement and after termination, neither party

shall make as to the other party, including its agents and employees, any adverse or disparaging comments that

impugn or injure the other party’s reputation, good will, and relationships with their past, present and future

customers, employees, and vendors and within the business community generally; provided, however, that

nothing in this Agreement shall prohibit either party from providing accurate information to any court,

governmental entity, person or organization in response to any legal, administrative, or regulatory process, in

connection with the assertion of any administrative or judicial claim, or as required by law.


Notices. Any notices permitted or required under this Agreement shall be deemed to have been

given: when delivered in person or by courier; the day after confirmed receipt by commonly-used electronic

means (e.g., email or facsimile); or three (3) days after being deposited in the United States mail, postage

prepaid, and addressed to the other party at the address set forth for such party in this Agreement. Any party

may change such party’s address for purposes of notification hereunder by notifying the other party in writing as

provided herein.



Governing Law, Jurisdiction, and Venue. Each party agree that this Agreement shall be deemed

to have been made under, governed by, and construed in accordance with the laws of the State of California,

without regard to its conflicts of law principles. Each party irrevocably consents to the personal and exclusive

jurisdiction and venue of any court or dispute resolution forum, including arbitration, (“proceeding”) in the San

Francisco Bay area, California. Each party further unconditionally and irrevocably consents to the service of

notice or process in any such proceeding by the mailing of copies thereof by certified return receipt mail,

postage prepaid, as otherwise set forth in the notice provision herein. Nothing herein shall affect the right to

serve notice or process in any other manner permitted by law.


Assignability. Neither party may assign its rights, duties, nor obligations under this Agreement

except in compliance with any applicable Laws and Regulations and except with the prior written consent of the

other party.


Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the

benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the

parties to confer third-party beneficiary rights upon any other person.


Successors and Permitted Assigns. This Agreement is binding upon, inures to the benefit of, and

is enforceable by the parties hereto and their respective successors and permitted assigns.


Amendment. This Agreement may be amended, supplemented, or modified from time to time

only by a written instrument duly executed by or on behalf of each party hereto.


Construction. Throughout this Agreement, unless the context requires otherwise, the singular

shall include the plural and vice versa, the masculine shall mean the feminine or neuter and vice versa, Client

shall mean Advisor customer, and Account shall mean Advisor Client Account. The headings set forth herein

are for convenience only and shall not be deemed to impair, enlarge, or otherwise affect the substantive meaning

of any provision to which such heading may relate. The parties hereby waive the rule of construction that this

Agreement is to be construed against the drafter.


Attorneys Fees. In the event a Claim or Action is brought by any party under this Agreement to

enforce any of its terms, or in any appeal therefrom, it is agreed that each party shall bear its own expenses and

costs, including but not limited to attorneys’ fees.


Waiver. Any term or condition of this Agreement may be waived at any time by the party that

is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument

duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term

or condition of this Agreement, in any one or more instances, shall be deemed to be or be construed as a waiver

of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under

this Agreement, by law, or otherwise afforded will be cumulative and not in the alternative.


Expenses. Each party shall pay its own expenses in connection with this preparation, execution,

and performance of this Agreement.

M. Entire Agreement. This Agreement supersedes all prior discussions and agreements between the

parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties

with respect to the subject matter hereof. Each party has made its own investigation and retained its own

professional advisers, if desired, before entering into this Agreement and is not relying on any representations

made by the other party, except as specifically set forth herein.

N. Survival. All covenants, representations and warranties in this Agreement shall survive the

execution, delivery, performance and termination of this Agreement for the time period set forth herein, or if no

time period is set forth herein then for one year from such termination date.


O. Severability. It is the intention of the parties that the provisions of this Agreement be enforced to

the fullest extent permissible under the Laws and Policies of each jurisdiction in which enforcement may be

sought, and that the unenforceability or the modification to conform to such laws or policies of any provisions of

this Agreement shall not render unenforceable, or impair, the remainder of the provisions of this Agreement.

Accordingly, if any provision of this Agreement shall be determined to be invalid or unenforceable, such

invalidity or unenforceability shall be deemed to apply only with respect to the operation of such provision in

the particular jurisdiction in which such determination is made and not with respect to any other provision or


P. Representation by Professionals. Prior to entering into this Agreement, each party had the

opportunity to consult with independent legal, tax, or other counsel or advisors of such party’s choosing

regarding the terms and conditions of this Agreement and related matters.

Q. Counterparts. This Agreement may be executed in multiple counterparts, each one of which

shall be deemed an original for all intents and purposes, but all of which, taken collectively, shall be deemed a

single instrument. However, this Agreement will not be enforceable against any party unless all parties have

executed at least one (1) counterpart and delivered such counterpart to the other party.


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year

first set forth on page one of this Agreement.







By: Patrick Beaudan, CEO


Date: ____________________________

Address: ____________________________




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The prevailing party in any litigation, arbitration or other legal proceeding       brought by a party to enforce this Agreement shall be entitled to recover, in addition to any    

“Impact Event.” An Impact Event shall consist of (a) any rejection or termination of the Maintenance Agreement, or of the source code escrow agreement with the third party escrow

Agreement by Blogger; (ii) any third party claims as a result of a negligent act or negligent omission or intentional misconduct of Blogger or any of its officers, agents or

Reporting of unauthorized disclosures or misuse of covered data and information Contractor shall report, either orally or in writing, to County any use or disclosure of Covered

Any termination of this Agreement (however caused) shall not affect any rights or liabilities of either party which have accrued prior to date of termination nor shall it affect