NODAL EXCHANGE BROKER AGREEMENT

This Broker Agreement (this “Agreement”) to become effective on _____________________ (the 

“Effective Date”), is by and between Nodal Exchange, LLC, a Delaware limited liability company 

(“Nodal”), and ___________________________________________________________________, a(n) 

_______________________________ (“Broker”).

A. Nodal owns and provides the System (as defined below) for the execution of trades 

involving cash-settled energy-related futures contracts and other financial instruments (“Products”). 

B. Broker desires, and Nodal agrees to provide to Broker, a non-exclusive right to access the 

System, on the terms and subject to the conditions set forth herein.

In consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, 

and for other good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged, Nodal and Broker (each, a “Party” and, collectively, the “Parties”) agree as follows:

1. Definitions. 

“Access Methods” means one or more User IDs, passwords, certificates or other access methods 

provided by Nodal for accessing the System.

“Broker Authorization” means an authorization, in the form attached hereto, executed by a 

Participant, authorizing Broker to submit Block Trades and/or an Exchange For Related Position’s 

(“EFRP”s) to Nodal for submission to the Clearing House.

“Broker Technology” means such methods of connectivity, personal computers, and other 

communication devices and technology, including firewalls, as the Broker may provide at its sole 

expense. 

“Documentation” means any documentation or other materials relating to the System as Nodal 

may provide to Broker from time to time during the term of this Agreement.

“Nodal Site” means any website or other mechanism through which the Services or the System 

may be accessed, including the website located at www.nodalexchange.com. 

“Person” means an individual or a partnership, corporation, limited liability company, trust, joint 

venture, joint stock company, association, unincorporated organization, government agency or 

political subdivision thereof, or other entity.

“Routine Request” is a request, inquiry, or order of (i) the CFTC that is not pursuant to Part 11 of 

the CFTC Regulations or (ii) the Securities and Exchange Commission, a securities self-regulatory 

organization, or a futures self-regulatory organization that does not trigger a notice requirement 

under CFTC Regulation 1.12(m).

“Services” means the acceptance and processing by Nodal of Block Trades or EFRPs submitted 

by Broker on behalf of two or more Participants.
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“System” means the electronic trading system owned and provided by Nodal, including the systems 

through which Block Trades or EFRPs are submitted to Nodal.

“Trade Risk Limit” means, with respect to a Participant, the dollar limit (if any) established by 

such Participant’s Clearing Member representing the maximum position risk that the Participant is 

allowed to assume on Nodal.

Capitalized terms used, but not otherwise defined, in this Agreement have the meaning ascribed to 

such terms in the Nodal Exchange Rulebook (“Rules”). 

2. Exchange Services.

2.1 System and Services. Subject to the terms and conditions of this Agreement, Nodal hereby 

grants to Broker, for the term hereof, a non-exclusive, non-transferable, and revocable right to access the 

System and/or Documentation through such procedures as Nodal may designate from time to time during 

the term of this Agreement, solely for the purpose of utilizing the Services to submit Block Trades or EFRPs

on behalf of any Participant who has provided an effective Broker Authorization to Nodal (where such 

Broker Authorization has not been revoked) authorizing Broker to submit such Block Trades or EFRP on 

its behalf. Broker shall be deemed to represent at the time that it submits a Block Trade or EFRP that 

Broker is authorized by the Participants who are party to the Block Trade or EFRP. As used in this 

Agreement, “System” and “Services” shall include any and all modifications thereof as Nodal may make 

available under this Agreement. Nodal reserves the right, in its sole discretion, to modify the System or 

Services at any time. Use of the System or Services by Broker following any modification thereof shall 

constitute acceptance by Broker of such modification.

2.2 Jurisdiction; Compliance with Rules. Broker consents, on behalf of itself and its 

Authorized Users, to the jurisdiction of Nodal as set out in the Rules. Broker shall comply with, and shall 

cause its Authorized Users to comply with, the Rules relating to the submission of Block Trades, EFRPs,

or other services provided by Broker. The Rules shall be part of the terms and conditions of Broker’s use 

of the System. Broker shall continue to be subject to Nodal’s jurisdiction and to be bound by the Rules as 

to Block Trades or EFRPs and as to all matters involving Broker, in either case occurring while the 

undersigned was a Broker. 

