TPA (Ansar Ali & HW Anderson)

Source: Notion | Last edited: 2024-01-04 | ID: 854de135-bb1...

This Agreement (hereinafter referred to as the “Agreement”) is entered into by and among:

{

Party A: AXON CAPITAL MANAGEMENT - FZCO

Registration Number: DSO-FZCO-32700 (to verify, visit: https://cutt.ly/4wzuQiim)

Trade License Number: 34718 (to verify, visit: https://cutt.ly/uwzuQyQj)

Legal Status: Freezone Company

Issuing Authority: Dubai Integrated Economic Zones Authority (DIEZA)

Premises No: DSO-IFZA

Building Name: IFZA Properties

Area Name: Dubai Silicon Oasis

The Email: terry@eonlabs.com

}

Party B: Algo-Trading Strategy Researcher (ATSR)

{

}

Party C: Recruitment Agency {

}

The above are collectively referred to as the “Parties” and individually as a “Party.”

Substitution of Party

Right to Substitute: Party A may, upon written notice to Party B and Party C, substitute another entity (“Substitute Entity”) to take its place in this Agreement. Upon such substitution, the Substitute Entity shall assume all rights, responsibilities, obligations, and liabilities of Party A under this Agreement.
No Release of Original Party: Unless expressly agreed by all Parties in writing, the substitution of the Substitute Entity does not release Party A from its obligations and liabilities under this Agreement up to the date of substitution.
Consent: Notwithstanding Clause 1, Party A shall not substitute another entity without the prior written consent of Party B and Party C, which consent shall not be unreasonably withheld, conditioned, or delayed.
Notification to Third Parties: Party A shall be responsible for notifying any third parties of the substitution, where necessary.
Liabilities and Rights: The Substitute Entity shall be bound by the terms of this Agreement in the same manner as Party A and shall inherit all rights, privileges, responsibilities, and liabilities of Party A from the effective date of substitution.
Effect on Agreement: Except as expressly provided in this Substitution of Party clause, nothing in this clause shall alter or affect any of the terms or conditions of this Agreement. The specific terms, their acronyms, and their definitions mentioned in this Agreement are listed as follows:

| Terms | Acronym | Definitions | | Email | - | The registered email of each Party. | | Managed Sub Account | MSA | A dedicated crypto futures trading account that allows Party A to allocate the funds, and allows Party B to trade. | | Capital Injection | CI | The act of Party A funding the MSA. Party A funds the MSA at a fixed schedule detailed in APPENDIX I: PAYMENT & CAPITAL INJECTION SCHEDULE. | | Net Asset Value | NAV | The NAV is monitored on a real-time basis and constitutes the net balance of cash, realized profits & losses, and floating / unrealized profit & losses (i.e. positive & negative open positions) in the MSA. Some exchanges, such as Binance, may refer to it as the Total Balance. | | Settlement | - | The time at which the Managed Sub Account (MSA) is crystallized and deemed eligible for the purposes of profit sharing and payment of fees. | | Investment Time Horizon Ordinal | ITHO | ITHO denotes the Settlement in a sequential order. It signifies an orderly sequence, similar to first, second, third, and so forth. It is important to note that any one of the Settlement could include multiple Investment Time Horizon Ordinals (ITHO). This is because there exists a slight possibility of the NAV reaching multiple ITHO noted levels within a brief timespan, before Party B or Party C have the chance to respond and present invoices to Party A for executing the Settlement. | | Investment Time Horizon Ordinal Cardinality Cap | ITHOCC * | Defined as the ultimate numerical limit on the aggregate count of Investment Time Horizon Ordinals (ITHO) allowed under the Agreement. | | Benchmark Net Asset Value for Investment Time Horizon Cycle | BNAVITHC | BNAVITHC is the NAV in the Managed Sub Account (MSA) at the start of every Investment Time Horizon Cycle (ITHC), which is used as the denominator to evaluate if the TMAD percentage is breached or the TMAEG percentage is reached; and it is also used as a factor to determine the Performance Allotment (PA) and based on the Performance Allocation Rate Lookup Table (PARLT) and the Safety Net Reserve Fund Arrear Cycle (SNRFAC) based on the Safety Net Reserve Fund Arrear Cycle Lookup Table (SNRFACLT). | | Excess Gain | EG | The NAV amount that raises above the Benchmark Net Asset Value for Investment Time Horizon Cycle (BNAVITHC). | | Drawdown | DD | The NAV amount that dips below the Benchmark Net Asset Value for Investment Time Horizon Cycle (BNAVITHC). | | Trailing Minimum Acceptable Excess Gain | TMAEG * | The minimum acceptable percentage gain of NAV above the BNAVITHC to trigger the Settlement. This “trailing” feature moves forward in time, using only the latest available BNAVITHC. | | Trailing Maximum Acceptable Drawdown | TMAD * | The maximum acceptable percentage loss of NAV below the BNAVITHC to trigger the TMAD and MAITH Violation Protocol. This “trailing” feature moves forward in time, using only the latest available BNAVITHC. | | TMAD and MAITH Violation Protocol | TMVP | The procedure to end and dissolute the Agreement described in the Appendix I under the specific situation where the Excess Gain (EG) is in the negative breaching the TMAD or the Investment Time Horizon Cycle (ITHC) surpasses the Maximum Acceptable Investment Time Horizon (IMAITH). | | Investment Time Horizon Epoch | ITHE | The time and NAV value at which the Excess Gain (EG) surpasses the Trailing Minimum Acceptable Excess Gain (TMAEG) from the Benchmark Net Asset Value for Investment Time Horizon Cycle (BNAVITHC). | | Investment Time Horizon Cycle | ITHC | The actual period between any consecutive Investment Time Horizon Epoch (ITHE). | | Maximum Acceptable Investment Time Horizon Cycle | MAITHC * | The maximum acceptable time elapse from one Investment Time Horizon Epoch (ITHE) to another. (i.e. maximum time limit for achieving a new ITHE). | | Performance Allocation Rate | PAR * | The percentage proportion of the Excess Gain (EG) that is allocated to Party B. it is used to calculate Performance Allotment (PA). | | Performance Allocation Rate Lookup Table | PARLT | The Lookup Allocation Rate Lookup Table (LARLT) is a predefined table utilized to determine the Performance Allocation Rate (PAR) during each Settlement. The table correlates the Investment Time Horizon Cycle (ITHC) and the Benchmark Net Asset Value for ITHC (BNVITHC) to ascertain the applicable Performance Allocation Rate (PAR). The LARLT is structured such that for each threshold of BNVITHC, a corresponding set of PAR values is defined across different ITHC intervals. The cross-sectional value of PAR within the LARLT is identified based on the least achieved ITHC and the maximum reached BNVITHC during the settlement period. This mechanism facilitates the calculation of the Performance Allotment (PA), which is a portion of the Excess Gain (EG) allocated by Party A to potentially incentivize Party B, as detailed in the Performance