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[QUADRIGA LOGO] ADDITIONAL SELLING AGENT AGREEMENT

Agency Agreement

[QUADRIGA LOGO] ADDITIONAL SELLING AGENT AGREEMENT | Document Parties: B Quadriga Asset Management, Inc | Superfund, LP You are currently viewing:
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B Quadriga Asset Management, Inc | Superfund, LP

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Title: [QUADRIGA LOGO] ADDITIONAL SELLING AGENT AGREEMENT
Governing Law: New York     Date: 1/21/2005

[QUADRIGA LOGO] ADDITIONAL SELLING AGENT AGREEMENT, Parties: b quadriga asset management  inc , superfund  lp
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Exhibit 1.02

[QUADRIGA LOGO]

ADDITIONAL SELLING AGENT AGREEMENT

Made on _______________, 200__ between:

QUADRIGA ASSET MANAGEMENT INC.

430 PARK AVENUE

SUITE 1501

NEW YORK, NY 10022

and

____________________________

____________________________

____________________________

____________________________

(sometimes hereinafter called the "Additional Selling Agent")

Whereas:

A. Quadriga Capital Management, Inc. ("QCM") is an International

Business Company registered on the 11th day of November, 1999

pursuant to CAP 152 of the 1990 Revised Laws of Grenada Company No.

1102 of 1999 - 2046, and is the general partner of Quadriga

Superfund, L.P., Series A and Series B (the "Partnership").

B. Quadriga Asset Management, Inc. ("QAM") is a registered

Broker/Dealer and NASD Member and has been appointed by the

Partnership as exclusive marketing agent to assist the Partnership

with the solicitation of subscriptions for "Units" (as hereinafter

defined) in the Partnership.

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C. The "Additional Selling Agent" is a Broker/Dealer and NASD member

and is organized in accordance with the laws of the state or

country of its formation.

D. "Units" means units or other participation rights in the

Partnership, which are expressly announced to the Additional

Selling Agent as covered by this Agreement.

Now in consideration of the mutual promises and agreements contained in this

Additional Selling Agent Agreement, including all attached schedules

(collectively, the "Agreement"), and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, it is hereby

agreed as follows:

1. APPOINTMENT OF THE ADDITIONAL SELLING AGENT

1.1 QAM hereby invites the Additional Selling Agent to participate as

an additional selling agent on a non-exclusive, non-transferable

and non-assignable basis to offer for sale Units. The Additional

Selling Agent hereby accepts such invitation and agrees to

participate in such offer for sale on the terms and conditions set

out in this Agreement.

1.2 The Additional Selling Agent warrants that it has obtained all

necessary licenses and authorizations of all applicable authorities

to engage in the activities covered by this Agreement and the

Additional Selling Agent shall immediately inform QAM in writing if

at any time such license or authorization expires or is withdrawn.

Without limiting the foregoing, Additional Selling Agent represents

and warrants that it is registered as a broker-dealer under the

Securities Exchange Act of 1934, as amended and is a member in good

standing of the National Association of Securities Dealers, Inc.

(the "NASD"). The Additional Selling Agent acknowledges its

understanding that it is not entitled to any remuneration or other

compensation hereunder for any period during which it has been

suspended or expelled from membership in the NASD. The Additional

Selling Agent further acknowledges that it shall not be permitted

to receive trailing commission payments for any sales in the

Partnership unless the Additional Selling Agent is registered with

the CFTC and is a member in good standing of the NFA and the NASD.

Notwithstanding the foregoing, if the Additional Selling Agent is

not registered with the CFTC, it may receive additional selling

commissions from QAM as set forth in the attached Schedule I.

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1.3 The Additional Selling Agent agrees to offer, sell and distribute

Units in the above-described public offering only in such states or

territories where it is permitted to offer, sell and distribute

Units.

1.4 The Partnership reserves the right to cancel or refuse or

terminate, in whole or in part, any instruction or application to

subscribe for Units or contract for purchase of any Units. The

Additional Selling Agent agrees that no commission will be due or

owing to the Additional Selling Agent on any transactions, which

are refused or cancelled.

1.5 The Additional Selling Agent shall perform the services hereunder

as an independent contractor and not as an employee of the

Partnership or QAM. Nothing in the Agreement shall constitute or is

deemed to constitute a partnership, joint venture, agency, trust,

formal business organization, separate legal entity or other

association of any kind between the parties hereto. The Additional

Selling Agent shall have no authority to bind or act on behalf of

the Partnership or QAM. Except as specifically provided by this

Agreement, Additional Selling Agent shall not act or represent or

hold itself out as having authority to act as agent or partner of

the Partnership or QAM, or in any way bind or commit the

Partnership or QAM to any obligations. Any such act will create a

separate liability of Additional Selling Agent to any and all third

parties affected as a consequence. The rights, duties, obligations

and liabilities of the parties shall be several and not joint or

collective and each party shall be responsible individually only

for its obligations described by this Agreement.

2. DUTIES OF THE ADDITIONAL SELLING AGENT

2.1 The Additional Selling Agent:

(a) shall not make any representation other than as set out in the

sales documents, offering memorandum, prospectus or similar

documents issued by the Partnership (each a "Disclosure

Document"), or give or make any warranty on behalf of the

Partnership or QAM;

(b) shall observe the terms and conditions relating to the promotion

of the Partnership and to the issuance and sale of the Units

whether contained in the sales documentation issued by the

Partnership or in any directions of QAM provided to the

Additional Selling Agent, or imposed by law or regulations having

the force of law in any country or territory in which the

Additional Selling Agent is promoting the Units or in which any

investor or potential investor

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in the Units is a resident or of which such investor is a citizen

or national and, in particular, but without limitation, the

Additional Selling Agent shall not promote the Units or procure

or seek to procure subscriptions for the Units from any person

(whether an individual, firm or corporation) who is not eligible

by reason of nationality or otherwise, to invest in the Units;

and

(c) acknowledges its responsibility under applicable law to make

every reasonable effort to determine that the purchase of Units

is a suitable and appropriate investment for each person to whom

Additional Selling Agent introduces Units, based on information

provided by such person.

