Partnership Agreement
Exness (SC) LTD (FSA License Number SD025),
9A, CT House, 2nd Floor, Providence, Mahe, Seychelles
www.exness.com | support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

1. General Provisions
2. Definitions
3. Partners’ Rights and Obligations
4. Company’s Rights and Obligations
5. Payment of Partner Commission
6. The Use of Promotional Material
7. Promotion Restrictions
8. Protection of Personal Data
9. Confidentiality
10. Restrictions, Amendments and Termination
11. Indemnity
12. Client Complaints
13. Notices
14. Entire Agreement
15. Partner’s Representations and Warranties
16. Severability
17. Assignment
18. No Waiver
19. Miscellaneous
20. Referral Agent
21. Partner types
22. Language
23. Survival

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

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Partnership Agreement
Version: 2 August 2024/ 019

1. General Provisions
1.1 This Partnership Agreement (hereinafter the “Agreement”) shall define the conditions andprocedures for cooperation between Partners and/or Introducing Brokers (hereinafter the“Partner(s)”)
and Exness (SC) Ltd. (hereinafter the “Company”).

2. Definitions
Account: the unique trading account assigned by the Company to any Client completing the accountopening application procedure and approved by the Company.
Affiliated Entities (“Affiliates”): with respect to the Company shall mean any entity which, directly or
indirectly, controls, is controlled by, or is under common control with the Company. The Company may
publish to the Site(s) the details of its Affiliated Entities which are providing services in relation to any
trading in financial instruments and to which the Partner may introduce clients to.
Agreement: the present Partnership Agreement.
Business Day: shall mean any day other than a Saturday or a Sunday, or the 25th of December, or
the 1st of January or any other international holidays to be announced on the Company’s Site.
Client: any physical person or entity who resides and/or located in the Territory with whom theCompany or any of its Affiliated Entities concluded a Client Agreement.
Client Agreement: an agreement between the Company or any of its Affiliated Entities and the Client forthe provision of services in relation to any trading in financial instruments offered by the Company or
any of its Affiliated Entities.
Company: Exness (SC) Ltd, a company authorized by the Financial Services Authority of Seychelles with
Dealer’s License Number SD025.
Confidential Information: has the meaning given in clause 9.1.
Discloser: means the party disclosing or providing Confidential Information (either directly or throughsuch party’s Representatives) to the Recipient or the Recipient’s Representatives.
Introduced Client: any physical person or entity who resides and/or located in the Territory and has
been introduced by the Partner to the Company and/or to any of its Affiliated Entities through a Partner
Link and with whom the Company and/or any of its Affiliated Entities concluded a Client Agreement.
Investor(s): shall have the meaning given under the Client Agreement.

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

Law(s): means any statute, treaty, ordinance, rule, regulation, directive, decision, circular permit, order,
writ, injunction, judicial decision, decree, code or other legally binding requirement of any regulatory
and/or governmental authority that may be in effect and applicable to the Company and/or its
Affiliated Entities from time to time.
Non–Active Introduced Client: any Introduced Client who resides and/or located in the Territory and has
no activity (trading or deposit in all of their Accounts with the Company or any of its Affiliated Entities) intheir Personal Area with the Company or its Affiliated Entities for a period of ninety (90) days.
Partner: a physical person or entity approved by the Company to introduce Prospective Clients to theCompany and/or to its Affiliated Entities under the terms and conditions of this Agreement.
Partner Account(s): the unique account assigned by the Company to any Partner for the purpose ofreceiving the Partner Commission.
Partner Commission: the amount payable to the Partner subject to clause 5 of the present Agreement.
Partner Link: the unique link provided by the Company to the Partner for identifying the Partner activities
and the Clients introduced to the Company and/or to its Affiliated Entities by the Partner.
Partner Site: the websites and social media sites operated and/or owned by the Partner and/or Referral
Agent for the purpose of introducing Prospective Clients to the Company and/or to its Affiliated Entities.
Personal Area: the Client’s personal space on the Company’s or its Affiliated Entities Site(s).
PM Strategy Provider(s): shall have the meaning given under the Client Agreement.
Portfolio Management: shall have the meaning given under the Client Agreement.
Portfolio Manager(s): shall have the meaning given under the Client Agreement.
Promotional Material: any material provided by the Company and/or its Affiliated Entities to the Partner
and used by the Partner in order to promote any activity related to the Company and/or to its AffiliatedEntities or the Site(s) for the purpose of this Agreement, including but not limited to written texts,
training materials, advertisements, newsletters, logos, banners, promo links etc.
Prospective Client: any physical person or entity who resides and/or located in the Territory and has
been introduced by the Partner to the Company and/or to its Affiliated Entities prior to the conclusion ofa Client Agreement with the Company and/or with its Affiliated Entities.
Recipient: means the party receiving the Confidential Information (either directly or indirectly throughsuch party’s Representatives) from the Discloser or the Discloser’s Representatives.
Referral Agent: a physical person or entity who is connected with and/or appointed by a Partner for
introducing Prospective Clients to the Company and/or to its Affiliated Entities by using the Partner Link

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

of the principal Partner and with whom the Company and/or its Affiliated Entities concluded aPartnership Agreement.
Referral Agent Commission: the amount payable by the Partner to the Referral Agent subject to clause
20.3 of the present Agreement.
Representative(s): means, with respect to a particular party, such party’s (i) Affiliates, (ii) officers,
directors and employees, (iii) attorneys, accountants and financial advisors, and (iv) officers, directors
and employees of such party’s Affiliates, who shall each be legally obligated to observe and performthe obligations of such party and to keep and treat the Discloser’s Confidential Information received
hereunder in a manner consistent with the terms hereof.
Site(s): without limitation shall mean the websites www.exness.com and www.exnessaffiliates.com thatwill be used by the Company to communicate to the Partner from time to time or any such otherwebsite or sub-domain as the Company may maintain from time to time and communicated to thePartner.
Social Trading: shall have the meaning given under the Client Agreement.
Strategy Provider(s): shall have the meaning given under the Client Agreement.
Subpartner: any physical person or entity who has been introduced by the Partner to the Company
and/or to any of its Affiliated Entities through a Partner Link, and with whom the Company and/or its
Affiliated Entities concluded a Partnership Agreement.
Territory means the country or territories prescribed herein and/or those being accepted by theCompany from time to time in its sole discretion (GEO Target).