Allocation Rate (PAR) Table in APPENDIX I of the agreement. | | Performance Allotment | PA | The portion of Excess Gain (EG) which Party A allocates to potentially incentivize Party B varies according to the Performance Allocation Rate (PAR) Table in APPENDIX I. | | Performance Allotment Resolved Rate | PARR * | The percentage proportion of the Performance Allotment (PA) that is resolved and immediately payable to Party B at the Settlement. It is used to calculate Singular Arrear Resolved Performance Allotment (SARPA). | | Singular Arrear Resolved Performance Allotment | SARPA | The portion of the Performance Allotment (PA) which Party B can receive at the Settlement. | | Performance Allotment Unresolved Rate | PAUR * | The percentage proportion of the Performance Allotment (PA) that is unresolved and not immediately payable to Party B at the Settlement. Its value can be derived by simple arithmetic subtracting the Performance Allotment Resolved Rate (PARR) from 100%. | | Unresolved Performance Allotment | UPA | The remaining portion of the Performance Allotment (PA) which is allocated to the Safety Net Reserve Fund (SERF). | | Safety Net Reserve Fund | SERF | A virtual account balance maintained by Party A to mitigate the Drawdown (DD) in the MSA. | | Safety Net Reserve Fund Release | SNRFR | The UPA that has been sitting in the SERF is released to Party B at a pre-agreed number of ITHC in arrears, which is called Safety Net Reserve Fund Arrear Cycle (SNRFAC). | | Headhunter Retention Rate | HHRR * | HHRR serves as a standard for determining the payable fee to Party C, proportionate to the remuneration offered to Party B. It’s important to clarify that the HHRR doesn’t reduce Party B’s remuneration, as Party B’s remuneration is solely used as a calculation factor. The HHRR acts as the numerator and Party B’s remuneration, the denominator in this payment calculation framework. | | Head Hunter Retention | HHR | The fee payable to Party C at each of the Settlement. In case there’s confusion, HHR is not coming out of the Excess Gain (EG) and it does not impact the potential gain of Party C. It is an administrative fee that Party A is responsible for paying. | | First-Year Placement Fee Rate (dormant until activation) | FYPFR * | A fee rate to calculate the FYPF payable to Party C. It is only applicable to the potential traditional employment or consultancy services, payable by Party A to Party B within the first year from the day of the Agreement is signed. | | First-Year Placement Fee (dormant until activation) | FYPF | A fee payable to Party C. It is only activated when there’s a service payment made to Party B outside the scope of SARPA and SNRFR; otherwise, it remains dormant and is not applied at all. | | Payable Limit to Party C | PL2PC * | Party A’s payment obligations to Party C, under HHR and FYPF, are subject to a specified limit. Upon reaching this limit, Party A is not required to make further payments, regardless of the Agreement’s status. | | Signals | - | The content generated by Party B’s IP transmitted to Party A. | | Nature of License | NOL * | Nature of License (”NOL”) is either Exclusive & Non-Transferable or Non-Exclusive & Non-Transferable. Party B grants Party the license to use the Signals, which is defined by the Nature of License. | | SaaS Resources Quota | SRQ * | Party B may employ dedicated SaaS resources (such as AWS and Google Cloud) upon receiving written approval from Party A concerning their scope of usage. The cost incurred is limited to the SaaS Resources Quota (SRQ). | | SaaS Resources Base Coverage Rate | SRBCR * | The percentage of SaaS expense claims, which are bound by the limit of the SaaS Resources Quota (SRQ) and its written approved defined scope, that Party A reimburses to Party B at the time of the Settlement. | | Capacity Constraint Saturation Point | CCSP * | Party B propose a suitable value of CCSP which depends on the nature of the trading strategy. When the NAV hits the Capacity Constraint Saturation Point (CCSP), Party A will remove excess funds to keep the Managed Sub Account (MSA) balanced at CCSP because market liquidity constraints render the surplus funds incapable of producing extra profit. | | First Loss | FL * | The initial financial loss incurred in the MSA, to which Party B may elect to contribute. The First Loss serves as a protective financial layer for Party A, absorbing losses up to a certain threshold as defined and agreed upon by the Parties. Party B shall not be obligated to contribute to the First Loss under this Agreement. | | Financial Technology Consultancy Service Rate (dormant until activation) | FTCSR * | The service rate if Party B to render Financial Technology Consultancy Services (FTCS) to Party A. | | Financial Technology Consultancy Services | FTCS | Party B provides optional consultancy services to Party A upon request and availability. |