2.2 In connection with its activities under this Agreement, the

Additional Selling Agent shall use only such sales documents and/or

promotional brochures as have been approved by the Partnership or

QAM. QAM shall obtain approval for such sales documents to the

extent legally required by the supervisory authority in any

relevant jurisdiction prior to their use. The Additional Selling

Agent shall not circulate any prospectus, which has been withdrawn

or supplemented.

2.3 The Additional Selling Agent shall have no authority to accept

applications for Units on behalf of the Partnership and shall in no

circumstances have any power to enter into a transaction on behalf

or in any other way to bind the Partnership or QAM.

2.4 The Additional Selling Agent warrants to observe the conduct of

business rules applicable in any state or territory in which the

Additional Selling Agent is promoting the Units or - if applicable

- in which any investor or potential investor in the Units is a

resident or of which such investor is a citizen or national. It is

the Additional Selling Agent's duty to inform investors and

potential investors in a reasonable manner about the Units and

about the risks of investing in them, as presented and disclosed in

the Partnership's Disclosure Documents, and to observe the terms

and conditions relating to the sale and distribution of Units

imposed by law or regulations having the force of law in any

applicable state or territory.

2.5 Additional Selling Agent recognizes and acknowledges that all

rights and goodwill in or to any and all trademarks, trade names

and logos of the Partnership or QAM (each a "Mark") belong solely

and exclusively to the Partnership, QAM and/or their respective

licensors, and that all rights resulting from Additional Selling

Agent's use of any Mark shall inure to the sole and exclusive

benefit of the Partnership, QAM and/or their respective licensors.

Additional Selling Agent's use of a Mark

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shall be in a form and manner satisfactory to QAM (which shall

exercise its commercially reasonable discretion in determining

whether such use is of a satisfactory quality and standard), and in

compliance with any applicable country-of-origin labeling

requirements. Additional Selling Agent's use of any Marks shall be

restricted to and coextensive with the performance of all of

Additional Selling Agent's duties under this Agreement, shall cease

immediately in the event this Agreement is terminated, and shall

not be construed as conferring upon Additional Selling Agent any

right or interest in or to such trademarks, trade names, or logos

or to any registration thereof.

2.6 Additional Selling Agent shall submit all advertising copy and

promotional materials, including but not limited to sales

brochures, newspaper and yellow page advertisements, radio and

television commercials, internet-based web material, to QAM for

approval, in QAM's sole discretion, prior to using the same in

commerce.

3. DUTIES OF QAM

QAM shall support the Additional Selling Agent concerning the offering and

distribution of the Units by providing the Additional Selling Agent with such

sales documents and promotional brochures as have been approved by the

Partnership or QAM, including copies of the prospectus and on a timely basis,

any amendments and supplements thereto, without charge, and providing the

Additional Selling Agent with such current information or modifications

regarding the Partnership or the distribution of Units as is necessary to

promote the Units and comply with the terms of this Agreement.

4. TERRITORY

The Additional Selling Agent is authorized to promote, offer, sell, distribute

and deliver Units only in states in which both the Additional Selling Agent is

properly registered and authorized to do business and in which the Partnership

has registered the offering of Units pursuant to applicable state "blue sky"

laws.

5. COMPENSATION

The remuneration payable to the Additional Selling Agent on transactions in

assets raised in Units is set out in the attached Schedule I. All fees shall be

paid monthly in arrears no later than the 20th calendar day of such subsequent

month according to Schedule I based on the assets raised in Units which the

Additional Selling Agent is credited as having sold. The Partnership shall have

the right, in

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its sole discretion, to evaluate potential purchasers procured by the Additional

Selling Agent, and decline to sell Units to any potential purchaser for any

reason. Nothing in this Agreement shall be construed so as to require any

payment to the Additional Selling Agent for procuring potential purchasers who,

for any reason, do not purchase Units.

6. PREVENTION OF MONEY LAUNDERING

6.1 The Additional Selling Agent shall use due diligence to learn the

essential facts relative to every person or entity for whom orders

for the purchase of Units are effected and shall follow procedures

that are at least equivalent to those required by the USA Patriot

Act and regulations adopted thereunder on prevention of the use of

the financial system for the purposes of money laundering as

amended from time to time. In the event that QAM or the Partnership

requires information or is required by any competent authority to

provide information as to the identity of investors or in the event

that any form of money laundering is suspected, the Additional

Selling Agent agrees to make a full disclosure of such information

to QAM and/or all appropriate authorities. Where the Additional

Selling Agent is a resident in a country, which is a member of the

Financial Action Task Force, such disclosure shall be made to the

extent provided by local law. The Additional Selling Agent will

retain the evidence of verification of identity and records of all

transactions for at least five years following the ending of the

relationship with any person for whom orders for the subscription

of Units have been effected.

6.2 QAM reserves the right to seek and the Additional Selling Agent

agrees to supply to the Partnership and QAM and/or any designated

representative of them, without undue delay, such documentation as

it may request in order to satisfy itself as to the essential facts

relative to the Additional Selling


 
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