3. Partners’ Rights and Obligations
3.1 In order for any physical person or entity to become a Partner, the applicant must complete therelevant application procedure. It is up to the Company’s discretion to accept or reject any applicant
as a Partner or request additional information and/or documentation from the applicant for further
review by the Company.
3.2 Upon approval of a Partner application and by acceptance of the present Agreement, the Company
grants to the Partner a non-exclusive, non–transferable right to direct Prospective Clients to the Site
and/or to its Affiliated Entities Sites, if different, subject to the terms and conditions of this Agreement,
and the Company will provide the Partner with a Partner Link linked to the Site(s).
3.3 The Partner gives the Company the non-exclusive, non-transferable right to use the Partner’s name
and/or trademark for free for the duration of this Agreement so that the Company may fulfill its
obligations under this Agreement.

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

3.4 The Partner undertakes the following:
A. To act in good faith and not make any false and/or misleading representations or statements inrelation to the Company and/or its Affiliated Entities or the services provided by the Company
and/or its Affiliated Entities that the Partner knows or ought reasonably to know are likely to prejudiceor to bring into disrepute in any manner the Company’s and/or its Affiliated Entities business or
reputation or that of any of the Company’s and/or Affiliated Entities’ associates;
B. To cooperate with the Company to review complaints by Clients introduced by the Partner;
C. To cooperate with the Company and promptly submit any documentation and/or evidence requiredby the Company in relation to the dealings of the Partner with the Clients, involving the Company in
any way whatsoever;D. Not knowingly do or commit (or permit to be done or committed) any act, matter or thing that thePartner knows or ought reasonably to know is likely to put the Company in breach of any of theprovisions of the Client Agreement between the Company and/or its Affiliated Entities and theClients or the provisions of existing legislation;
E. To cooperate with the Company and promptly submit any information and/or documentation
required by the Company;
F. To perform their obligations under this Agreement and otherwise conduct their business and affairs
in accordance with such professional and ethical standards as are widely regarded as being bestpractice and in accordance with any applicable Laws or regulations. The Partner shall not take any
steps which would cause the Company and/or its Affiliated Entities to fail to observe the standard of
behavior reasonably expected of persons in the Company’s and/or of its Affiliated Entities position
and will comply with all applicable Laws and rules and requirements applicable to the Partner or theCompany and/or its Affiliated Entity and disclose to the Company promptly any complaint,
regulatory investigation, or disciplinary action or any other development that may have a material
impact on the Partner’s ability to provide the services hereunder in accordance with provisions ofexisting legislation;
G. To provide the Company with all necessary information and documents about services rendered
under this Agreement;
H. To notify in writing the Company immediately of any actual or potential contravention of any such
legal or regulatory requirements and the Company is entitled to assume that any necessary
authorisation, license and/or consent remains in effect until the Partner notifies in writing theCompany otherwise;
I. To notify in writing the Company immediately if any actual or proposed judgment, order, ordisciplinary sanction is imposed upon or entered against the Partner or any other action or claim istaken against them (including without limitation any pending litigation), in relation to their activities
under the provisions of existing legislation which has, or may have, in the Company’s reasonable
opinion, a material adverse effect on the Company’s and/or on its Affiliated Entities reputation or
financial standing;
J. To indemnify the Company against any loss or liability suffered by the Company and/or its AffiliatedEntities as a result of the contravention of any legal or regulatory requirements on the part of thePartner or as a result of or related to the actions of the Partner during and after the Termination of
the Agreement; andEXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
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K. To resolve directly with the Perspective Client and/or Introduced Client any disputes and/or
disagreements arise between the Partner and the Perspective Client and/or Introduced Client inaccordance with clauses 15.5. and 15.6.
3.5 The Partner shall not:A. Contact or interact in any way with Prospective Clients and/or Introduced Clients unless the priorspecific consent of the Company is given;
B. Accept money from Prospective Clients and/or Introduced Clients on behalf of or for the benefit of
the Company and/or of its Affiliated Entities or trade on behalf of Introduced Clients;
C. Make changes to any documents including the Company’s and/or its Affiliated Entities legal
documents and/or any Promotional Material;
D. Make any representation or warranty concerning the Company and/or its Affiliated Entities except asauthorized by the Company;
E. In their capacity as Partner, incur any liability on behalf of the Company and/or to its AffiliatedEntities or in any way pledge or offer credit on behalf of the Company and/or on behalf of its
Affiliated Entities or accept or enter into any contract binding upon the Company and/or of its
Affiliated Entities.
3.6 The Partner agrees that in the event of a request by an Introduced Client to be unlinked from a
specific Partner and/or be linked to another Partner the Company and/or its Affiliated Entities reserve
the right, at their sole and absolute discretion to fulfill such request and cease paying any Partner
Commission to the (previously linked) Partner in relation to this Introduced Client.
3.7 The Partner agrees that in the event of a breach of this Agreement the Company reserves the right,
at their sole and absolute discretion to unlink Introduced Clients from a specific Partner and cease
paying any Partner Commission to the (previously linked) Partner in relation to these Introduced
Clients.

4. Company’s Rights and Obligations
4.1 The Company and/or its Affiliated Entities retain the right to refuse registration as a Client to any
Prospective Client introduced by the Partner.
4.2 The Company and/or its Affiliated Entities shall be the sole and exclusive proprietor of any personal
data disclosed and/or related to the Introduced Clients.
4.3 The Company has the right to cancel the payment of a Partner Commission for any Non–Active
Introduced Client and terminate the assignment of such a Non–Active Introduced Client with a specificPartner.
4.4 The Company has the right to change the Territory from time to time at its sole discretion.

