Introducing Broker Agreement for Canada

Introducing Broker Agreement Template for Canada

This document establishes a formal relationship between an introducing broker and a carrying broker in the Canadian securities market, governed by Canadian federal and provincial securities laws. It outlines the division of responsibilities, regulatory obligations, service arrangements, and compensation structure between the parties. The agreement ensures compliance with IIROC regulations and provincial securities legislation while defining how client accounts, trading activities, clearing, and settlement services will be managed. It includes provisions for risk management, data protection, and operational procedures specific to the Canadian regulatory environment.

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What is a Introducing Broker Agreement?

The Introducing Broker Agreement is a crucial document used in the Canadian securities industry when a registered investment dealer (introducing broker) wishes to leverage the infrastructure and services of another dealer (carrying broker) to provide trading, clearing, and other broker-dealer services to its clients. This arrangement is common in Canada's securities market, where regulatory requirements and operational costs make it efficient for smaller brokers to partner with larger institutions. The agreement must comply with IIROC rules, provincial securities legislation, and federal regulations including anti-money laundering and privacy laws. It typically covers aspects such as client account management, trading services, clearing and settlement, compliance responsibilities, and revenue sharing arrangements. The document is essential for establishing clear operational procedures and regulatory compliance frameworks while protecting both parties' interests.

What sections should be included in a Introducing Broker Agreement?

1. Parties: Identification of the introducing broker and the carrying broker, including full legal names, addresses, and registration details

2. Background: Context of the agreement, including the purpose of the arrangement and regulatory framework under which it operates

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

4. Scope of Services: Detailed description of services provided by each party, including client account management, trade execution, and back-office functions

5. Regulatory Compliance: Obligations of both parties to comply with applicable securities laws, IIROC rules, and other regulatory requirements

6. Client Relationships: Definition of responsibilities regarding client onboarding, documentation, and ongoing relationship management

7. Compensation and Fees: Structure of commission sharing, fee arrangements, and payment terms

8. Books and Records: Requirements for maintaining books and records, including responsibility for client documentation and transaction records

9. Confidentiality: Provisions regarding the protection of confidential information and client data

10. Risk Management: Procedures for managing trading risks, margin requirements, and client credit limits

11. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

12. Representations and Warranties: Standard representations and warranties from both parties

13. Indemnification: Mutual indemnification provisions and allocation of liability

14. General Provisions: Standard legal provisions including governing law, notices, amendments, and assignment

What sections are optional to include in a Introducing Broker Agreement?

1. Clearing Services: Detailed provisions for clearing services if the carrying broker provides clearing functions

2. Technology Services: Terms regarding trading platforms and technology if specific systems are provided by either party

3. International Operations: Additional provisions for cross-border activities if applicable

4. Marketing and Co-Branding: Terms governing marketing activities and use of brands if parties agree to co-branding

5. Disaster Recovery: Specific provisions for business continuity and disaster recovery if not covered in schedules

6. Training and Support: Terms regarding training and support services if provided by the carrying broker

7. Non-Competition: Restrictions on competitive activities if agreed between parties

What schedules should be included in a Introducing Broker Agreement?

1. Schedule A - Services Description: Detailed description of all services provided by both parties

2. Schedule B - Fee Schedule: Comprehensive breakdown of all fees, commissions, and revenue sharing arrangements

3. Schedule C - Operational Procedures: Detailed procedures for daily operations, including trading, settlement, and reconciliation

4. Schedule D - Compliance Procedures: Specific procedures for ensuring regulatory compliance

5. Schedule E - Service Levels: Service level agreements and performance metrics

6. Schedule F - Required Client Documentation: Templates and requirements for client agreements and forms

7. Schedule G - Technology Specifications: Technical requirements and specifications for systems integration

8. Appendix 1 - Contact Information: Key contacts at both organizations for various functions

9. Appendix 2 - Regulatory Registrations: Details of regulatory registrations and licenses held by both parties

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 | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Broker Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Securities Trading

Investment Banking

Wealth Management

Capital Markets

Financial Technology

Professional Services

Banking

Relevant Teams

Legal

Compliance

Operations

Trading

Risk Management

Client Services

Information Technology

Finance

Business Development

Regulatory Affairs

Relevant Roles

Chief Compliance Officer

Head of Operations

Legal Counsel

Chief Executive Officer

Chief Financial Officer

Head of Trading

Risk Manager

Compliance Manager

Operations Manager

Business Development Director

Relationship Manager

Chief Technology Officer

Head of Client Services

Financial Controller

Regulatory Affairs Director

Industries
Securities Act (Provincial): Provincial securities legislation that governs securities trading, registration requirements for brokers, and investor protection measures. Each province has its own Securities Act, but they are largely harmonized.
National Instrument 31-103: Registration Requirements, Exemptions and Ongoing Registrant Obligations - Sets out the requirements for registration of securities industry professionals and firms, including introducing brokers.
IIROC Dealer Member Rules: Rules set by the Investment Industry Regulatory Organization of Canada governing conduct of member firms, including requirements for introducing/carrying broker arrangements.
Proceeds of Crime (Money Laundering) and Terrorist Financing Act: Federal legislation requiring financial institutions and securities dealers to implement anti-money laundering programs and report suspicious transactions.
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy legislation governing the collection, use, and disclosure of personal information in commercial activities.
Competition Act: Federal legislation governing competition and business practices, relevant for any exclusivity or non-compete provisions in the agreement.
National Instrument 23-102: Use of Client Brokerage Commissions - Regulates soft dollar arrangements and commission sharing between brokers.
Provincial Business Corporations Act: Governs corporate matters and business relationships between entities operating within the province.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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