Parameters that contains numerical values.

The specific values for all parameters mentioned in this Agreement are listed as follows:

| Value | | 48 | | 5% | | 5% | | varies | | 40% | | 60% | | 20% | | 180 calendar days | | ≤ MAITH | | 30% | | 1.75 million USD | | 0 USD | | 50% | | 3 million USD | | 0 USD | | 150 USD/hour | | Non-Exclusive and Non-Transferable |

This Agreement shall commence on *the Last Date of Signing *(”LDS”) by any of the Parties as the “Effective Date” and shall continue for a period of three (3) year or the Investment Time Horizon Ordinal Cardinality Cap (”ITHOCC”), whichever comes first, with the option to extend upon mutual agreement.

Agreement Terms and Provisions

**Purpose: **The Parties hereby agree to collaborate on the development and implementation of an algorithmic trading strategy for Party A. because Party B is not ready to form an conventional employment relationship with Party A which entails sharing Party B’s the intellectual properties with Party A.
Nullification of Prior Agreements: 1. **Superseding Effect: **This Agreement constitutes the entire agreement among the Parties, supersedes all prior agreements, understandings, negotiations, representations, warranties, commitments, offers, contracts, and communications, whether written or oral, between the Parties, individually or collectively, and is intended to constitute the final and entire agreement and understanding of the Parties regarding the subject matter hereof. 1. **Nullification of Previous Agreements: **By the execution of this Agreement, the Parties hereby expressly nullify, terminate, and render void ab initio any and all prior agreements, contracts, memoranda of understanding, or other legal instruments, whether express or implied, entered into between any or all of the Parties, related to or in connection with the subject matter of this Agreement.
Responsibility for Omissions or Conflicts: 1. **Individual Responsibility: **Each Party acknowledges and agrees that it shall be solely responsible for any omissions, conflicts, misrepresentations, or misunderstandings arising from or related to any prior agreements nullified by this Agreement. No Party shall seek to hold any other Party liable or responsible for such omissions, conflicts, misrepresentations, or misunderstandings.
Party A’s Responsibilities: 1. Take responsibility for the bills or offering reimbursement for the duly required and approved SaaS Resources, up until reaching the SaaS Resources Quota (SRQ). This is for the purpose of developing and maintaining the algorithmic trading strategy. 1. Make monthly settlements of invoices issued by Party B on the optional Financial Technology Consultancy Service (FTCS). These payments should be made according to the Financial Technology Consultancy Service Rate (FTCSR), within 15 days of the receipt of Party B invoices. 1. Settle invoices presented by Party B at the Investment Time Horizon Ordinal (ITHO) for the charges on the Singular Arrear Resolved Performance Allotment (SARPA) and the Safety Net Reserve Fund Release (SNRFR), within 15 days of the receipt of Party B invoices. 1. Settle SaaS Resources Quota (SRQ) expense invoices presented by Party B at the time of the Settlement. 1. Settle invoices for the Headhunter Retention (HHR) issued by Party C. 1. Settle invoices for the First-Year Placement Fee (FYPF) issued by Party C. 1. Review and provide feedback on the progress and performance of the trading strategy.
Party B’s Responsibilities: 1. Employ dedicated SaaS resources (such as AWS and Google Cloud) upon receiving written approval from Party A concerning their scope of usage. The cost incurred is limited to the SaaS Resources Quota (SRQ). 1. Issue invoices of SRQ expense claims to Party A along with proof of purchases (e.g. receipts or invoices from the SaaS service providers) according to the SaaS Resources Base Coverage Rate (SRBCR) at the time of the Settlement. 1. Conduct detailed and substantial research including but not limited to analysis of financial market trends, data analysis, modelling, prediction and interpretation relevant to the development of an effective algorithmic trading strategy. 1. Design and implement the algorithmic trading system based on the agreed objectives and parameters. 1. Regularly monitor and evaluate the performance of the trading strategy and make necessary adjustments as required. 1. Periodically or upon request by Party A, provide reports and updates to Party A regarding the performance and outcomes of the trading strategy. 1. Party B may provide Financial Technology Consultancy Services (FTCS) to Party A in the agreed areas, at a defined Financial Technology Consultancy Services Rate (FTCSR). This is subject to Party A’s requests and Party B’s availability. Party B shall submit an estimated quote detailing the hours required on each occasion when demands and deliverables are mutually agreed upon by both parties. These projected hours shall only be deemed as billable upon completion, and strictly on the mutual agreement and acceptance of the quoted estimation. FTCS may cover area, including but not limited to assist with the integration of various financial software, systems, and platforms to ensure seamless interoperability within the financial ecosystem. 1. Invoice Party A at a rate of FTCSR for the FTCS rendered at the end of every month for the month’s delivered FTCS. 1. Invoice Party A for the Settlement(s) according to the APPENDIX I.
First Loss Contributions by Party B: For the purposes of this Agreement, First Loss (”FL”) refers to the initial financial loss incurred in the MSA, to which Party B may elect to contribute. The First Loss serves as a protective financial layer for Party A, absorbing losses up to a certain threshold as defined and agreed upon by the Parties. Party B shall not be obligated to contribute to the First Loss under this Agreement. Notwithstanding the foregoing, if Party B elects to contribute to the First Loss, the following adjustments may be made, subject to mutual agreement between the Parties: 1. Trailing Maximum Acceptable Drawdown (TMAD) Adjustment: The TMAD may be amicably adjusted to exceed the Trailing Minimum Acceptable Excess Gain (TMAEG) to a certain extent as mutually agreed upon in writing between the Parties. 1. Safety Net Reserve Fund Arrear Cycle (SNRFAC) Adjustment: The SNRFAC may be amicably adjusted to be reduced to a degree as mutually agreed upon in writing between the Parties.
Party C’s Responsibilities: 1. Facilitate the introduction and initial communication between Party A and Party B. 1. Assist in the negotiation and finalization of the terms and conditions of the agreement between Party A and Party B. 1. Provide support and coordination throughout the collaboration between Party A and Party B. 1. Invoice Party A for the Settlement(s) according to the APPENDIX I.
Party C’s Rights: 1. To enquiry and to be informed of all ongoing partnership arrangement between Party A and Party B. 1. To be incentivized by Party A in all aspect of existing and potential engagement between Party A and Party B as long as Payable Limit to Party C (PL2PC) has not been reached.
Invoicing: Party B and Party C are each individually responsible for issuing their respective billable payment invoices to Party A. The payment acceptance methods should be agreeable to Party A and can include USD Tether and international bank wire transfers.
