This is a legal contract between FXCL Corp., (hereinafter referred to as FXCL) a corporation organized under the laws of Belize, its successors and assigns, and the party (or parties) executing this document. In consideration of FXCL agreeing to provide to Clients introduced by Introducing Broker (hereinafter referred to as Introduced Clients) services in connection with the purchase and sale of foreign exchange contracts, IB agrees as follows:

FXCL assumes no liability for any representations made by IB in the course of marketing FXCL’s services. The following agreement does not constitute an agency agreement between FXCL and IB, and IB is not authorized to act on behalf of FXCL.

1. The Responsibility of the Introducing Broker
   The Introducing Broker may refer/introduce any party to FXCL for the purpose of enabling that party to trade foreign exchange contract through the electronic platform provided by FXCL. IB is responsible for being fully versed in all available FXCL forms, documents, procedures, and practices, in order to be an informative and helpful resource for Introduced Clients. IB acknowledges it will comply with all current and prospective rules and regulations promulgated by all relevant regulatory bodies.
2. PROOF OF REFERRAL
   IB shall use documentation, terms and conditions provided by FXCL when introducing clients to FXCL that open accounts with FXCL. Evidence of that a Client has been referred by the IB shall be provided by the client in the following way: the IB’s name must be present in the “Referral Information” section of the Clients’ account application. Documents prepared specifically for the IB shall have this field automatically filled in, however, clients using non-IB-specific documents must fill this field in themselves. Failure to do so shall cause such Clients to be registered without an IB.
3. DISCLOSURE TO CLIENTS
   IB shall disclose to Clients that they are an IB of FXCL, and not, in fact, employed by or affiliated with FXCL. IB and IB’s employees shall make no attempt to deceive or confuse Clients into thinking that they are employed by or affiliated with FXCL. IB shall disclose to clients that IB is compensated by FXCL for its referral of Introduced Clients based on Introduced Clients’ volume of trading activity. If IB is compensated by additional commission on Introduced Clients’ accounts, Introduced Clients must be clearly notified of this as well, and must consent to the commission by placing their signature upon the Referral Addendum document describing such commission. IB must also inform clients that third-party deposits are not allowed. All of the above disclosures must be announced to clients at least, but not limited to, through placing prominent disclosures upon the IB’s website and account opening documentation. FXCL may, in its absolute discretion, accept or decline Introduced Client's application to open a live trading account with FXCL. The IB shall be notified by FXCL, whether or not the application was approved or declined, within 5 business days of receipt of the application.
4. ADHERENCE TO CODE OF CONDUCT
   IB shall strictly adhere to FXCL’s code of conduct and ethical standards, making only honest and accurate representations about foreign exchange services offered by FXCL.
5. TERMINATION
   Under normal circumstances, termination of this Agreement may be initiated by either party, by giving one (1) day written notice to the other. Any commissions earned by IB’s Introduced Clients will continue to be paid to IB until the end of the current month. However, in the case of IB’s misrepresentation of this Agreement, of FXCL’s business, or of spot foreign currency trading to any party, including, but not limited to misrepresentation of IB as a primary broker or market maker, member of a regulatory agency, employee or representative of FXCL, claims of endorsement by any regulatory agency, fraudulent claims to guaranteed returns from spot foreign currency trading, false representation as to success in trading foreign currencies or as to returns that may be earned, or any other misstatement about FXCL or the spot foreign currency business, FXCL, at its sole discretion, may terminate this Agreement, including all benefits to be earned by IB under this Agreement, without prior notice. In the case of termination due to aforementioned violations, IB shall be notified within 5 business days, and any commission earned for that month shall be forfeit.
6. SUB-IB
   IB may sign up an unlimited number of sub-IBs, with whom IB will share IB's own commission revenue for trading volume generated for Introduced Clients referred by these sub-IBs. Sub-IBs shall not sign up a separate Agreements with FXCL, but still shall adhere to FXCL's regulations and policies under the direct management of their Master IB. Sub-IBs shall be compensated by their Master IB directly, with funds subtracted from IB's compensation, according to a separate Sub-IB's agreement with their Master IB. FXCL bears no responsibility for providing such agreement between a Master IB and his Sub-IBs or for monitoring its execution and its fairness but reserve the right to sign up a Sub-IB directly as an IB if they express such desire, for any reason - unless an IB received exclusivity for their city (see. p. 18).
7. COMPENSATION
   FXCL shall compensate IB for trading volume generated by Introduced Clients referred by IB, as per the “IB Compensation Schedule” section of this Agreement. The compensation schedule may be changed by FXCL at its sole discretion, after providing IB with at least one (1) day’s written notice. IB shall remain eligible to receive commission generated by trading volume of Introduced Client referred by IB, except in the event of termination of this agreement by FXCL for IB's breach of the provisions of this Agreement. IB understands that FXCL reserves the right to cease commission payments if, at its sole discretion, if FXCL determines that IB is not adhering to the provisions of this Agreement or to the ethical business conduct and overall business performance that FXCL expects of its IBs. Furthermore, IB understands that FXCL, at its sole discretion, may deny compensation for trades generated by Introduced Clients which fall under the definition of “Scalpers” (see the section on Scalping). IB may receive compensation only for its own Introduced Clients, not for Introduced Clients of any other IB. FXCL shall not be responsible for taxes of any kind levied by any federal, state, county, or city governments assessed against IB resulting from or arising under this Agreement.