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

4.5 The Company and/or its Affiliated Entities have the right to monitor the Partner’s Site and request
the Partner to make amendments as deemed necessary and the Partner is obliged to comply withsuch amendments.
4.6 The Company undertakes to:
A. Fulfill its obligations under this Agreement in good faith;
B. Save information about all Introduced Client transactions, for such period as may be reasonably
required for the purposes of this Agreement;
C. Pay Partner Commission for Introduced Clients, except in the following circumstances:a. When the Client and the Partner are the same person/entity;b. When the Partner acts in breach of the terms of this Agreement;c. When one of the reasons mentioned in term 5.8 below prevails.

5. Payment of Partner Commission
5.1 For the services rendered under this Agreement, the Partner shall be compensated for each tradingtransaction (excluding any credit/bonus generated amount) performed by the Introduced Client
assigned to the Partner.
5.2 The Partner Commission will be calculated for all closed trading transactions either instantly and beavailable within fifteen (15) to thirty (30) minutes or within a twenty-four (24) hour period and will beavailable for withdrawal on a daily basis. The calculation and payment frequency of each Partner
Commission shall be determined by the Company at its sole and absolute discretion.
5.3 Unless otherwise communicated by the Company to the Partner, the Partner Commission fromtrading transactions of Introduced Clients with their own funds is calculated as follows:● Trading instruments under the Standard Cent account with the suffix -c (group of instruments:
Forex_pairs)
Partner Commission = Reward size x Spread in pips x Pip value in USD● Trading instruments under the Standard account with the suffix -m (groups of instruments:
Forex_group, Crypto_group, Energies_group, Indices_group, Stocks_group)
Partner Commission = Reward size x Spread in pips x Pip value in USD● Trading instruments under the Pro account (group of instruments: Forex, Crypto, Energies,
Indices, Stocks, Metals)
Partner Commission = Reward size x Spread in pips x Pip value in USD● Trading instruments under Raw Spread and Zero account types (group of instruments Forex,
Energies, Crypto, Indices, Stocks, Metals)
Partner Commission = number of lots x fixed commission size USD● Trading instruments under Standard Plus account (group of instruments Forex, Energies, Crypto,
Indices, Stocks, Metals)
Partner Commission = number of lots x fixed commission size USD● Trading instruments under Social Standard account types of Investors or Strategy Providers ofSocial Trading service (group of instruments: Forex, Crypto, Metals)

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

Partner Commission = Reward size x Spread in pips x Pip value in USD● Trading instruments under Social Pro account types of Investors or Strategy Providers of Social
Trading service (group of instruments: Forex, Crypto, Metals)
Partner Commission = Reward size x Spread in pips x Pip value in USD● Trading instruments under Pro account types of Investors of Portfolio Management platform(group of instruments: Forex, Energies, Crypto, Indices, Stocks, Metals)
Partner Commission = Reward size x Spread in pips x Pip value in USD● Trading instruments under Social Pro account types of Investors or Strategy Providers of Portfolio
Management platform (group of instruments: Forex, Crypto, Metals)
Partner Commission = Reward size x Spread in pips x Pip value in USD

5.4 In the case that any Introduced Client(s) of the Partner trades with credit/bonus, the above
calculations should be amended as follows. When calculating credits/bonuses for Introduced Clients, acredit coefficient, calculated as follows, is applied to the Partner Commission due to the Partner:
Credit coefficient = (Equity – the Introduced Client’s current credit/bonus) / Equity
Reward Amount = Partner Commission x Credit coefficient
5.5 The Partner Commission is paid out for first level Introduced Clients (introduced by the Partner),
however, the Company may decide on payment to the Partner of Partner Commission for the second
level Introduced Clients (introduced by Subpartners). The second level of Partner Commission is paid
only for the types of financial tools for which the Partner Commission is added from the spread, and notfrom the trading volumes or as the interest rate for the transaction levied by the Company, unlessotherwise determined by the Company in its sole discretion.
5.6 The Company retains the right to reduce the Partner Commission in the event that the cost ofhedging risks associated with one or more Introduced Clients’ transactions increases.
5.7 If there is reasonable suspicion by the Company that auto-referral activity (that is when the Partnergets Partner Commission from trading operations carried out on Accounts by direct or circumstantial
evidence controlled by the Partner; this includes, but is not limited to, use by the Partner and the signed
Client of at least two identical IP addresses) is performed by the Partner, the Partner Сommission size
can be decreased by the Company down to 0%.
5.8 Payment of Partner Commission may be delayed and/or customized and/or not be paid or
annulled/canceled or suspended in the following circumstances:
A. If the Partner Account or any other Account managed or controlled by the Partner or any of theIntroduced Clients assigned to the Partner is considered by the Company at its sole discretion as
suspicious;
B. If the Company determines at its sole discretion that the Partner Commission is derived from activity
related, directly or indirectly, to fraudulent or abusive or illegal or deceptive practices;
C. The Introduced Client performs actions in bad faith for generating Partner Commission;
D. If the Partner Account, any Account maintained in the name of the Partner or attracted Introduced
Client Account is blocked or placed in the archive in a manner required by sections of this