**System Downtime Handling: **In the event of any system downtime: 1. Party B shall promptly inform Party A of such downtime, the causes for the downtime, and the steps being taken to restore the system to full functionality. 1. Party B will restore the system to full functionality within 24 hours of the downtime occurrence; or, where the system downtime is caused by an event of force majeure as defined in Clause 12, as soon as reasonably practicable following the termination of such Force Majeure Event. 1. Any losses will be handled as per the TMAD and MAITH Violation Protocol (TMVP), regardless of factors outside of Party B’s control, such as power outages, ISP disruptions, or third-party server issues except where the system downtime is caused by an event of force majeure as defined in Clause 12. 1. Exemption Based on Reporting Requirements:
1. Condition for Exemption: In the event that Party B is unable to restore the system to full functionality within the stipulated 24-hour period as outlined in Clause 10, Party B will be exempt from penalties or other punitive measures provided that all Reporting Requirements as described below are fulfilled.
2. Reporting Requirements: Party B must adhere to a detailed schedule of reporting, which includes but is not limited to:
- Immediate notification to Party A within 2 hours of identifying that the system will not be restored within 24 hours.
- Provision of hourly updates outlining Current Status, Mitigation Efforts, and Estimated Time to Resolution.
- A comprehensive Incident Report to be submitted to Party A within 48 hours of system restoration, detailing the Root Cause Analysis, steps taken for resolution, and preventative measures for future incidents.
1. Compliance Verification: Compliance with these Reporting Requirements will be subject to verification by Party A or a mutually agreed upon third-party entity.
2. Breach of Reporting Requirements: Failure to meet the above Reporting Requirements will nullify the exemption and result in the enactment of penalties as per *the TMAD and MAITH Violation Protocol *(TMVP).
**Data Security and Compliance: **The Parties shall: 1. Comply with all regionally applicable laws and regulations related to data security and privacy, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA) in Canada. 1. Implement adequate security measures to protect sensitive data. 1. Promptly report any data breaches and cooperate with the necessary authorities to address such breaches.
Force Majeure: 1. No Party shall be considered in breach of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement is caused by an event of force majeure. 1. An event of force majeure refers to an event beyond the reasonable control of the Party affected, including but not limited to acts of God, wars, pandemics, or natural disasters. 1. The Party affected by the force majeure event shall promptly inform the other Parties of the occurrence of such an event and take reasonable steps to resume performance of its obligations under this Agreement as soon as possible. 1. If by reason of such circumstances a party is unable to perform all or a substantial part of its obligations for a continuous period of 30 days, the other party may terminate this Agreement by written notice.
Ownership of IP: 1. “Intellectual Property Rights” means any rights in or to intangible property, copyrights, patents, trademarks, registrations, recordings, inventions, ideas and concepts, trade secrets, trade names, logos, confidential proprietary or technical information, technology, know-how, goodwill, reports, drawings, specifications, calculations, computer software (including computer aided design models), source code, and all other intellectual property, all foreign counterparts of any of the foregoing, any renewals, extensions, reissues, derivatives or modifications of any of the foregoing, including the right to apply for and register such rights and to sue for infringement or misappropriation of such rights. Party A acknowledges that all Intellectual Property Rights in the technical analysis, statistical and/or machine learning feature inputs, and trading execution signals developed by Party B under this Agreement or before the execution of this Agreement and in and covering any work to be performed by Party B under this Agreement vest solely in Party B. 1. For the avoidance of doubt, the term Intellectual Property Rights (“IP”) under this Agreement encompass the algorithmic trading strategy, which shall be the exclusive property of Party B. Any proprietary algorithms developed by Party B in relation to the agreed-upon objectives of this Agreement shall remain its exclusive property. 1. Party B hereby grants to Party A a license, which nature of it is defined by the Nature of License (”NoL”), for worldwide use of the content generated by the IP (“Signals”), solely for its internal business purposes related to the objectives mutually agreed upon in this Agreement.
Protection of IP: 1. Party B shall take reasonable measures to protect the confidentiality and proprietary nature of the Signals. 1. Party A agrees not to disclose, reproduce, or distribute the Signals and the Signals to any third party without the prior written consent of Party B. 1. Party A agrees to respect the IP rights of Party B and will not attempt to reverse engineer, disassemble, or otherwise derive the source code of the confidentiality and proprietary portion of the Signals. 1. Party A agrees to operate the Signals provided by Party B in strict accordance with the risk and exposure parameters established by Party B. Any deviation, modification, or piggy-backing of the Signals for different risk or exposure is strictly prohibited.
Definition of Confidential Information: The Parties acknowledge that during the course of this Agreement, they may have access to or be directly or indirectly exposed to, confidential information of the other Party. Confidential Information includes any data or information that is valuable to such Party and not generally known by the public, including, but not limited to, proprietary information about business operations, strategies, financials, customer and client lists, product plans, technical data, trade secrets, or know-how, etc., whether communicated in oral, written, graphic, electronic, or other form.
Confidential Information excludes information that: 1. the receiving party possessed before disclosure by or on behalf of the disclosing party; 1. is or becomes publicly known without breach of these Terms by the receiving party; 1. is rightfully received from a third party without restrictions on further use or disclosure; or 1. which the receiving party independently develops or learns without reference to the other party’s Confidential Information.
Protection of Confidential Information: Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either Party exercise less than reasonable care in protecting such Confidential Information.
Use of Confidential Information: Each Party agrees to use the Confidential Information of the other Party solely for the purpose of executing its duties and responsibilities under this Agreement and not for any purpose beyond the scope of this Agreement, without prior written consent of the other Party.
Duration of Confidentiality Obligation: The obligation of confidentiality will extend for a period of three (3) years following the termination or expiry of this Agreement, unless the Parties agree in writing to a longer period.
