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SERVICE AGREEMENT for Managed Account Services
between ADBICO:ADVANCED BIOLOGICAL COMPUTING and GAIN Capital Group, LLC
SERVICE PROVIDER GAIN Capital Group, LLC (GAIN)
550 Hills Drive, Suite 210
Bedminster, NJ 07921
(908) 731 0700
ACCOUNT CONTACT;ADBICO
COMPANY INFORMATION Adbico:Advanced Biological Computing
2995 Woodside Rd., Ste.200
Woodside, California, 94062-0607
United States
AGREEMENT OBJECTIVE GAIN Capital (밎AIN? will provide ADBICO:ADVANCED
BIOLOGICAL COMPUTING a Master Account (밠aster Account?
through which ADBICO:ADVANCED BIOLOGICAL COMPUTING will
execute foreign exchange trades on behalf of its managed client
accounts (밒ndividual Accounts?.
DOCUMENTATION ADBICO:ADVANCED BIOLOGICAL COMPUTING will ensure that
each Individual Account duly executes GAIN account documents,
including GAIN뭩 Power of Attorney. ADBICO:ADVANCED
BIOLOGICAL COMPUTING will duly execute a Services Agreement
with GAIN, including a Managed Account List of Individual
Account Assets to be included in the Master Account, and a
Managed Account Fee Deduction Authorization if the Account
Manager instructs GAIN to pay Account Manager Fees out of
Individual Accounts.
AGREEMENT DATE October, 2008
EXPIRATION The Expiration Date will be one year after both parties duly
execute this Agreement. In the event of termination for any
reason, ADBICO:ADVANCED BIOLOGICAL COMPUTING shall
promptly destroy all of the information and materials supplied by
GAIN since the negotiation and commencement of this
Agreement, or any parts thereof, that may then be in its
possession in any form and in any medium.
MASTER ACCOUNT GAIN will provide ADBICO:ADVANCED BIOLOGICAL COMPUTING
a live Master Account through which ADBICO:ADVANCED
BIOLOGICAL COMPUTING will execute online trades and through
which GAIN will enter telephone trades according to Account
Manager뭩 instructions. This account will reflect the net asset
value and position of all Individual Account assets under
management. GAIN Capital reserves the right to exclude
individual clients?funds from being traded in the master account.
CONTROL ACCOUNT Upon receipt of a completed and executed GAIN Capital Customer
Application in the name of ADBICO:ADVANCED BIOLOGICAL
COMPUTING GAIN will establish a Control Account in
Adbico:Advanced Biological Computing name to hold funds, if
any, resulting from a Master Account P&L Sweep, commissions,
fees or other applicable credits. Funds are held in
Adbico:Advanced Biological Computing몊 Control Account until
GAIN Capital receives a withdrawal request. All withdrawal
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requests must be in writing and submitted to GAIN Capital.
Withdrawal requests are normally processed within two (2)
business days of receipt.
INDIVIDUAL ACCOUNTS GAIN will establish an Individual Account for each of your Clients.
GAIN will provide Clients with online access to their account,
whereby Client may monitor unrealized and realized profits &
losses and account balances, and generate monthly account
statements.
All Clients of Account Manager are required to complete, sign and
submit GAIN Capital뭩 Managed Account Authorization - Limited
Power of Attorney. Account Manager will not be allowed access to
any client funds for which GAIN Capital does not have completely
executed account documentation, including the aforementioned
Power of Attorney.
ACCOUNT FUNDING
NEW ACCOUNTS New Client funds received will be immediately posted to the
individual뭩 sub account. Funds are transferred to the Master
Account only after all existing open positions are closed. In order
to start trading new Client funds, Account Manager must close all
open positions. In this case, Account Manager may request that
GAIN Capital close all open positions, and then reopen the position
at the same price (with no bid/offer spread). This close out will be
reflected as a realized P/L in all Client accounts. No commission or
pips may be charged by Account manager for this trade. If open
positions are not closed by the Account Manager within 2 business
days of receiving new Client funds, GAIN has the right but not
obligation to automatically close all open positions as described
above. This allows the new Client funds to be allocated towards
all future trades.