2.3 Trade Risk Limit Validation. Nodal will compare Block Trades or EFRPs submitted by 

Broker against the Trade Risk Limits applicable to the Participants that are party thereto to confirm that 

such Block Trade or EFRP will not cause any such Participant to exceed its Trade Risk Limit (or, for a 

Participant that has exceeded its Trade Risk Limit, to confirm that such transaction would be risk-reducing) 

and will reject any non-conforming transaction. In the event a Block Trade or EFRP is rejected under this 

Section 2.3, Nodal shall send an error notification electronically to Broker and to the Participants that were 

party to the Block Trade or EFRP promptly upon rejection of the Block Trade or EFRP.

2.4 Clearing. Upon confirmation that a Block Trade or EFRP submitted by Broker will not 

violate applicable Trade Risk Limits, Nodal shall submit such Block Trade or EFRP to the Clearing House 

for registration and novation. Broker acknowledges and agrees that the Clearing House shall have the right 

to reject a Block Trade or EFRP submitted by Nodal for clearing, in accordance with the rules of the 

Clearing House. Nodal shall promptly provide electronic notice to Broker and Participants that were party 

to the Block Trade or EFRP in the event of any such rejection by the Clearing House.

2.5 Access Methods. Broker shall appoint one or more Account Administrators in accordance 

with Rule 3.10 of the Rulebook, as if references therein to “Participant” were references to “Broker.” Nodal 

shall provide to Broker, through such Broker’s Account Administrator(s), Access Methods for use by its 

employees or agents designated by the Broker as Authorized Users in accordance with Rule 3.6 of the 
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Rulebook, as if references therein to “Participant” were references to “Broker.” Broker’s Account 

Administrator(s) will manage use of Access Methods, including suspending or terminating access of 

Broker’s Authorized Users. Broker shall promptly notify Nodal of any change of an Account Administrator 

or Authorized User. Broker shall not divulge, and shall not permit any other Person to divulge, Access 

Methods to any Person other than an Account Administrator or an Authorized User. Broker is and shall 

remain fully responsible for (i) maintaining the confidentiality of Broker’s Access Methods, (ii) controlling 

and monitoring any use of any such Access Methods, and (iii) notifying Nodal immediately of any 

unauthorized use of Broker’s Access Methods or any other known or suspected breach of security relative 

to the System or the Services. 

2.6 Connectivity. As between Nodal and Broker, Broker shall be solely responsible for all 

costs and expenses associated with Broker’s access to and use of the System. Without limiting the 

generality of the foregoing, Broker shall access the Services through the Nodal Site using Broker 

Technology. All such Broker Technology used to access the Services shall conform to any and all 

specifications therefor as Nodal may prescribe from time to time.

2.7 Restrictions on Use. Without Nodal’s prior written consent, except as otherwise expressly 

permitted under this Agreement, Broker shall not, and shall not permit any other Person to: (i) modify, 

reverse engineer, decompile, disassemble the System, the Services or other Nodal Property (as defined 

below) or create derivative works based on any Nodal Property; (ii) distribute, disclose, or otherwise furnish 

any Nodal Property (as defined below), including non-public pricing data from the System or Services, to 

any Person for any purpose other than the facilitation, negotiation or submission of Block Trades or EFRPs; 

(iii) reproduce, copy, display, access, download, print, store, transfer, assign, sell, lease, license, distribute 

or otherwise commercially exploit, or make available to any third party, the Services, the System or other 

Nodal Property; (iv) remove or deface any notice of confidentiality or any trademark or other indicia of 

ownership that may be contained on or displayed through the System and/or the Services; (v) create any 

hyperlinks to password-protected portions of the Nodal Site, the Services or frame or mirror any content 

contained in or accessible through, the Nodal Site or the System; (vi) misstate or omit information that 

Broker provides or is required to provide Nodal or to other users of the System or the Services; (vii) 

manipulate or attempt to manipulate prices, including by disseminating inaccurate information, reporting 

false transactions or otherwise performing any act designed or intended to manipulate prices; (viii) use the 