8. MINIMAL IB ACTIVITY
   In order to be considered an Active IB, IB must refer at least three (3) different Introduced Clients who are approved and funds their trading accounts.
9. SELF-COMPENSATION
   Self-compensation refers to IB earning commission for volume generated by IB’s own private trading account. IB may hold one or more private trading accounts which are eligible for self-compensation, but will only begin earning commission for the IB after five (5) Introduced Clients are referred to FXCL, are approved to open trading accounts, and fund their trading accounts with FXCL.
10. WITHDRAWING COMPENSATION
    The trading platform used by FXCL is equipped with a reporting functionality which allows IBs to generate reports of trading volume generated by their Introduced Clients, as well as amount of commission owed to IB by FXCL. Ibs may withdraw compensation for prior months by providing FXCL with a completed and signed “IB Compensation Withdrawal Invoice” form, via email, fax, or postal mail, within the first 15 business days of the current month, claiming the amount indicated in the generated reports, for days up and including the last day of the previous month. FXCL shall provide compensation via a Check made out to the IB’s legal name, or as a Wire Transfer to the IB’s bank account, on or before the last day of the current month. Claims sent in after the first 15 business days of the current month shall not be accepted, Only FXCL’s standardized “IB Compensation Withdrawal Invoice” form will be accepted.
11. COMPENSATION DISPUTES
    If IB wishes to dispute the number of trades or compensation due indicated in the trading platform’s reports for the previous months, IB may do so within the first 15 business days of the current month. Failure of IB to notify FXCL of its disagreement with the information provided by the trading platform within this allotted time period shall constitute conclusive evidence of IB’s acceptance of such information. After the first 15 days of the current month, IB’s disputes for prior months shall not be accepted.
12. SCALPING
    FX Clearing allows scalping with no penalties or conditions, except in specific cases deemed to be detrimental to the brokerage operations of FX Clearing. In such cases, one or all the following conditions may apply: - Higher spread may apply. - Lower leverage may apply. - A commission may apply.
13. PROPRIETARY INFORMATION
    IB shall have no right, claim, or ownership interest in the proprietary information of FXCL. IB specifically acknowledges that the information imparted by FXCL to IB is confidential to FXCL and has been developed by FXCL through the expenditure of substantial skill, time, effort and money. IB will not publish, distribute, or otherwise make available to third parties any information derived from or relating to any copyright, trademark, trade secret or other intellectual property rights belonging to FXCL without the prior written approval of FXCL. IB will not copy, modify, de-compile, reverse engineer, or make derivative works of the above material or intellectual property.
14. PROMOTIONAL MATERIALS
    IB agrees to submit to FXCL copies of all printed, electronic, and other forms of promotional and marketing material at least ten (10) business days prior to its use by IB. FXCL reserves the right to veto the use of this material if FXCL deems that the material may be misleading or falsifying the truth about currency forex trading or otherwise misinforms the Introduced Client about the financial risk of leveraged trading in currencies. If IB runs or operates a website(s) for the purpose of acquiring Introduced Clients for FXCL, IB agrees to be liable for the information posted on its website and agrees to list the sites' URL's hereafter. IB agrees to provide FXCL with timely information about additions to or changes in Website content. IB will provide FXCL with the URL of any new Websites it may launch.
15. HIGH PRESSURE SALES TACTICS
    IB is prohibited from employing high-pressure sales tactics against clients referred to FXCL. IB acknowledges that IB's Introduced Clients are Clients of FXCL and that FXCL has the right to contact IB's Introduced Clients as it would any other of its Clients; and specifically to verify that no misrepresentations or any other improprieties have been employed in encouraging the Introduced Client to open an account or to trade with FXCL.
16. TERM
    The term of this Agreement shall be for a period of two months commencing on the date of this Agreement and will be automatically extended until further notification. In the event of termination of this Agreement for any reason, IB shall promptly destroy all of the information and materials IB obtained or received from FXCL as a result of the relationship created by virtue of this Agreement, or return them to FXCL if requested to do so.
17. AMENDMENT
    This Agreement may be amended at any time by FXCL, providing IB with at least one (1) week's notice. This Agreement shall be interpreted under the laws of Belize without regard for its conflicts of laws and principles. Venue for any dispute between the parties hereto shall be limited to the courts found in Belize City, Beliz, and each of the parties hereto hereby consents to jurisdiction over it in those courts as to any dispute under this Agreement.
18. TERMS OF EXCLUSIVITY
    An IB is eligible to receive exclusivity for their city (there could be up to 3 exclusive IBs for a city depending on the city's population) if they bring at least 150 new customers (not accounts from the same customers) during the first 6 months. In such case an IB will receive all clients coming from their city for the next 6 month, if they continue bringing the same amount of new clients as before. FXCL has the right to withhold such Exclusivity at any time, if an IB doesn't comply with minimum requirements.

IB COMPENSATION SCHEDULE

The following table describes the base compensation schedule you will receive. Please see below for explanation of how to calculate monthly compensation.

Nano-Cents Account	ECN Pro Account	Micro-Cents Account	Mini Account
40% of the spread – up to 3 pip per lot

COMPENSATION RULES:

IB commission is paid for non-scaling trades earning or losing the following number of pips or more:
EURUSD, GBPUSD, USDJPY, USDCHF – at least 7 pips
AUDUSD,USDCAD,EURCHF – at least 9 pips
EURJPY,CHFJPY,NZDUSD - at least 12 pips
EURGBP,CADJPY,GBPCHF,CADCHF,EURAUD,EURCAD,GBPJPY,AUDJPY,AUDCHF,NZDCAD,
NZDCHF,EURNZD,GBPAUD,AUDNZD,NZDJPY,GBPCAD,GBPNZD – at least 15 pips
EURPLN,USDPLN - at least 37 pip