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

Agreement or the “Temporary Block of the Client Account” and “Inactive and Dormant Client
Accounts” of the Client agreement and General Business Terms between the Company and theClient if applicable. The provisions of this clause are applicable to the full period of archiving and/or
blocking of a Partner Account and/or any Account maintained in the name of the Partner orIntroduced Client linked to the Partner;
E. When the rate amount to be paid is less than 0.01 of a unit of currency of the Partner Account;F. The results of the Introduced Client transactions are canceled because they were executed at
non-market quotations;
G. When the Introduced Client's Account balance consists of only credits/bonuses;
H. If the Partner Commision derived from Introduced Clients via Facebook or Instagram or any othersocial media platform or other platforms’ paid advertising.
I. If any of the Introduced Client(s) does not fully comply with its obligations under the Client
Agreement;
J. The Introduced Client is not eligible to be a Client of the Company based on its internal policies andprocedures and/or applicable Laws;
K. The Partner and/or the Introduced Client has failed to satisfy any requests from the Company inrelation to due diligence and/or know your customer (“KYC”) and/or your business (“KYB”) and/or
similar requirements;
L. If the Company determines at its sole discretion that the Partner has breached any provision of thisAgreement and/or performed any actions and/or omissions in violation of Laws and/or regulations;M. Where applicable, the Partner Commission is related to trading made in Portfolio Management or
Social Trading accounts;
N. Where applicable, the Introduced Client trades in account types or instruments that do not generate
Partner Commission.
5.9 When the restrictions are removed from an Introduced Client’s Account, the Partner Commission
payments to the Partner shall resume.
5.10 The percentages and methods of calculation of the Partner Commission may be amended fromtime to time by the Company and the current at the time percentages and methods of calculation
shall be available in the “Reports” section of the Sites and deemed to have effect from the date thatsame are posted, in relation to subsequent transactions.
5.11 The Partner Commission shall be paid to the Partner Account. Any other manner to pay the Partner
Commission must be approved by the Company.
5.12 The Partner undertakes to pay all tax, money transfer fees, currency conversion fees, and othermandatory payments.
5.13 The Company and/or its Affiliated Entities have developed a system to calculate and credit back to
the Clients part of the Partner Commission received by the Partners (“Autorebates System”). The
Autorebates System has tools to calculate and credit part of the Partner Commission back to thecorresponding Client’s account based on the Partner’s instructions and parameters. The Company is
responsible for the correct operation of the Autorebates System. Any payments to Clients processed
through the Autorebates System are irrevocable and the Company bears no responsibility for any

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

actions processed by the Partners via the Autorebates System. Only a limited number of Partners will
have access to the Autorebates System.

6. The Use of Promotional Material
6.1 The Partner shall only use Promotional Material provided and approved by the Company in order toprovide the services provided by the Agreement. Any other material created by the Partner and used
for advertising, including but not limited to creatives, landing pages, domains, emails and more should
be submitted to the Company for prior approval before launching.
6.2 Any Promotional Material that is created and/or provided by the Company and used by the Partneris exclusively owned by the Company and shall not be used by the Partner for any purpose outside thescope of the present Agreement unless the prior written consent of the Company is obtained.
6.3 The Company shall have the right to request from the Partner to refrain from posting thePromotional Material or any part of the Promotional Material to specific jurisdictions, as thosejurisdictions will be communicated by the Company to the Partner. The Parties further agree that theCompany shall at all times retain the right to restrict the extent to which the Partner promotes,
distributes or publishes the Promotional Material and the Partner shall immediately comply with theCompany’s instructions to this respect.

7. Promotion Restrictions
7.1 The Company and/or its Affiliated Entities, own worldwide registered and protected trademarks
including without limitation “Exness” and the “Exness logo”. The Partners acknowledge that they are notallowed to register any kind of business that includes the trademarks of the Company and/or its
Affiliated Entities.
7.2 The Company may give the Partner a revocable, non-exclusive, non-transferable, non-assignable,
non-sub-licensable right to use and display on the Partner’s Site the name, trademark and Promotional
Material for free for the duration of this Agreement so that the Partner may fulfill their obligations under
this Agreement, subject to the following:
A. The Partner shall use the Company’s name, trademark and Promotional Material to advertise theservices provided by the Company and/or its Affiliated Entities on their website solely for the purposeof providing a link from the Partner’s Site to the Site and fulfilling their obligations under thisAgreement;
B. The Partner may not call into question or dispute the Company’s right to its name and trademark;C. The Partner may not perform any actions that may be considered by the Company as damaging
the Company’s business reputation, image or trademark;D. The Partner undertakes to observe the provisions of any applicable legislation and customarybusiness practices regarding the protection of intellectual property rights and to cooperate with theCompany to protect such rights;

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
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E. The Partner undertakes to inform the Company in writing of all instances known to it in which theCompany’s right to its name and trademark are disputed or violated.
7.3 The Partner is not permitted to use the Company’s and/or its Affiliated Entities’ trademark in any
paid search activity, whether this is in ad text, copy or display URLs without prior written approval by theCompany and/or its Affiliated Entities.
7.4 The Partner is not permitted to use the Company’s and/or its Affiliated Entities’ trademark in theirad-copy paid media to advertise on behalf of the Company without the written approval from theCompany and/or its Affiliated Entities.
7.5 The Partner recognizes that the Company holds all rights to the Company's intellectual property andthat all intangible assets related to the Company’s and/or its Affiliated Entities’ name and trademark
and created as a result of the performance of this Agreement or by other means are the property of theCompany.
7.6 The Company may cancel the non-exclusive, non-transferable right to use the Company’s and/or
its Affiliated Entities’ name, trademark and Promotional Material for free at any time, at its absolute
discretion and without the need to provide any reasons for such cancellation.
7.7 The Partner undertakes the following:
A. to post on the Partner Site specific warnings and disclaimers in relation to the provision of thespecific services by the Company and/or its Affiliated Entities;
B. to add all Company’s brand terms as negative keywords in all paid search activities in order toavoid any broad matching issues;
C. to clearly disclose the relationship between the Partner and the Company, including its AffiliatedEntities, if applicable, in any material produced or used by a Partner anywhere, including without
limitation blogs, publications and news sites, disclosing both non-financial and financial
relationships where applicable.
D. To follow and comply with the Company’s advertising guidelines for Partners, as provided to thePartner by the Company from time to time, at the Company’s sole and absolute discretion.
7.8 The Partner (and/or any of its Affiliated Entities) shall not, directly or indirectly:
A. Register or use domains, subdomains, keywords, search terms or other identifiers containing theCompany’s and/or its Affiliated Entities trademark(s) (a part of the Company’s name), theCompany’s trade names, the Company’s name or any words or depictions confusingly similar toany of the aforementioned in any language without the Company’s prior written consent;
B. Bid on or purchase internet placement rights for a similar domain name or any part or similarities
thereof in any manner in any of its advertising and/or promotions, including but not limited to,internet and web advertising;
C. Include a similar domain name or any part thereof, or similar variations, translations or misspellings,
in the meta tags of any web site code. This includes the meta title, meta keywords or meta
description;