ACCOUNT FUNDING
EXISTING ACCOUNTS All Client deposits to existing accounts are posted immediately to
the Master account; however, allocation remains the same on all
open positions. All NEW trades and/or reopened positions (as
described above) will reflect the additional funds.
ACCOUNT WITHDRAWALS All withdrawal requests must be submitted in writing. All Client
withdrawals are reflected in the Individual Account and Master
Account within 24 hours during normal business hours, as long as
no open positions exist in the Master. However, if open positions
continue to exist in the Master account after a request for an
Individual Account withdrawal occurs, then GAIN has the right but
not the obligation to close the open position(s) within TWO
business days and Client funds will be withdrawn as requested.
Allocations will be adjusted accordingly using the newly
established BASE RATE and the position size will be reduced
commensurate with the amount of the sub account withdrawal.
ACCOUNT MANAGER FEES ADBICO:ADVANCED BIOLOGICAL COMPUTING may, in its sole
discretion, instruct GAIN to levy fees or charges against the
Individual Accounts for Adbico:Advanced Biological Computing
account management service. ADBICO:ADVANCED BIOLOGICAL
COMPUTING will confirm to GAIN the amount of these fees, if any,
for each Individual Account and GAIN will deduct these fees from
the Individual Accounts and credit them to Adbico:Advanced
Biological Computing Control Account. The ability to charge these
fees MUST be fully disclosed to ALL clients.
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INSUFFICIENT FUNDS If GAIN determines there are insufficient funds to cover
commissions and/or fees, if any, when due, GAIN may, in its sole
discretion, halt trading until it and ADBICO:ADVANCED
BIOLOGICAL COMPUTING resolve the insufficient funds status. In
addition, commissions and/or fees will be forfeited by the account
manager if they are used as collateral against open position and
subsequently lost on a realized p/l basis.
COMMUNICATION METHOD GAIN will provide ADBICO:ADVANCED BIOLOGICAL COMPUTING a
platform to communicate to GAIN the account split percentages
and any fees and/or commissions agreed on between
ADBICO:ADVANCED BIOLOGICAL COMPUTING and Individual
Accounts.
ALLOWABLE SPLITS Each trade allocation may be in whole or fractional percentage
numbers totaling 100%
NEW CLIENT FUNDS All new or additional client funds may be added to an existing
Master Account as the new accounts are funded and GAIN receives
the proper documentation.
MASTER ACCOUNT P&L SWEEP On a weekly basis, GAIN will sweep out of the Master Account all
funds in excess of the sum of the Individual Accounts assets plus
realized gains and losses. GAIN will credit these funds, if any, into
a Control Account in the name of ADBICO:ADVANCED BIOLOGICAL
COMPUTING may withdraw these Control Account funds by check,
wire transfer or transfer to another GAIN account.
ADBICO:ADVANCED BIOLOGICAL COMPUTING must give GAIN
notice of withdrawal in accordance with the transfer method of
choice, generally five business days for a check, three business
days for a wire transfer and one day for account transfer.
ADBICO:ADVANCED BIOLOGICAL COMPUTING will pay all fees, if
any, levied by the financial institution executing such withdrawal.
ACCOUNT ACTIVATION GAIN will activate the Master Account as a live trading account;ADBICO:ADVANCED BIOLOGICAL COMPUTING will not be able to
trade Individual Accounts but will be able to view positions. GAIN
will ensure Master Account position accuracy and will maintain
alternate system backups to Individual Accounts.
REPORTS GAIN will allow ADBICO:ADVANCED BIOLOGICAL COMPUTING to
run both Master Account and Individual Account reports as
required.
TAXES AND OTHER COSTS GAIN shall not be responsible for taxes of any kind, nature or
description (such as income, sales, use and personal property
taxes) levied by any federal, state, county, or city governments
that are assessed against ADBICO:ADVANCED BIOLOGICAL
COMPUTING resulting from this Agreement; provided, however,
GAIN shall be solely responsible for any and all income, franchise,
gross receipts, and like taxes and occupancy, real estate and like
taxes levied by any such governments that are assessed or
imposed on GAIN for its activities or facilities under this
Agreement.
