Independent Contractor Agreement - Funded Trader
Independent Contractor Agreement - Funded Trader
Independent Contractor Agreement - Funded Trader
This Agreement sets out the terms and conditions under which the Contractor will provide services to the Client
(each as identified in the Agreement Details below). The Agreement Details form part of the terms and conditions
and this Agreement.
Agreement Details
Client Rocket21
Description of Services Scope: Preparing, constructing and executing trading strategies. Refer to Independent
Contractor Agreement Terms and Conditions for the full scope of work.
Milestones and Payment Terms: Starting on the Effective Date, Contractor will get paid a
sum by the client for every task completed. The value of each task will be defined by the
Client prior to payment. The payment will be made after approval by the Client, and any
commission or transfer fee will be paid by the Contractor.
Agreement Signing
Each person executing this Agreement as an authorised representative warrants that they are duly authorised to do
so (under relevant constituent documents, delegations of authority or otherwise) and declares they are not aware
of any fact or circumstance that affects such authority duly given to them. Each person signing this Agreement
confirms that the page on which they sign is in a full copy of the document (including any attachments, annexures
or schedules).
Executed as an Agreement
siGNED for and on behalf of THE CONTRACTOR: siGNED for and on behalf of THE CLIENT:
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Independent Contractor Agreement Terms and Conditions
It is agreed as follows:
1 Defined Terms
The following applies to this Agreement unless the context specifically requires otherwise:
Fees Fees will be calculated and paid in accordance with the Terms and Conditions – Technology
Access and Trader Assessment Program and the Schedule of Assessment Programs and Fees.
All amounts paid to the Contractor will include all leave entitlements the Worker(s) are
entitled to receive from the Contractor. The Contractor remains solely responsible for all
Worker(s) including as set out in clause 8.
Services The Contractor is engaged by the Client to provide Forex and CFD trading strategy advice
and trading strategy preparation and implementation with the aim of successfully satisfying
the Funded Trader Criteria (as set out in the Schedule of Assessment Programs and Fees).
The Contractor is required to:
• Prepare Forex and CFD trading strategies to satisfy the Funded Trader Criteria set out in
the Terms and Conditions – Technology Access and Trader Assessment Program and the
Schedule of Assessment Programs and Fees.
• Construct and place representative Forex and CFD trades (Trades) to demonstrate the
proper and successful implementation of trading Forex and CFD trading strategies.
• Comply with all obligations under this Agreement , the Terms and Conditions –
Technology Access and Trader Assessment Program and the Schedule of Assessment
The Contractor may be required to provide other services as reasonably requested by the
Client in connection with the services described above.
The Client may establish rules or requirements which set out accepted or permitted Forex
and CFD trading strategies. The Contactor must comply with such rules or requirements. If
the Client determines (at its sole discretion) that a Contractor has not complied with such
rules or requirements:
• the Contractor is deemed to forfeit its entitlement to receive any Fees in connection
with the Services provided in contravention with such rules and requirements; and
Worker(s) Means any person(s) or personnel the Contractor engages or procures (whether formally or
informally and in any capacity) to perform the Services for or on its behalf. The Contractor
must provide to the Client any details of any such person(s) or personnel that the Client
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requests and before any such person(s) or personnel perform any Services under this
Agreement.
2 Appointment
The Client appoints the Contractor to provide the Services on and from the Effective Date (as set out in the
Amendment). This Agreement continues until terminated by either party in accordance with the terms of
this Agreement.
(a) consents to the use of the electronic signing of this document and receiving this document in
electronic or digital form; and
(b) if signing this document electronically:
(i) warrants that they have applied (or their duly authorised representatives or signatories
have applied) the electronic signature to this document and any witnessing has occurred
in accordance with any relevant laws; and
(ii) agrees that such signature is legally effective execution and conclusive as to their
intention to be bound by this document.
This Agreement supersedes and replaces any Independent Contractor Agreement entered into by the
Contractor and the Client (or a party acting on behalf of the Client) in connection with the Services.