Disclosure under Legal Compulsion: If a Party learns of any unauthorized use or disclosure of the other Party’s Confidential Information, it will promptly notify the other Party. Further, if a Party is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, it shall: (1) promptly, and prior to such disclosure, notify the other Party in writing of such requirement so that the other Party can seek a protective order or other remedy or waive its rights under this Section; and (2) provide reasonable assistance to the other Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If such protective order or other remedy is not obtained, or the other Party waives compliance with the provisions hereof, the first Party shall furnish only that portion of the Confidential Information which it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
Exceptions to Confidential Information: The Confidential Information does not include information that: 1. is or becomes generally available to the public other than as a result of the recipient’s breach of this Agreement; 1. is or becomes available to the recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; 1. was in recipient’s possession prior to the Discloser’s disclosure hereunder; or 1. was or is independently developed by recipient without using any Confidential Information.
Return or Destruction of Confidential Information upon Termination or Expiry: Upon termination or expiry of this Agreement, each Party shall return to the other Party or destroy all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other Party, except to the extent that such Confidential Information is incorporated into corporate documents or records which the receiving party is required to retain by law, or where such Confidential Information may not reasonably be destroyed, in which case appropriate measures shall be taken to preserve its continuing confidentiality.
Non-Disparagement. Each Party agrees that, during the term of this Agreement and for a period of three (3) years following termination or expiry of this Agreement, it shall take no action which is intended to harm any other Party or its reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to any other Party.
Remedies for Breach of Confidentiality: Any breach of these confidentiality provisions may cause the non-breaching Party irreparable harm for which damages may not be an adequate remedy. The non-breaching Party shall have the right to seek injunctive relief in addition to all other remedies available at law or in equity.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada. Any disputes arising out of or in connection with this Agreement shall be resolved by the courts of British Columbia.
**Dispute Resolution. **In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the Parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the British Columbia International Commercial Arbitration Centre in accordance with the provisions of its Commercial Arbitration Rules.
**Indemnity. **Party B agrees to indemnify, defend, and hold harmless Party A and its officers, directors, agents, and employees from and against any and all demands, claims, damages to persons or property, losses and liabilities, including reasonable attorney’s fees (collectively “Claims”) arising out of or caused by Party B’s negligence, misconduct, or breach of this Agreement. Party B shall give Party A prompt written notice of any Claims. To the fullest extent permitted by applicable law and save as expressly stated to the contrary under this Agreement:
Party A shall be solely responsible for any opinions, recommendations, forecasts or other conclusions made or actions taken by Party A, any client of Party A or any other third party based (wholly or in part) on the results obtained from the use of the Signals or the FTCS;
Party A shall defend, indemnify and hold Party B harmless against any and all demands, claims, damages, losses and liabilities that may be caused to Party A or any third party in connection with this Agreement, regardless of cause, including negligence, wilful misconduct or breach of duty (whether statutory or otherwise); and
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this agreement.
Non-Solicit. For a period of two (2) years following the termination or expiry of this Agreement, no Party shall, directly or indirectly, solicit or entice away (or attempt to solicit or entice away) any employee of another Party without prior written consent.
**Amendment and Waiver. **Any amendment or waiver of this Agreement must be in writing and signed by all Parties.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
**Termination Rights for Party A: **Party A reserves the right to terminate this Agreement unilaterally under any conditions, including but not limited to the Trailing Maximum Acceptable Drawdown (TMAD) violation and the MAITH provisions, with twelve (12) hours advance notice. But if the termination is other than the TMAD or the MAITH violation, Party A is responsible for:
releasing the UPA balance in the SNRF at the time of termination (i.e. the SNRFR) to Party B without having to offset the drawdown from* the Benchmark Net Asset Value for ITHC* (BNVITHC) as the TMAD and MAITH Violation Protocol (TMVP) would have required,
releasing the SARPA and the UPA on any EG to Party B, as the termination shall trigger a Settlement, and
settling the corresponding HHR that results from the final release of UPA balance from the SNRF.
Termination Rights for Party B and Party C: Each Party (B and C) maintains the right to terminate this agreement unilaterally under any conditions, including but not limited to a material breach of this agreement or an event of force majeure that prevents the fulfilling of obligations under this agreement, with twelve (12) hours advance notice. In the event of termination by Party B or Party C: 1. the Parties shall cooperate in good faith to conclude any ongoing obligations and ensure an orderly transition; 1. termination of this agreement shall not relieve the parties of any obligations accrued prior to the effective date of termination; 1. Party A reserves the right to execute the TMAD and MAITH Violation Protocol (TMVP) if the ITHO is equal or smaller than six (6) but If the ITHO is larger than six (6), Party A shall release the UPA balance at the time of termination in the SERF to Party B without having to offset the drawdown from the Benchmark Net Asset Value for ITHC (BNVITHC) as the TMAD and MAITH Violation Protocol (TMVP) would have required, unless the conditions for the execution the TMAD and MAITH Violation Protocol are met at the time of termination, in which case Party A reserves the right to execute the TMAD and MAITH Violation Protocol (TMVP).
The expiry of the Agreement shall trigger a Settlement, and Party A shall release the SARPA and the UPA on any EG to Party B.
Upon the expiry or termination of this Agreement, for any cause, any license of any Intellectual Property Rights granted by Party B to Party A shall immediately terminate.
The Parties hereto have executed this Three-Party Agreement as of the Effective Date.
Notwithstanding the below signature blocks, the Parties mutually agree that a reply email from the registered email address (”Email”) of any Party shall be considered a legally binding confirmation of that Party’s acknowledgment and acceptance of the terms set forth in this Agreement. Upon receipt of an email from the Email, responding positively to an email containing the terms of this Agreement, and explicitly stating their acknowledgment and agreement to said terms, the receiving Party shall be deemed to have executed and become bound by the terms of this Agreement as of the date of the email response. 1. This email acknowledgment shall serve as an alternative to the traditional signature method, and the Parties agree to accept this as a legally binding form of agreement execution. Each Party is responsible for ensuring the accuracy and authenticity of the registered email address used for such acknowledgment.