EXNESS (SC) LTD (FSA License Number SD025), 9A, CT House, 2nd Floor, Providence, Mahe, Seychelles ⎹ www.exness.com ⎹ support@exness.com

Partnership Agreement
Version: 2 August 2024/ 019

D. Purchase, obtain or use, directly or indirectly, any keywords from third party platforms so as toredirect traffic to the similar domain name;
E. Purchase a similar domain name or any part thereof, or any variations, translations or misspellings
thereof, for use in text links, banner ads, pop-up ads or any other type of ad that could be associatedwith a keyword campaign;
F. Use false advertising or in general false and/or fraudulent methods for attracting new Clients online,
launching the search engine and leading the search engine users astray, including, but not limited
to the use of the Company's Site URL with a Partner Link in the contextual advertising systems,
knowingly falsely redirecting users to a different website on the Internet;
G. Send traffic through automatic redirects on a website page;H. Use ad fraud, including but not limited to impression/click/conversion/data fraud, and fraudulent
traffic sources, including but not limited to botnets/toolbars/click farms/other methods ofautomated/fraudulent traffic such as automated bots and super cookies;
I. The use of questionable traffic sources including but not limited to parked domains, error pages,
juvenile, death & tragedy, sexually suggestive and violent content are not permitted;
J. Publish advertisement-like information on websites which contain or link to websites that violate theLaw, industry standards, ethics, and morality;
K. Publish advertisements with incorrect information about the services offered or with omissions to thenon-disclosure requirements of the risks to the Prospective Client.
L. Use malicious software with pop-up advertisements or advertisement-like mailings to email
addresses without consent to receive said mailings;
M. Purchase keywords with reference to Exness and/or other misspellings of the name on pay-per-click
search engines to drive traffic to Partner’s own website;
N. Purchase trademarks which include the word "Exness" in any language;
O. Bid or appear on misspellings or variations of "Exness" brand searches.
7.9 The Partner undertakes full responsibility of any legal representation and to pay all relevant fees,
costs, expenses and fines in relation to any dispute, claim, action or proceeding relating to theintellectual property rights of the Company and/or its Affiliated Entities arising whatsoever directly or
indirectly out of the Partner’s activities, negligence, willful default or fraud or breach of any of its
obligations under this Agreement.

8. Protection of Personal Data
8.1 The Partner undertakes to observe all provisions of applicable Laws and regulations for theprotection of personal data for the purpose of fulfilling its obligations under this Agreement.
8.2 The Partner undertakes full responsibility to pay any fines and/or compensate the Company and/or
its Affiliated Entities for any losses arising as a result of its violation of the provisions of Law regulating
the protection of personal data indemnify and hold harmless the Company and/or its Affiliated Entities
including their directors, officers, employees, shareholders and owners against any and all claims,
demands, liabilities, losses, damages, judgments, settlements, costs, fines and expenses insofar as
such claims, demands, liabilities, losses, damages, judgments, settlements, costs, fines and expenses

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Partnership Agreement
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arise out of the breach of the present Agreement and/or are based on any claim against the Company
derived by the Partner’s activities, negligence, willful default or fraud or breach of any of its obligations
under this Agreement.

9. Confidentiality
9.1 Confidential Information means all confidential information relating to the service which theDiscloser or its Representatives or any of its affiliated companies, or their Representatives directly or
indirectly discloses, or makes available, to the Recipient or its Representatives or its affiliatedcompanies, or their Representatives, before, on or after the date of this agreement. This includes:(a) the fact that discussions and negotiations are taking place concerning the service and thestatus of those discussions and negotiations;(b) the existence and terms of this agreement;(c) all confidential or proprietary information relating to:(i) the business, affairs, customers, employees, clients, suppliers plans, intentions, or market
opportunities of the Discloser or of any of the Discloser's affiliated companies; and(ii) the operations, processes, product information, know-how, technical information,designs,trade
secrets or software of the Discloser, or of any of the Discloser's affiliated companies;(d) any information, findings, data or analysis derived from Confidential Information;(e) any other information that is identified as being of a confidential or proprietary nature;but excludes any information referred to in clause 9.2.
9.2 Information is not Confidential Information if:(a) it is, or becomes, generally available to the public other than as a direct or indirect result of theinformation being disclosed by the Recipient or its Representatives or by any of the Recipient’s
affiliated companies or their Representatives in breach of this agreement (except that any
compilation of otherwise public information in a form not publicly known shall still be treated as
Confidential Information);(b) it was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser;

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Partnership Agreement
Version: 2 August 2024/ 019(c) it was, is, or becomes available to the Recipient on a non-confidential basis from a person who, to
the Recipient’s knowledge, is not under any confidentiality obligation in respect of that information;(d) it was lawfully in the possession of the Recipient before the information was disclosed by theDiscloser;(e) it is developed by or for the Recipient independently of the information disclosed by the Discloser; or(f) the parties agree in writing that the information is not confidential.
9.3 In return for the Discloser making Confidential Information available to the Recipient, the Recipient
undertakes to the Discloser that it shall:(a)(b)

keep the Confidential Information secret and confidential;
not use or exploit the Confidential Information in any way except for the service;(c)

not directly or indirectly disclose or make available any Confidential Information in whole or inpart to any person, except as expressly permitted by, and in accordance with this agreement; and(d)not copy, reduce to writing or otherwise record the Confidential Information except as strictly

necessary for the service. Any such copies, reductions to writing and records shall be the property of
the Discloser.
The Recipient shall establish and maintain adequate security measures (including any reasonablesecurity measures proposed by the Discloser from time to time) to safeguard the Confidential
Information from unauthorised access or use.
9.4 Disclosure to Representatives(a)
The Recipient may disclose the Confidential Information to its Representatives, any of its
affiliated companies, or their Representatives on the basis that it:(i) informs those Representatives, affiliated companies, or their Representatives of the confidential
nature of the Confidential Information before it is disclosed; and(ii)procures that those Representatives, affiliated companies, or their Representatives comply withthe confidentiality obligations in clause 9.3 as if they were the Recipient.
(b)