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(ii) it has complied and will, for the term of this Agreement and in delivering the Services,
comply with all laws applicable to its business operation and the Services, including
without limitation all laws that apply with respect to its employment of its employees
and its engagement of its subcontractors,
and acknowledges that the Client in entering this Agreement has relied on the Contractor's warranties in
this Agreement.
6 Fees
(a) The Client will pay the Contractor the Fees.
(b) If requested by the Client, the Contractor must, at the conclusion of each month after the
Effective Date, submit to the Client a tax invoice, quoting the Contractor’s ABN, VAT Number or
other similar identifier (if applicable), in respect of the Services provided by the Contractor during
the previous month.
(c) Where an invoice is required to be issued by the Contractor, the Client will aim to pay the relevant
invoiced amounts within 14 days of its receipt, provided that the account is correctly calculated
and submitted in accordance with this clause, and subject to any external banking or crypto
exchange restrictions.
(d) The Contractor agrees that the Fees referred to in this clause are the only fees or financial
benefits to which the Contractor is or may become entitled to in relation to this Agreement and
no additional charges or entitlements may be made or claimed by the Contractor.
(e) If directed to do so by the Client, the Contractor will sign up to receive the services of a
nominated third party services provider for payroll and compliance purposes. The Contactor
acknowledges and agrees that payment of Fees may be withheld or delayed until the Contractor
has been properly onboarded with such nominee services provider.
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and subcontractors, including the Worker(s); and
(c) any superannuation contributions, social security contributions, or other equivalent or similar
contributions to pension schemes, payable on behalf of its employees or subcontractors,
including the Worker(s), to discharge its obligations under any relevant laws or regulatory
requirements.
10 No guarantee of work
The Contractor acknowledges and agrees that the Client is not obliged to instruct the Contractor to
provide any minimum volume of Services. The Client may instruct the Contractor to stop or suspend the
delivery of Services at any time and the Contractor must comply with any such instruction(s).
12 Indemnity
The Contractor indemnifies the Client from and against all losses, claims, expenses, damages and liabilities
(including, without limitation, any taxes, fees, costs, levies or other imposts) which arise:
(a) out of any breach of this Agreement by the Contractor or the Worker(s); or
(b) if any employees of the Contractor, including the Worker(s), are found or deemed to be
employees of the Client under any laws (including common law, civil law or under any statute).
13 Insurance
The Contractor must, at its own expense, effect and maintain for the term of this Agreement on its own
behalf, and on behalf of the Worker(s) a professional indemnity insurance policy to a minimum value of
$100,000 for any one originating cause for any liability arising from a breach of professional duty, whether
owed in contract or otherwise, by reason of any negligent act or omission of the Contractor or the
Worker(s) in providing the Services.
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The Client may require the Contractor and the Worker(s) to undergo or obtain certain checks, including in
respect of police and court records, AML/CTF related matters, bankruptcy or insolvency check, other
disqualifications or disciplinary actions and/or professional registers as part of providing the Services. The
continuation of this Agreement is conditional on the Client being satisfied that the results of such checks.
15 Confidential information
The Contractor must not, and must procure that the Worker(s) will not, either during or after the term of
this Agreement, without the prior consent of the Client, use or disclose, or cause or permit to be used or
disclosed, any information that relates to the Services, the Client or its business or activities that are
confidential in nature. This includes but is not limited to:
(a) technical information relating to the goods and services of the Client’s business and the business
of any other company within the corporate group of the Client, including their operation,
manufacture, use or performance;
(b) all information concerning the business, its methods of operation, marketing and other activities;
and
(c) competitive and financial information concerning the business, which information, whether in the
form of trade secrets or otherwise, is not in the public domain.
16 Intellectual property
(a) The Contractor hereby irrevocably assigns to the Client upon creation all Intellectual Property
Rights arising out of the Contractor's performance of the Services. The Contractor acknowledges
that, because of the assignments under this clause 16, the Client owns and will own all right, title
and interest to such rights.