Services or the System to further any other unlawful purpose or to otherwise undertake any activities that 

reasonably can be expected to be harmful to or otherwise interfere with the Services or the System, the use 

thereof by any other user, or any system, network or equipment of Nodal or any third party, including (a) 

intercepting or attempting to intercept any material transmitted over the System or the Services, (b) sending 

transmissions that impose a disproportionately large load on the System or the Services, either directly or 

by relaying, (c) posting or transmitting through the Services or the System information or material that 

infringes or otherwise violates any copyright, patent, trademark, trade secret or other proprietary right, or 

contains or embodies a virus, worm, Trojan horse or other contaminating or destructive feature, and (d) 

violating or attempting to violate the security of the System or the Services or interfere or attempt to 

interfere with Nodal’s systems, networks, authentication measures, servers or equipment; or (ix) otherwise 

act in any manner detrimental to the interests, welfare or integrity of the System or Services, Participants, 

or Nodal. 

2.8 Suspension. Notwithstanding any provision of this Agreement or the Rules to the contrary, 

Nodal may, in its sole discretion, at any time, and with or without prior notice to Broker, modify the System

or temporarily or permanently suspend operation of the System and/or any Services or of access thereto by 

Broker or any of its Authorized Users.

2.9 Monitoring. Broker acknowledges and agrees that, in accordance with the provisions of 

the CEA and CFTC Regulations applicable to Nodal as a designated contract market, Broker and its 
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Authorized Users will be subject Nodal’s market surveillance program and monitoring of its and their 

access to, and utilization of, the System and Services.

2.10 Broker Warranties. Broker represents and warrants that: (i) it has the power and authority, 

corporate and otherwise, to execute and perform its obligations and exercise its rights under this Agreement, 

and all necessary action (corporate or otherwise) has been taken by Broker to enter into this Agreement; 

(ii) neither Broker nor any of its Authorized Users are subject to any trading prohibition by any 

Governmental Authority, whether under the CEA or otherwise, that could apply to Transactions; (iii) 

neither its execution of this Agreement nor the performance of its obligations or exercise of its rights under 

this Agreement will violate the Rules or any law, rule, regulation, order, tariff, rate filing or other agreement 

or obligation to which it is bound; (iv) it is registered as either a futures commission merchant or an 

introducing broker with the CFTC and is a member of NFA and such registration and membership shall 

continue in effect at all times when utilizing the System or the Services; (v) it will comply with, and will 

procure that its Account Administrators and Authorized Users comply with, the Rules and with all 

applicable laws, rules and regulations relative to its and their use of the Services, the System, and other 

Nodal Property, including any such laws, rules and regulations pertaining to export controls; (vi) Broker 

has reviewed and understands the Rules and the rules of the Clearing House applicable to its access to the 

System and use of the Services; (vii) all information provided to Nodal in connection with entering into this 

Agreement and the designation of Account Administrators and Authorized Users is and will at all times in 

the future be true, complete and accurate in all material respects. Broker shall immediately notify Nodal 

and cease all uses of the Services and the System if any of the foregoing representations or warranties ceases 

to be true.

3. Transactions.

3.1 Information and Audit. Broker shall provide to Nodal all such information relating to 

Broker’s use of the System as Nodal may reasonably request. Broker further acknowledges and agrees that 

it shall be subject to the inspection and audit provisions of Nodal Rule 3.13 as if references to “Participant” 

therein were references to “Broker.” 

3.2 Authorization. Broker acknowledges and agrees that Nodal shall not be required to accept 

a Block Trade or EFRP submitted by Broker unless each party thereto has authorized Broker to submit 

Block Trades or EFRPs on its behalf pursuant to an effective Broker Authorization. Broker further 

acknowledges and agrees that all Block Trades or EFRPs submitted by Broker through the System on behalf 

of Participants pursuant to effective Broker Authorizations may be relied upon by Nodal as duly authorized 

and binding, and Nodal shall have no duty to investigate the accuracy thereof or the authenticity of authority 

thereby authorized.

3.3 Data Provided by Broker. Broker accepts sole responsibility (i) for the accuracy and 

adequacy of data entered into the System by Broker or any other Person using Broker’s Access Methods, 

and (ii) for implementation of procedures external to the System to enable Broker to comply with the Audit 

Trail requirements set out in the Nodal Rule 4.9, as if references to “Participant” therein were references to 

“Broker.” In the event Broker becomes aware of an error in any transaction data provided by Nodal or in 

any entry submitted through the Services by Broker, Broker shall promptly so notify Nodal; provided, that 

Broker shall be responsible for any such erroneous data or entry unless Nodal notifies Broker otherwise.