The Recipient shall be liable for the actions or omissions of the Representatives, any of its

affiliated companies or their Representatives in relation to the Confidential Information as if they
were the actions or omissions of the Recipient.
9.5 Mandatory Disclosure

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Partnership Agreement
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9.5.1. Subject to the provisions of this clause, a party may disclose Confidential Information to theminimum extent required by:(a) an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar
body or any taxation authority of competent jurisdiction;(b) the rules of any listing authority or stock exchange on which its shares or those of any of its affiliatedcompanies are listed or traded; or(c) the Laws or regulations of any country to which its affairs or those of any of its affiliated companies
are subject.
(i) Before a party discloses any Confidential Information pursuant to clause 9.5 it shall, to the extent
permitted by Law, use all reasonable endeavors to give the other party as much notice of thisdisclosure as possible. Where notice of such disclosure is not prohibited and is given inaccordance with clause 9.5 (i), that party shall take into account the reasonable requests of theother party in relation to the content of this disclosure.
(ii) If a party is unable to inform the other party before Confidential Information is disclosed pursuant
to clause 9.5 it shall, to the extent permitted by Law, inform the other party of the fullcircumstances of the disclosure and the information that has been disclosed as soon asreasonably practicable after such disclosure has been made.
9.6 Return or destruction of Confidential information
9.6.1. If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient shall:(a) destroy or return to the Discloser all documents and materials (and any copies) containing,reflecting, incorporating or based on the Discloser’s Confidential Information;(b) erase all the Discloser's Confidential Information from its computer and communications systems
and devices used by it, or which is stored in electronic form;(c) erase all the Discloser's Confidential Information which is stored in electronic form on systems anddata storage services provided by third parties; and(d) certify in writing to the Discloser that it has complied with the requirements of this clause 9.6.1.
(i)

Nothing in clause 9.6.1. shall require the Recipient to return or destroy any documents andmaterials containing or based on the Discloser's Confidential Information that the Recipient isrequired to retain by applicable Law, or to satisfy the requirements of a regulatory authority or
body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it issubject. The provisions of this agreement shall continue to apply to any documents and materials
retained by the Recipient pursuant to this clause 9.6.1. (i).

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Partnership Agreement
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10. Restrictions, Amendments and Termination
10.1 The Company at its discretion may put restrictions in the operation of the Partner Accounts for anyof the following reasons:A. If there is any suspicion that the Partner is involved in any illegal/fraudulent transactions;
B. If there is a suspicion that the Partner violates any of the conditions of this Agreement or any term of
the Client Agreement between the Company and the Partner as a Client or any other document
concluded between the Partner as a Client with the Company.
In the event that the Partner is also a Client of the Company and any of the aforementioned eventsoccur then the Company may also put restrictions on the operation of any of the Accounts in the nameof the Partner.
10.2 The Company has the right to amend the terms of this Agreement at any time with immediate
effect without giving any prior notice to the Partners.
10.3 The Company may terminate the Agreement and the Partner's status with immediate effect for anyof the following reasons:A. If the Partner violates the conditions of the Agreement;
B. In the event that the Partner is also a Client of the Company and the Partner violates any term of the
Client Agreement between the Company and the Partner as a Client or any other documents
concluded between the Partner as a Client of the Company;
C. If the Company has cause to believe that the Partner is not putting enough effort into promoting theCompany's services;
D. Any of the Introduced Clients engages in doubtful operations and/or in abusive trading and/or is inbreach of the Client Agreement as determined in the Company’s sole and absolute discretion;
E. If the Company has reasons to believe that the Partner committed any illegal acts or omissions
whatsoever; orF. If the Company has reasons to believe that the Partner has performed and/or performs any actions
that may result in damaging the Company’s business reputation, image or trademark; or
G. If the Company suspects that Partner shares any personal data and/or personal information inbreach of the Company's privacy policies and/or this Agreement and/or the personal data sharing
disclaimer.
In the event that the Partner is also a Client of the Company and any of the aforementioned eventsoccur then the Company may also terminate with immediate effect the Client Agreement between the
Company and the Partner as a Client.
10.4 The Company may terminate the Agreement without cause by giving five (5) days written notice tothe Partner.
10.5 Where termination of the Agreement and the Partner's status takes place, the Company shall pay
Partner Commission for all Introduced Clients actually introduced before termination, excluding the
instances directly provided for by this Agreement, until the effective termination date. The Partner shall

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Partnership Agreement
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not be entitled to receive any Partner Commission from any Introduced Clients generated after theeffective termination date.
10.6 Termination of the Partner’s status shall not preclude the Company from subsequently entering
into or maintaining contractual relationships with Introduced Clients introduced by the Partner.
10.7 The Partner shall no longer be allowed to use the Company's name and trademark following thetermination of the Partner’s status and the Partner is obliged to return to the Company any Promotional
Material.
10.8 In the event that, subsequent to the termination date of this Agreement, the Company shall havethe discretionary right to impose a termination handling fee to any Partner Account for the handling of
post-termination Partner Account matters (the "Termination Handling Fee"), as per below:
A. The Termination Handling Fee shall be a lump sum fee of up to ten US Dollars (10.00 USD) or its
equivalent sum (depending on the currency of the Partner Account). The Company reserves the right tochange the limit amount of the lump sum fee at any given time following the termination as theCompany deems necessary;
B. The Termination Handling Fee shall not be imposed if the total available balance in the Partner
Account is more than the Termination Handling Fee. The Company reserves the right to impose a
Termination Handling Fee on any Partner Account within the Partner’s personal area. However, theaggregate sum of Termination Handling Fees across all Partner Accounts shall not surpass thethreshold of ten US Dollars (10.00 USD);
C. The Termination Handling Fee will be implemented if the Partner has failed to withdraw theremaining balance after the lapse of the notice period for the termination of the Agreement (the"Termination Notice");
D. The Company reserves the discretionary right to apply the Termination Handling Fee at any given
time upon termination of the Agreement.