REPRESENTATIONS AND
WARRANTIES GAIN and ADBICO:ADVANCED BIOLOGICAL COMPUTING each
represent and warrant that: (i) they are duly organized and validly
existing under the applicable laws of the jurisdiction of their
organization; (ii) execution and delivery of this Agreement and all
contracts and other transactions contemplated hereunder and
performance of all obligations contemplated under this Agreement
and all contracts and other transactions contemplated hereunder
have been duly authorized by their respective organizations; and
(iii) each person executing and delivering this Agreement and all
contracts and other transactions contemplated hereunder for or on
behalf of GAIN and ADBICO:ADVANCED BIOLOGICAL COMPUTING
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and performing the obligations contemplated under this
Agreement has been duly authorized by their respective
organizations to do so; (iv) execution and delivery by
ADBICO:ADVANCED BIOLOGICAL COMPUTING and GAIN of this
Agreement and all contracts and other transactions contemplated
hereunder, and performance of all of Adbico:Advanced Biological
Computing and GAIN뭩 obligations contemplated under this
Agreement and any contract and other transaction contemplated
hereunder, will not violate any statute, rule, regulation, ordinance,
charter, by-law or policy applicable to said organizations.
RIGHTS AND RESPONSIBILITIES This Agreement is a non-exclusive arrangement with respect to
GAIN Services. GAIN does not authorize ADBICO:ADVANCED
BIOLOGICAL COMPUTING to make any representations concerning
GAIN or the services to be provided by GAIN hereunder. All
copyright, trademark, trade secret and other intellectual property
rights in the GAIN trading system shall remain at all times the sole
and exclusive property of GAIN. ADBICO:ADVANCED BIOLOGICAL
COMPUTING shall have no right or interest in the trading system.
ADBICO:ADVANCED BIOLOGICAL COMPUTING acknowledges that
the trading system is confidential to GAIN and has been developed
through the expenditure of substantial skill, time, effort and
money. ADBICO:ADVANCED BIOLOGICAL COMPUTING will not
publish, distribute, or otherwise make information available to
third parties any information derived from or relating to the
trading system without GAIN뭩 prior written approval.
ADBICO:ADVANCED BIOLOGICAL COMPUTING will not copy,
modify, de-compile, reverse engineer, or make derivative works of
the trading system or in the manner in which it operates.
ADBICO:ADVANCED BIOLOGICAL COMPUTING agrees to comply
with all Commodity Futures Trading Commission (CFTC)
regulations and National Futures Association (NFA) compliance
rules including, but not limited to, solicitation and sales practices,
trading performance statements, risk disclosure, communications
with the public, and the use of promotional materials,
ARBITRATION This Agreement is governed by, and shall be construed in
accordance with the laws of the State of New York, United States
of America without giving effect to any conflict of laws doctrine
that would interfere with or prevent the application of this
provision. With respect to any suit, action or proceeding
(밣roceeding? relating to this Agreement, Adbico:Advanced
Biological Computing irrevocably (i) submits to the exclusive
jurisdiction of the State and federal courts located in the Borough
of Manhattan, State of New York; (ii) agrees to service of process
in any legal proceeding by sending copies thereof by registered or
certified mail, if practicable (postage prepaid) to the other party at
the address set forth in this Agreement; (iii) waives any objection
which it may have at any time to the laying of venue of any
Proceeding brought in any such court, waives any claim that such
Proceeding have been brought in an inconvenient forum; and (iv)
further waives the right to object, with respect to such Proceeding,
that such court does not have jurisdiction over such
party. Alternatively, at the option of either GAIN Capital or
Adbico:Advanced Biological Computing , any proceeding hereunder
may be submitted for arbitration before the American Arbitration
Association at either their New York or New Jersey Office. Voiding
of any clause of this Agreement by a court of competent
jurisdiction shall not void the entire agreement and shall apply
only to the specific clause.
LIMITATION OF LIABILITY Neither party will be liable to the other for any special, indirect,
consequential, punitive or incidental damages arising from a
breach or alleged breach of this Agreement, however caused and
under any theory of liability (including negligence), even if such
party has been advised of the possibility of such damages.