Party A: AXON CAPITAL MANAGEMENT - FZCO

Sign:

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By: Terry Li

Title: Director of Operations

Date of Signing:

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Party B: Algo-Trading Strategy Researcher (ATSR):

Sign:

{

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By:

{

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On Behalf of all member(s) of Party B.

Date of Signing:

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Party C: Recruitment Agency:

Sign:

{

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By:

{

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On Behalf of all member(s) of Party C.

Date of Signing:

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APPENDIX I: PAYMENT & CAPITAL INJECTION SCHEDULE

All the figures presented in the APPENDIX I are copied and pasted from certain historical version of the following publicly viewable Google Spreadsheet:

https://docs.google.com/spreadsheets/d/1MVnzn0geqaPakzE-xy2yfNxtXUP-4c4k6JsIdXH9TQU/edit?usp=sharing

Utility of the shared spreadsheet is purely for calculation & exploration efficiency, with any finalized numbers being transposed into the tables of the APPENDIX I.

**Capital Injection: **Party A agrees to provide Capital Injection (CI) to the Managed Sub-Account (MSA) per following schedule:
**Trading of the MSA: **Party B is entrusted with the responsibility of trading the MSA with the primary objective of increasing its Net Asset Value (NAV).
**Performance Allotment: **At each Settlement, Singular Arrear Resolved Performance Allotment (SARPA) is the product of Performance Allotment (PA) and the Performance Allotment Resolved Rate (PARR), where the Performance Allotment (PA) is the product of the Performance Allotment Rate (PAR) and the Excess Gain (EG).
Settlement: 1. The Settlement occurs at the Investment Time Horizon Ordinal (ITHO) rather than at regular time intervals. 1. The current Settlement will be determined based on the Net Asset Value (NAV) in the Management Sub Account (MSA) reaching a TMAEG beyond the last NAV after debiting Performance Allotment (PA) and crediting Capital Injection (CI) at the last Settlement. 1. The TMAEG, also referred to as the “hurdle” in some industry parlance, is a measure of the minimum acceptable gain over the Benchmark Net Asset Value for ITHC (”BNVITHC”). An Investment Time Horizon Epoch (ITHE), an all-time high where the TMAEG is reached, triggers the Settlement. 1. In each Settlement, the Performance Allocation Rate (PAR) is calculated based on the Performance Allocation Rate Lookup Table (PARLT). This depends on the least achieved Investment Time Horizon Cycle (ITHC) and the maximum reached the Benchmark Net Asset Value for ITHC (”BNVITHC”). We use these parameters to identify the cross-sectional value of PAR within the PARLT: 1. If TMAD and TMAEG that are equal to 10%, the following PARLT is used: | Performance Allocation Rate Lookup Table (PARLT) for 10% TMAG & TMAEG | BNAVITHC ≥ 0 USDT | BNAVITHC ≥ **0.20 **mil USDT | BNAVITHC ≥ 0.40 mil USDT | BNAVITHC ≥ 0.60 mil USDT | BNAVITHC ≥ 0.80 mil USDT | BNAVITHC ≥ 1.00 mil USDT | BNAVITHC ≥ 1.20 mil USDT | | ITHC ≤ 14 Days | 35.48% | 37.90% | 40.32% | 42.74% | 45.16% | 47.58% | 50.00% | | ITHC ≤ 28 Days | 27.48% | 29.52% | 31.56% | 33.60% | 35.64% | 37.68% | 39.72% | | ITHC ≤ 59 Days | 26.28% | 27.63% | 28.98% | 30.33% | 31.68% | 33.03% | 34.38% | | ITHC ≤ 90 Days | 22.78% | 23.78% | 24.78% | 25.78% | 26.78% | 27.78% | 28.78% | | ITHC ≤ 121 Days | 20.80% | 21.30% | 21.80% | 22.30% | 22.80% | 23.30% | 23.80% | | ITHC ≤ 180 Days | 17.23% | 17.48% | 17.73% | 17.98% | 18.23% | 18.48% | 18.73% | 1. If TMAD and TMAEG that are equal to 5%, the following PARLT is used: | Performance Allocation Rate Lookup Table (PARLT) for 5% TMAD & TMAEG | BNAVITHC ≥ 0 USDT | BNAVITHC ≥ **0.20 **mil USDT | BNAVITHC ≥ 0.40 mil USDT | BNAVITHC ≥ 0.60 mil USDT | BNAVITHC ≥ 0.80 mil USDT | BNAVITHC ≥ 1.00 mil USDT | BNAVITHC ≥ 1.20 mil USDT | | ITHC ≤ 14 Days | 16.00% | 18.42% | 20.84% | 23.26% | 25.68% | 28.10% | 30.52% | | ITHC ≤ 28 Days | 8.00% | 10.04% | 12.08% | 14.12% | 16.16% | 18.20% | 20.24% | | ITHC ≤ 59 Days | 6.80% | 8.15% | 9.50% | 10.85% | 12.20% | 13.55% | 14.90% | | ITHC ≤ 90 Days | 3.30% | 4.30% | 5.30% | 6.30% | 7.30% | 8.30% | 9.30% | | ITHC ≤ 121 Days | 1.32% | 1.82% | 2.32% | 2.82% | 3.32% | 3.82% | 4.32% | | ITHC ≤ 180 Days | 0.00% | 0.25% | 0.50% | 0.75% | 1.00% | 1.25% | 1.50% | 1. Although two sets of PARLT are presented, only one set of PARLT is applicable in the Agreement depending on the parameter values of TMAD & TMAEG. 1. The Parties shall select the largest possible PAR value from the PARLT at the Settlement
1. The Performance Allotment (PA), an intermediary parameter, is equal to the Excess Gain (EG) multiplied by the Performance Allotment Rate (PAR). 1. The Singular Arrear Resolved Performance Allotment (SARPA) is calculated by multiplying the Performance Allotment (PA) by the Performance Allotment Resolved Rate (PARR). 1. The Unresolved Performance Allotment (UPA) is the result of the Performance Allotment (PA) multiplied by the Performance Allotment Unresolved Rate (PAUR). UPA is kept in the Safety Net Reserve Fund Release (SNRFR) for the Safety Net Reserve Fund Arrear Cycle (SNRFAC) before it is considered to be released to Party B. 1. The SNRF Release (SNRFR) equals the Unresolved Performance Allotment (UPA) allocated to the Safety Net Reserve Fund (SNRF), dated from the Safety Net Reserve Fund Arrear Cycle (SNRFAC) prior.