(b) The Contractor must procure that its Worker(s) and each of its personnel involved in delivering
the Services irrevocably assign to the Client all Intellectual Property Rights arising out of the
performance of the Services in the terms set out in paragraph 16(a).
(c) During and after the term of this Agreement, the Contractor must, and must procure that its
Worker(s) and each of its personnel:
(i) comply with any request by the Client to execute any document or take any step
necessary to transfer ownership of the rights referred to in paragraph (a) to the Client;
(ii) deliver into the physical possession and control of the Client all material forms and
embodiments (including those stored in electronic or similar media) of the rights
referred to in paragraph (a); and
(iii) execute any documents and do all things reasonably requested by the Client to obtain,
enforce or defend any right referred to in paragraph (a); and
(iv) not use or disclose any Intellectual Property Rights except as required to carry out the
Services.
The Contractor acknowledges that this clause 16 will remain in full force and effect
notwithstanding termination of this Agreement for any reason.
(d) In this clause 16:
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Intellectual Property Rights means:
(i) all rights conferred by statute, common law or in equity and subsisting anywhere in the
world in relation to:
(A) registered and unregistered copyright;
(B) inventions (including patents, innovation patents and utility models);
(C) confidential information (including the right to enforce an obligation to keep
information confidential), trade secrets, technical data and know-how;
(D) registered and unregistered designs; and
(E) registered and unregistered trade marks;
(ii) any other rights resulting from intellectual activity in the industrial, commercial,
scientific, literary or artistic fields which subsist or may hereafter subsist;
(iii) any business name registration;
(iv) any domain name registration;
(v) any social media account;
(vi) any licence or other similar right from a third party to use any of the above;
(vii) any applications and the right to apply for registration of any of the above; and
(viii) any rights of action against any third party in connection with the rights included in
paragraphs (i) to (vii) above, including any right to claim (and retain) any damages and
other remedies (including an account of profits) for infringement,
but excluding moral rights and similar personal rights which by law are non-assignable.
17 Moral Rights
In relation to any moral rights that may arise by operation of any relevant copyright laws in respect of any works or
other subject matter created by the Worker(s) or any of the Contractor's personnel when delivering the
Services to the Client (Works), the Contractor must procure that its Worker(s) and personnel (as
applicable) as an author of the Works:
(a) irrevocably and unconditionally consent in writing, to the maximum extent permitted by law
(either present or future), to the Client and the Client's Authorised Persons:
(i) using, disclosing, reproducing, copying, adapting, publishing, performing, exhibiting,
communicating, renting or transmitting any of the Works or any adaptation of any of
them (or any part of any of the Works or of any such adaptation) anywhere in the world:
(A) in whatever form and in whatever circumstances the Client or the Client's
Authorised Persons think fit, including the making of any distortions, additions
or alterations to any of the Works, or mutilating or destroying any of the Works,
or any adaptation of any of them (or any part of any of the Works or of any such
adaptation); and
(B) without identifying the Worker(s) or the relevant Contractor personnel (as the
case may be) as an author in relation to any of them; and
(ii) doing anything or omitting to do anything in relation to any of the Works or any
adaptation of any of them (or any part of any of the Works or of any such adaptation)
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anywhere in the world that would otherwise infringe any moral rights, or any similar
non-assignable, personal rights that the Worker(s) or the Contractor's personnel (as the
case may be) might have; and
(b) acknowledge that their consent applies to all Works, whether created before, on or after the date
of signing of their consent.
For the purposes of this clause 17, Company's Authorised Persons means the Client's licensees,
contractors, assignees and successors and their licensees, and any other person authorised by any of
them.