11. Indemnity
11.1 The Partner agrees to indemnify the Company and/or its Affiliated Entities and hold the Company
and/or its Affiliated Entities, directors, officers, authorized representatives, employees and affiliates,
harmless from and against any liability, claims, demands, proceedings, costs, damages, expenses(including legal fees) and penalties/fines whatsoever including but not limited to intellectual property
rights and confidentiality directly or indirectly suffered by them or incurred by them arising out of thePartner’s activities, negligence, willful default or fraud or breach of its obligations under this Agreement
and the Company may deduct any amount to indemnify the Company and/or its Affiliated Entities
from any outstanding Partner Commission.

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Partnership Agreement
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12. Client Complaints
12.1 The Partner will promptly inform the Company by telephone and in writing, of any complaint against
the Company and/or any of its Affiliated Entities Upon Company’s request the Partner shall submit a fulland detailed report with any supporting documents relating to the complaint within five (5) days ofreceiving the complaint.
12.2 The Partner agrees to notify in writing the Company of any written complaint received from any
Introduced Client which relates to any function that the Partner has undertaken and, in the event, thePartner agrees action is necessary, it undertakes to take reasonable steps to amend its procedures toavoid the occurrence of similar complaints in the future.

13. Notices
13.1 For the purposes of this Agreement, “writing” or “written notice” is defined as handwritten or typed
text that is sent or received by email and/or through the Partner’s personal area.
13.2 Any notice hereunder shall be in writing and deemed to have been duly given from the moment theemail is sent to the below email addresses for the Company or to the last email address provided by
the Partner to the Company.
Company: partnership@exness.com

14. Entire Agreement
14.1 This Agreement, together with any documents referred to in it, constitutes the whole agreement
between the parties relating to its subject matter and supersedes any prior drafts, agreements,
undertakings, representations, warranties and arrangements of any nature, whether in writing or oral,
relating to such subject matter.

15. Partner’s Representations and Warranties
15.1 The Partner represents that they should have the full right, power, and authority to enter into and bebound by the terms and conditions of this Agreement and to perform their obligations under thisAgreement, without the approval or consent of any other party.
15.2 The Partner confirms that they should have obtained all necessary authorisations (including,
without limitation, any regulatory or governmental consents, approvals or licenses), if applicable, toenable them to enter into and perform their obligations under this Agreement and they should

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Partnership Agreement
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undertake to maintain such authorisations, and consents during the term of this Agreement. The
Partner undertakes to submit to the Company, prior to commencing operations under the present
Agreement, evidence of all the relevant authorisations, licenses and consents that they should possess.
15.3 The Partner confirms that they should have, prior to execution of this Agreement, fairly disclosed to
the Company all information (including, without limitation, geography of leads, channels, any material
information relating to its regulatory standing and details of any material difficulties previously
encountered by them in the provision to Introduced Clients of such or similar services as thosecontemplated in this Agreement) which may reasonably be considered material towards theCompany’s decision on whether to deal with the Partner and/or any Prospective Client or in
determining the basis on which Company services should be provided.
15.4 The Partner confirms that all information and/or documentation supplied by them to the Company(including, without limitation, information relating to any Prospective Client or Client, geography ofleads, channels) is true, complete and accurate in all material respects and the Partner will advise theCompany forthwith of any material change to the information previously provided. In addition, thePartner undertakes to provide any further information and/or documentation as required by theCompany from time to time.
15.5 The Partner will not disclose the Prospective Client’s and/or Introduced Client’s and/or Client’s
contact or personal information without obtaining explicit consent from the Prospective Client and/or
Introduced Client and/or Client in accordance with relevant legal notice or any other applicable
document, either through the Client's Personal Area or by other means. The Partner confirms that bysharing their contact details with the Prospective Client and/or Introduced Client and/or Client, in theevent the Prospective Client and/or Introduced Client and/or Client communicates with the Partner inan excessive frequency and/or manner and/or nature, such behavior and/or actions of the Prospective
Client and/or Introduced Client and/or Client are neither directed and/or initiated by the Company. The
Partner understands and agrees that the Company shall not intervene in any communication between
the Partner and the Prospective Client and/or Introduced Client and/or Client and/nor resolve any
discrepancies in regard to such behavior, as per clause 15.6 of this Agreement.
15.6 The Partner confirms that any disputes and/or disagreements between the Partner and theProspective Client and/or Introduced Client and/or Client shall be resolved directly between the Partner
and the Prospective Client and/or Introduced Client and/or Client and that the Company shall not
mediate any disputes and/or disagreements, as all interactions occur independently of the Company’s
internal environment.

16. Severability
16.1 Should any part of this Agreement be held by any court of competent jurisdiction to be
unenforceable or illegal or contravene any rule, regulation or by Law of any market or regulator, thatpart shall be deemed to have been excluded from this Agreement from the beginning, and thisAgreement shall be interpreted and enforced as though the provision had never been included and the

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Partnership Agreement
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legality or enforceability of the remaining provisions of the Agreement or the legality, validity or
enforceability of this provision in accordance with the Law and/or regulation of any other jurisdiction,
shall not be affected.

17. Assignment
17.1 The Company may at any time assign to a third party any or all of its rights, benefits or obligations
under this Agreement or the performance of the entire Agreement subject to providing at least five (5)Business Days prior written notice to the Partner. This may be done, without limitation, in the event ofmerger or acquisition of the Company with a third party, reorganization of the Company, upcoming
winding up of the Company, or sale or transfer of all or part of the business or the assets of theCompany to a third party. It is agreed and understood that in the event of transfer, assignment or
novation as described in the present clause, the Company shall have the right to disclose and/ortransfer all Partner related information (including without limitation personal data, recording,correspondence, due diligence and identification documents, files and records etc) transfer the Partner
Account and any money maintained in such Partner Account. The Partner may not transfer, assign,
charge, novate or otherwise transfer or purport to do so the Partner’s rights or obligations under the
Agreement without prior written consent of the Company.

18. No Waiver
18.1 No failure to exercise, nor any delay in the exercise, by either party to this Agreement of any right,
power, privilege or remedy under this Agreement shall impair, or operate as a waiver of such right,
power, privilege or remedy.

