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Service Agreement - Securities Representative

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Introduction
Description
Use
Table of Contents

Help

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Introduction

When a securities brokerage wants to expand its distribution network, it generally relies on independent representatives who have the skills needed to sell its products and services. However, given the nature of this collaboration and the strict regulations which apply to the securities trading field, the relationship between the two parties must be clearly framed. The following document, in its annotated version, explains the contractual framework of such a legal and commercial transaction.

Description

The Service Agreement for the Securities Representative is the legal instrument by which a brokerage firm, referred to as the COMPANY / CORPORATION, retains the services of a person referred to as the Representative in order to undertake some or all of its representation activities. This instrument sets out the tasks that the representative must perform in exchange for the consideration paid by the COMPANY / CORPORATION. This is not an employment agreement: the representative remains an independent contractor of the COMPANY / CORPORATION.

Use

We recommend the use of this document when the brokerage firm wants to retain the services of a securities representative without creating permanent or temporary employment relationship. The contract is thus a service agreement. However, such a contract may be construed in the future by the court as an employment agreement, if the relationship between the parties involves a significant subordination of the service provider to the client. This is a matter of fact left to the discretion of the court.

This document is designed to serve as a model for a securities representative service agreement, but can be used for other categories of independent representatives in the field of distribution of financial products and services.

It should be noted that the legal content of this instrument has been designed according to the laws of the province of Quebec, Canada. Any proposed use of this document for a court other than the province of Quebec requires validation of its content by an attorney practicing in such jurisdiction.

Table of Contents

0.00 INTERPRETATION
0.01 Definitions
0.01.01 Affiliated Person
0.01.02 Agreement
0.01.03 Applicable Laws
0.01.04 Breach
0.01.05 Confidential Information
0.01.06 Force Majeure
0.01.07 Fundamental Provisions
0.01.08 Intellectual Property
0.01.09 Law
0.01.10 Legal Representatives
0.01.11 PARTY
0.01.12 Person
0.01.13 Prime Rate
0.01.14 Regulation
0.01.15 Regulatory Authority
0.01.16 Securities
0.01.17 Subsidiary
0.01.18 Tasks
0.01.19 Territory
0.02 Precedence
0.03 Jurisdiction
0.03.01 Governing Law
0.03.02 Non-compliance
0.04 Miscellaneous
0.04.01 Cumulative Rights
0.04.02 Time and Dates
0.04.03 Financial References
0.04.04 References within Agreement
0.04.05 Gender and Number
0.04.06 Headings
0.04.07 Presumptions
0.04.08 Knowledge
0.04.09 Approval
0.04.10 GAAP
1.00 PURPOSE
1.01 Representation Mandate
1.02 Tasks
1.03 Reporting
1.04 Conditions
1.04.01 Required by CORPORATION
1.04.02 Required by REPRESENTATIVE
1.04.03 Choice
2.00 CONSIDERATION
2.01 Commissions
2.02 Monthly Bonus
2.03 Recruitment Bonus
3.00 TERMS OF PAYMENT
3.01 Commissions
3.01.01 Calculation
3.01.02 Adjustments
3.01.03 Payment
3.01.04 Termination of the Agreement
3.02 Monthly Bonus
3.03 Recruitment Bonus
3.04 Advances
3.04.01 Amount
3.04.02 Procedure
3.05 Interest
4.00 SECURITY
5.00 MUTUAL REPRESENTATIONS AND WARRANTIES
6.00 REPRESENTATIONS AND WARRANTIES OF CORPORATION
6.01 Status
6.02 Authority
6.03 Binding Agreement
7.00 REPRESENTATIONS AND WARRANTIES OF REPRESENTATIVE
7.01 Registration
7.02 Canadian Resident
7.03 Insurance
7.04 Information
7.05 Health
7.06 No Intermediary
7.07 Fundamental Provisions
8.00 MUTUAL DUTIES AND OBLIGATIONS
9.00 DUTIES AND OBLIGATIONS OF CORPORATION
9.01 Operating Permit
9.02 Clientele Follow-up
9.03 Research
9.04 Regulatory Support
10.00 DUTIES AND OBLIGATIONS OF REPRESENTATIVE
10.01 Permit
10.02 Exclusivity
10.03 Compliance
10.04 Material
10.05 Entertainment Expenses
10.06 Social Contributions
10.07 Client Accounts
10.08 Representatives’ Manual
10.08.01 Compliance
10.08.02 Amendments
10.08.03 Precedence
10.09 Indemnification
10.10 Reserve Fund
10.10.01 Creation
10.10.02 Adjustment
10.10.03 Dissolution
10.11 Rendering Account
10.12 Insurance
10.12.01 Insured Risks
10.12.02 Amount of Coverage
10.12.03 Issuer
10.12.04 Co-insured
10.12.05 No Limitation
10.13 Conduct
10.14 Breach
10.15 Confidential Information
10.15.01 Acknowledgement
10.15.02 Return of Documentation
10.16 Non-competition
10.16.01 Scope
10.16.02 Adjustments
10.16.03 Penalty
10.16.04 Additional Remedy
10.17 Non-solicitation of Clientele
10.17.01 Scope
10.17.02 Penalty
10.18 Non-solicitation of Staff
10.18.01 Scope
10.18.02 Penalty
10.19 Business Opportunities
10.20 Conflict of Interest
10.21 Intellectual Property
11.00 SPECIAL PROVISIONS
11.01 Assignment Prohibition
11.02 Transfer by CORPORATION
11.02.01 Internal
11.02.02 External
11.03 Relationship
11.03.01 Independent Contractors
11.03.02 No Control over Performance
11.03.03 No Authority to Bind
11.04 Other Remedies
11.04.01 Choices
11.04.02 No Limitations
11.05 Prescription
11.06 Practices and Customs
12.00 GENERAL PROVISIONS
12.01 Notice
12.02 Dispute Resolution
12.02.01 Good Faith Negotiations
12.02.02 Mediation
12.02.03 Arbitration
12.03 Election
12.04 Counterparts
12.05 Amendment
12.06 Waiver of Rights
12.07 Electronic Transmission
12.08 Language
13.00 TERMINATION
13.01 Mutual Consent
13.02 By CORPORATION
13.02.01 Permit
13.02.02 Default
13.03 By REPRESENTATIVE
13.04 Cessation
14.00 EFFECTIVE DATE
15.00 DURATION
15.01 Probationary or Trial Period
15.02 Initial Term
15.03 Renewal
15.04 Indeterminate
15.05 Survival
15.06 Non Renewal
16.00 SCOPE

SCHEDULE 2.01 – COMMISSION TABLE
SCHEDULE 2.02- MONTHLY BONUS TABLE
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Civil Law Version
Updated 14-02-2009
Québec
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