**Unresolved Performance Allotment and Safety Net Reserve Fund: **Any of the Unresolved Performance Allotment (UPA) left in the Performance Allotment (PA), which does not meet the SARPA criteria, is segregated into the Safety Net Reserve Fund (SNRF). The UPA in the SNRF becomes payable to Party B after the UPA has been sitting in the SNRF for an agreed number of Safety Net Reserve Fund Arrear Cycle (SNRFAC) according to the Safety Net Reserve Fund Arrear Cycle Lookup Table (SNRFACLT). 1. Safety Net Reserve Fund Arrear Cycle Lookup Table (SNRFACLT): The Parties agree to determine the Safety Net Reserve Fund Arrear Cycle (SNRFAC) in accordance with the following lookup table, based on the duration of the Investment Time Horizon Cycle (ITHC): | **Safety Net Reserve Fund Arrear Cycle Lookup Table (**SNRFACLT) | SNRFAC | | ITHC ≤ 14 Days | 4 | | ITHC ≤ 28 Days | 8 | | ITHC ≤ 59 Days | 12 | | ITHC ≤ 90 Days | 24 | | ITHC ≤ 121 Days | 36 | | ITHC ≤ 180 Days | 48 | 1. The Parties shall select the SNRFAC by identifying the smallest duration threshold within the lookup table that is greater than or equal to the actual ITHC. The corresponding SNRFAC value for that threshold shall then be applied. For example, if the ITHC is 80 days, although the ITHC falls below several higher duration thresholds (90, 121, and 180) in the lookup table, the Parties shall select 90 which correspond to the SNRFAC value of 24, as 90 corresponds to the smallest duration threshold that is still greater than or equal to the ITHC. 1. The priority of choosing the smallest possible SNRFAC is established to optimize the allocation and provide a financial safeguard in alignment with the principles of risk management stipulated in this Agreement. This selection process shall be binding upon the Parties and shall be adhered to in good faith. 1. Any deviation from the priority of selection or the application of the SNRFACLT shall be made in writing and signed by all Parties.
Party C Compensation: 1. The compensation of Party C is calculated based on Party B’s receivables at each Settlement, which equals the sum of the Singular Arrear Resolved Performance Allotment (SARPA) and the Safety Net Reserve Fund Release (SNRFR). 1. The HHR is the product of Headhunter Retention Rate (HHRR) and Party B’s receivable. 1. In the event of early termination of the Agreement, any invoices issued by Party C to Party A pertaining to this agreement shall be rendered null and void. As a result, Party A shall be fully released from any obligation to settle past or present invoices issued by Party C.
Party C First Year Placement Fee (FYPF): 1. The First-Year Placement Fee (FYPF) serves to represent the fee traditionally payable to Party C in a conventional employment relationship. Although there is currently no set plan, there is still a possibility of its occurrence within the first year following the signing of this agreement. 1. The First Year Placement Fee (FYPF) is payable by Party A to Party C based on the gross compensation, excluding SARPA & SNRFR, irrespective of the mode of payment, received by Party B within the first year of the agreement. The derived amount represents the fee owed to Party C, for their placement services that might or might not result in traditional employment or consultancy services. In short, it is only activated when there’s a service payment made outside of HHR; otherwise, it remains dormant and is not applied at all.
Party B shall conduct trading activities within acceptable risk management measures, defined by the Trailing Maximum Acceptable Drawdown (TMAD) and the Maximum Acceptable Investment Time Horizon (MAITH). 1. Party B agrees to adhere to the TMAD and MAITH limits and will employ necessary measures to prevent a violation of these parameters. In the event of the TMAD or the MAITH violation, a risk management protocol agreed upon by the Parties called the TMAD and MAITH Violation Protocol (TMVP) will be activated. 1. In the event of a TMAD or MAITH Violation, any invoices issued by Party C to Party A pertaining to this agreement shall be rendered null and void. As a result, Party A shall be fully released from any obligation to settle past or present invoices issued by Party C.
**The TMAD and MAITH Violation Protocol (TMVP): **In the event of a Trailing Maximum Acceptable Drawdown (TMAD) or Maximum Acceptable Investment Time Horizon (MAITH) violation, the risk management protocol stipulated in this agreement shall be activated as follows:
Resolution of Disputes over Safety Net Reserve Fund: In the event of any unresolved disputes pertaining to the SNRF at the end of the Agreement, such disputes shall be resolved through the dispute resolution mechanism outlined in the Agreement. If a dispute remains unresolved despite efforts through the established dispute resolution mechanism, either Party may elect to bring the matter to binding arbitration in accordance with the provisions of the Agreement.
Arbitration for SNRF Disputes: Any arbitration related to disputes over the SNRF shall be conducted by a single arbitrator mutually agreed upon by the Parties. If the Parties are unable to agree upon an arbitrator within thirty (30) days of the decision to move to arbitration, an arbitrator shall be appointed by the British Columbia International Commercial Arbitration Centre or an equivalent neutral entity. The arbitrator’s decision will be final and binding on the Parties, and the expenses for the arbitration shall be borne by the Party against whom the decision is rendered unless otherwise determined by the arbitrator.
Binding Effect of Arbitration Decision: The Parties agree that the decision of the arbitrator shall be enforceable in any court of competent jurisdiction. Any Party may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect its rights pending the completion of arbitration.
Waiver of Punitive Damages Claims: The Parties hereby waive any rights they may have to seek or recover punitive or exemplary damages in relation to any dispute regarding the SNRF.
Final and Non-Refundable Payments: All payments made by Party A to either Party B or Party C are non-refundable, within the context of this Agreement. | | | | | | | | | | | | | |