Broker Dealer Selling Agreement for Canada

Broker Dealer Selling Agreement Template for Canada

A comprehensive agreement governed by Canadian federal and provincial securities laws that establishes the relationship between a broker-dealer and a product issuer/sponsor for the distribution of financial products. The agreement ensures compliance with Canadian securities regulations, including IIROC requirements, and covers essential aspects such as licensing, compliance obligations, compensation structures, reporting requirements, and risk management. It addresses both federal requirements and provincial securities regulations, incorporating necessary provisions for anti-money laundering compliance and privacy protection under Canadian law.

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What is a Broker Dealer Selling Agreement?

The Broker Dealer Selling Agreement is a critical document used in the Canadian financial services industry to establish and govern the relationship between broker-dealers and product issuers/sponsors for the distribution of financial products and securities. This agreement is essential when a product issuer wants to engage a broker-dealer to sell their financial products in compliance with Canadian securities laws. It must address requirements from multiple regulatory bodies, including provincial securities regulators and IIROC, while covering crucial operational aspects such as compensation, compliance procedures, and risk management. The agreement needs to be structured to accommodate both federal regulations and provincial securities laws, making it particularly important for firms operating across multiple Canadian jurisdictions. It includes specific provisions for regulatory compliance, operational procedures, reporting requirements, and risk allocation between parties.

What sections should be included in a Broker Dealer Selling Agreement?

1. Parties: Identifies the contracting parties - typically the broker-dealer and the product issuer/sponsor

2. Background: Explains the context and purpose of the agreement, including relevant regulatory status of parties

3. Definitions: Defines key terms used throughout the agreement, including regulatory and industry-specific terminology

4. Appointment and Authority: Establishes the broker-dealer's appointment and scope of authority to sell products

5. Regulatory Compliance: Details compliance obligations under applicable securities laws and IIROC requirements

6. Registration and Licensing: Specifies requirements for maintaining necessary registrations and licenses

7. Sales Practices and Procedures: Outlines approved sales methods, marketing materials, and customer interaction protocols

8. Compensation: Details commission structures, payment terms, and any special compensation arrangements

9. Books and Records: Specifies record-keeping requirements and access rights

10. Confidentiality: Addresses handling of confidential information and client data protection

11. Representations and Warranties: Contains standard and specific representations from both parties

12. Indemnification: Details mutual indemnification obligations and procedures

13. Term and Termination: Specifies agreement duration and termination provisions

14. Dispute Resolution: Outlines process for resolving disputes between parties

15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and amendments

What sections are optional to include in a Broker Dealer Selling Agreement?

1. Anti-Money Laundering Compliance: Detailed AML obligations when the broker-dealer handles client funds directly

2. Marketing and Advertising: Specific requirements for marketing materials when broker-dealer creates their own materials

3. Technology and Systems: Requirements for electronic trading systems and technology integration if applicable

4. Privacy and Data Protection: Enhanced privacy provisions when dealing with retail clients or cross-border data transfers

5. Training Requirements: Specific training obligations for complex products or specialized markets

6. Insurance Requirements: Additional insurance obligations beyond standard coverage

7. Business Continuity: Detailed business continuity requirements for critical service relationships

8. Exclusivity Provisions: Terms regarding exclusive dealing arrangements if applicable

What schedules should be included in a Broker Dealer Selling Agreement?

1. Schedule A - Products and Services: Detailed list of approved products and services covered by the agreement

2. Schedule B - Commission Schedule: Detailed compensation rates and calculations

3. Schedule C - Operating Procedures: Day-to-day operational procedures and requirements

4. Schedule D - Required Reports: List and formats of required regulatory and business reports

5. Schedule E - Approved Territories: Geographical areas where broker-dealer is authorized to sell

6. Schedule F - Key Contacts: List of key personnel and contact information

7. Appendix 1 - Compliance Procedures: Detailed compliance requirements and procedures

8. Appendix 2 - Due Diligence Requirements: Specific due diligence procedures and documentation requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Broker Agreement

Cost

Free to use

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