18 Data Protection
(a) The Contractor consents to the Client (and any of its related bodies corporate) holding and
processing data relating it and the Worker(s) for legal, personnel, administrative and
management purposes including the processing of any "personal data" (including “data
concerning health” or other “special categories of personal data” (as defined in any privacy laws
of any country including the Privacy Act 1988 (Cth) and the General Data Protection Regulation
(Regulation (EU) 2016/679)) relating to the Contractor and the Worker(s) including, as
appropriate:
(i) information about a Worker’s physical or mental health or condition to monitor sickness
and/or absence;
(ii) a Worker’s racial or ethnic origin or religious or similar beliefs to monitor compliance
with equal opportunities legislation;
(iii) information relating to any criminal proceedings in which a Worker has been involved,
for insurance purposes and to comply with legal requirements and obligations to third
parties; and
(b) The Contractor consents to the Client making such information available to any of its related
bodies corporate and those who provide products or services to the Client (such as advisers,
regulatory authorities, governmental or quasi-governmental organisations and potential
purchasers of the Client or any part of its business).
(c) The Contractor consents to the transfer of such information to the Client or its business contacts
outside the European Economic Area to further their business interests.
(d) The Contractor must comply with the Client’s data protection policy and relevant obligations
under any legislation and associated codes of practice (in any jurisdiction and as relevant to the
Services) when processing personal data relating to any employee, worker, customer, client,
supplier or agent of the Client.
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Policy);
(iii) have and maintain in place its own policies and procedures to ensure compliance with
the Relevant Requirements and the Bribery Policy and will enforce them as needed;
(iv) promptly report to the Client any request or demand for any undue financial or other
advantage of any kind received by the Contractor (or the Worker(s)) in connection with
the performance of this Agreement; and
(v) ensure any persons associated with the provision of the Services or other persons who
are performing services in connection with this Agreement comply with this clause 19.
(b) For this clause 19 the meaning of adequate procedures and whether a person is associated with
another person is determined in accordance with any Relevant Requirements.
20 Termination on notice
Subject to the Client's right to immediately terminate this Agreement under clause 21, the obligation to
provide the Services will end upon either party giving the other party 7 days’ notice in writing of the
termination of this Agreement.
22 Consequences of termination
On termination of this Agreement, for whatever reason, the Contractor must hand over to the Client all
materials and information used or produced by the Contractor in relation to the Services and any other
property of the Client that is or ought to be in the Contractor's or a Worker's possession, custody or
control. Clauses 7, 8, 12, 15, 16 and this clause will continue to apply after termination (for any reason).
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without the prior written consent of the other party. If the Contractor breaches this clause, the Client is
permitted to terminate this Agreement without notice.
24 Entire agreement
This Agreement contains the entire agreement and understanding between the parties with respect to the subject
matter and supersedes all prior agreements and understandings between the parties in connection with it.
25 Amendment
No amendment or variation of this Agreement is valid or binding unless made in writing executed by both
parties.
26 Dispute Resolution
Any dispute, controversy or claim arising out of or relating to this Agreement (including for any purported
breach, termination or invalidity), will be settled by arbitration in accordance with the London Court of
International Arbitration Rules (LCIA Rules) in force at the relevant time of such dispute, controversy or
claim. The arbitration will be administered by the London Court of International Arbitration (LCIA). The
appointing authority is LCIA. The number of arbitrators is one. The place of arbitration will be London,
England. English will be the language used in the arbitral proceedings.
27 Governing law
This Agreement is governed by the laws of Saint Vincent and the Grenadines and each party irrevocably
and unconditionally submits to the non-exclusive jurisdiction of courts exercising jurisdiction there.
28 Illegality
If any provision or term of this Agreement becomes or is declared illegal, invalid or unenforceable for any
reason whatsoever including, but without limitation, by reason of the provisions of any legislation or other
provisions having the force of law or by reason of any decision of any Court or other body or authority
having jurisdiction over the parties of this Agreement, then such terms or provisions are severed from this
Agreement and deemed to be deleted from this Agreement. The remainder of the provisions continue in
full force and effect provided always that if any such deletion substantially affects or alters the commercial
basis of this Agreement the parties will negotiate in good faith to amend the modify the provisions and
terms of this Agreement as necessary or desirable in the circumstances.
29 Counterparts
If required, this Agreement may be executed in any number of counterparts. All counterparts together will
constitute one instrument.
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