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ADBICO:ADVANCED BIOLOGICAL COMPUTING will indemnify
GAIN against any and all claims initiated by ADBICO:ADVANCED
BIOLOGICAL COMPUTING clients against GAIN related to services
rendered by GAIN in connection with the business activities of
ADBICO:ADVANCED BIOLOGICAL COMPUTING. This
indemnification includes but is not limited to:
Online Trading
GAIN shall not be liable for any claims, losses, damages, costs or
expenses, including attorneys?fees, caused, directly or indirectly,
by any breakdown or failure of any transmission or
communication system or computer facility, whether belonging to
GAIN, any market, or any settlement or clearing system when
ADBICO:ADVANCED BIOLOGICAL COMPUTING trades online (via
Internet).
External Events
GAIN shall not be liable to ADBICO:ADVANCED BIOLOGICAL
COMPUTING clients for any claims, losses, damages, costs or
expenses, including attorneys?fees, caused, directly or indirectly,
by any events, actions or omissions, including, without limitation,
claims, losses, damages, costs or expenses, including attorneys?/P>
fees, resulting from civil unrest, war, insurrection, international
intervention, governmental action (including, without limitation,
exchange controls, forfeitures, nationalizations, devaluations),
natural disasters, acts of God, market conditions, inability to
communicate with any relevant person or any delay, disruption,
failure or malfunction of any transmission or communication
system or computer facility, whether belonging to GAIN,
Customer, any market, or any settlement or clearing system.
NOTICES Any notice to be given under this Agreement to GAIN Capital
from the Money Manager or the Sub Account shall be in writing,
and shall be deemed to have been given, made or sent when
mailed by registered or certified mail, return receipt requested.
Any such notice shall be addressed to the parties at their
addresses set forth above.
ENTIRE AGREEMENT The parties acknowledge that no representations or statements
not contained herein have been made by any of them regarding
any present intention or concerning any term or provision of this
Agreement. The provisions hereof constitute the entire
Agreement between the parties and supersede all prior
Agreements, oral or written and all other considerations between
them relating to the subject matter hereof.
NO ORAL MODIFICATION This Agreement shall not be modified, altered, terminated, or
canceled, except by an instrument in writing signed by all of the
parties hereto.
CHOICE OF LAW This Agreement shall be construed, and the legal relations
between the parties hereto shall be determined, in accordance
with the laws of the State of New York, applicable to agreements
signed and to be wholly performed within the said State. The
remedies available to the parties to enforce this Agreement shall
be cumulative and shall include equitable remedies. The failure
to act upon any breach or default hereunder shall not be deemed
a waiver or approval thereof, nor shall the taking of any remedy
be deemed a waiver of any other remedy available.
TERMINATION If either party is in default of its obligations under this Agreement
and such default continues for thirty (30) days after written
notice is given by the party not in default, such non-defaulting
party may (in additional to all other rights and remedies provided
in this Agreement or by law) terminate this Agreement.
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MISCELLANEOUS This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties hereto.
ADBICO:ADVANCED BIOLOGICAL COMPUTING will not assign this
Agreement without the prior written consent of GAIN.
ADBICO:ADVANCED BIOLOGICAL COMPUTING expressly consents
to the assignment of this Agreement by GAIN to any successors
or purchasers of the whole or any part of its business and
expressly consents to be bound by all terms herein to any such
successors or purchasers. In the event any part of this
Agreement should be held to be invalid by any court or tribunal of
competent jurisdiction, or such court or tribunal should restrain
the compliance with or the enforcement of any part, the
remainder of this Agreement shall not be affected thereby.
CONFIDENTIALITY The terms and conditions of this Agreement are considered
confidential and, as such, should only be discussed between the
two parties involved.
ADBICO:ADVANCED BIOLOGICAL
COMPUTING
GAIN Capital Group, LLC
APPENDIX A
Payment Instructions
Please provide the following information.
Undersigned hereby agrees that all requests to withdrawal funds must be submitted in writing, and will be
processed and remitted by GAIN Capital as instructed here
APPENDIX B
PartnerServices CLICK HERE TO SIGN AND AGREE TO THE FOREX AGREEMENT
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