19. Miscellaneous
19.1 Nothing in this Agreement is intended to, or shall be deemed to establish any partnership or joint
venture between the Company and the Partner, constitute either the Company or the Partner an agentof each other or of any other third pay, nor authorize the Partner to make or enter into any
commitments for and on behalf of the Company.
19.2 In the event of any dispute between the Partner and any Prospective Client and/or Introduced
Client and/or Client or in the event of suspicion by the Company of any fraudulent or illegal activities
involving the Partner the Company retains the right to block any amount of money in any of the Partner
Accounts or any of the Accounts maintained in the name of the Partner as a Client with the Company.
19.3 All rights and remedies provided to the Company under the Agreement are cumulative and are notexclusive of any rights or remedies provided by the applicable Law.

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Partnership Agreement
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19.4 This Agreement and any matter, dispute or claim, including non-contractual disputes or claims,
arising out of or in connection with it or its subject matter or formation shall be governed by andconstrued in accordance with the Laws of Seychelles. The Partner hereby irrevocably agrees that the
courts of Seychelles have exclusive jurisdiction and accordingly submits to the jurisdiction of the courtsof Seychelles in relation to any matter arising in connection with this Agreement.
19.5 In the event of the death or mental incapacity of the Partner (if physical person) or one of thepersons who form the Partner (if legal entity), all funds held by the Company or its nominee, will be forthe benefit and at the order of the survivor(s) and all obligations and liabilities owed to the Company
will be owed by such survivor(s).

20. Referral Agent20.1 The below clauses are applicable only to these Partners who are acting as a Referral Agent of aPartner.
20.2 Referral Agent’s Rights and Obligations:20.2.1 Any physical person or entity may become a Referral Agent.
20.2.2 It is up to the Company’s sole discretion to accept or reject any Referral Agent or request
additional information and/or documentation from the Referral Agent for further review by theCompany.
20.2.3 Upon Referral Agent’s acceptance of the present Agreement, the Company grants to the Referral
Agent a non-exclusive, non–transferable right to direct Prospective Clients to the Site and/or to its
Affiliated Entities Sites, if different, subject to the terms and conditions of this Agreement. For the
avoidance of doubt, such Prospective Clients and/or Introduced Clients will be connected directly to
the Partner, whose Partner Link has been used by the Referral Agent..
20.3 Payment of Referral Agent Commission:
20.3.1 Unless otherwise communicated by the Company to the Referral Agent, the Referral Agent
Commission from trading transactions of Introduced Clients will be paid out by the Company, in
accordance with the respective percentage of the Referral Agent Commission as set by the linked
Partner. To this end the Partner may share with the Referral Agent a reward history and/or Client
accounts and/or performance statistics reports containing the information about Introduced Clients.
The Company hereby informs the Referral Agent that it will not enforce any arrangement and/or
agreement between the Referral Agent and the Partner, except for the payment of the Referral Agent
Commission as indicated from time to time in the Partner’s personal area of the Referral Agent, and it
excludes any and all liability from any and such non-enforcement. The Company shall not have any
liability for any non-payment and/or delays and/or miscalculations and/or omissions in the payment

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Partnership Agreement
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of the Referral Agent Commission and/or in the event that the Partner stops sharing the reward history
and/or Client accounts and/or performance statistics reports with the Referral Agent.
20.3.2 The Referral Agent Commission is paid out by the Partner either only for first level Introduced
Clients, who were introduced by the Referral Agent and used the respective Partner Link or also for thesecond level Introduced Clients, in accordance with the respective agreement and/or arrangements
made between the Partner and the Referral Agent. In any case, the shared reward history and/or Client
accounts and/or performance statistics reports will indicate only the reward history of the first level
Introduced Clients.
20.4 In case of termination of a Partner's status, the Company at its sole discretion may provide theReferral Agent the option to be assigned under another Partner of the Company.
20.5 The Referral Agent represents that they should have the full right, power, and authority to enter intoand be bound by the terms and conditions of this Agreement and to perform their obligations under
this Agreement, without the approval or consent of any other party.
20.6 In the event of any dispute between the Partner and their linked Referral Agent, the Company
bears no responsibility or liability towards Partner and/or Referral Agent.
20.7 The respective agreement and/or arrangement between the Partner and the linked Referral Agent,
may be terminated by the Partner at any given time and shall have effect one (1) calendar day after
the date the termination has been communicated to the Referral Agent by the Company through thePartner’s personal area and/or via email communication..
20.8 The percentage of the Referral Agent Commission may be amended from time to time by thePartner and the Referral Agent will be notified via email and/or through the Partner’s personal area
about the current percentage of the Referral Agent Commission. The new percentage would be
deemed to have effect one (1) calendar day after the date that it would be communicated to theReferral Agent, in relation to subsequent transactions.
20.9 Without prejudice to the applicability of clause 20 to Referral Agents, clauses 1, 2, 3.1, 3.3 - 3.6, 4, 6, 7,
8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 23 of the present Agreement, are fully applicable in the Company’s
relationship with the Referral Agents.

21. Partner types
21.1 The Company may offer various Partner types from time to time with different Partner Commission
levels. Criteria for upgrading Partner type may vary and are determined in the Company’s sole
discretion. The Company retains the right to refuse to change and/or upgrade the Partner type of aPartner at its sole and absolute discretion. Furthermore, the Company reserves the right to change
and/or downgrade the Partner type of a Partner at its sole and absolute discretion.

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Partnership Agreement
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22. Language
22.1 The Company’s official language is the English language and the Partner should always read andrefer to the main Sites for all information and disclosures about the Company and its activities.
Translation or information provided in languages other than English, is for informational purposes onlyand does not bind the Company or have any legal effect whatsoever, the Company having no
responsibility or liability regarding the correctness of the information therein.

23. Survival
23.1 The parties of this Agreement hereby agree that any provision of this Agreement that expressly or
by implication is intended to come into or continue in force on or after termination (including clauses
5.8, 8 (Protection of Personal Data), 9 (Confidentiality), 11 (Indemnity) and 19.2. (dispute resolution
process) and any other clauses necessary to protect the rights and obligations of the parties beyond
the termination of this Agreement, each of which shall remain in full force and effect.

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