4. Fees.

Broker will not be charged fees by Nodal for Block Trades or EFRPs. (For the avoidance of doubt, 

Nodal reserves the right to charge fees to Participants for Block Trades or EFRPs.) Broker may be eligible 

for broker incentive payments from Nodal based on the volume of Block Trade or EFRP submitted by 

Broker pursuant to criteria established by Nodal from time to time in its sole discretion.
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5. Term and Termination.

5.1 Term; Termination. The term of this Agreement shall commence upon the Effective Date 

and may be terminated by either Party, for any or no reason, upon ten business days notice to the other 

Party. Notwithstanding the foregoing, (i) either Party may terminate this Agreement at any time, 

immediately upon notice to the other Party, if it has reason to believe that the other Party has breached any 

term of this Agreement; and or (ii) Nodal may terminate this agreement immediately if Broker violates any 

of the Rules applicable to Broker; or (iii) a change in law or actual or threatened legal action materially 

impairs the ability of the Party to perform its obligations hereunder. Broker’s right to access the System or 

Services shall cease immediately upon termination of this Agreement. This Agreement will remain in effect 

with respect to Block Trades or EFRPs that were submitted prior to the effective date of termination of this 

Agreement. 

5.2 Consequences of Termination. Upon termination of this Agreement for any reason, Broker 

shall (i) cease immediately all uses of the Services, the System and any Access Methods provided to Broker 

hereunder, (ii) destroy or return to Nodal all tangible materials (and all copies thereof) provided by Nodal 

(or its third party service providers) hereunder, and (iii) certify in writing to Nodal that such materials have 

been destroyed and/or returned and no portion thereof remain in Broker’s possession or control. 

Notwithstanding the foregoing, (a) in the event retention of the materials and records described in clause 

(ii) above is required by Applicable Law or regulation or by a self-regulatory body with competent 

jurisdiction over Broker, Broker agrees to continue to hold such materials and records as Confidential 

Information pursuant to Section 6 hereof and to destroy or return such materials and records to Nodal in 

compliance with this Section 5.2 once retention is no longer required, and (b) with respect to any electronic 

records of Broker not reasonably feasible to destroy, as described in clause (ii) above, Broker shall continue 

to hold such records as Confidential Information pursuant to Section 6 hereof. The termination of this 

Agreement for any reason will not affect the accrued rights of the Parties or the right of either Party to sue 

for damages arising from a breach of this Agreement. Those provisions of this Agreement which by their 

terms would reasonably be expected to survive beyond the effective date of termination of this Agreement 

shall remain in full force and effect following the effective date of termination of this Agreement. Those 

provisions of this Agreement which by their terms would reasonably survive beyond the effective date of 

termination of this Agreement, shall remain in full force and effect following the effective date of 

termination of this Agreement, including Sections 2.7, 3.2, 3.3 and 5 through 14.9. 

6. Confidentiality.

6.1 Confidential Information. Any and all non-public information, in any form, obtained 

hereunder by either Party arising out of or related to the provision or use of the System, the Services, or 

other Nodal Property shall be deemed to be “Confidential Information.” Without limiting the generality 

of the foregoing, Nodal’s Confidential Information shall specifically include all source code of the System, 

and all trade secrets, processes, computer software and other proprietary data, research, information or 

documentation related thereto. Notwithstanding the foregoing, “Confidential Information” will not include 

any information that: (i) is in or becomes part of the public domain (other than by disclosure by the receiving 

Party or its employees, agents or contractors in violation of this Agreement); (ii) was previously known to 

the receiving Party free of restriction; (iii) is independently developed by the receiving Party, without 

reference to the Confidential Information of the disclosing Party; or (iv) is lawfully obtained by the 

receiving Party from a third party having the right to furnish such information. 

6.2 Nondisclosure. Each Party shall hold in strict confidence the Confidential Information of 

the other Party, and shall not disclose Confidential Information of the other Party to any third party or use 

Confidential Information of the other Party for any purpose not expressly permitted under this Agreement; 

except that a Party may disclose Confidential Information of the other Party solely to those of its employees, 

agents, contractors or professional advisors, including the Clearing House and the Participants’ Clearing 
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Members in the case of Nodal, who have a need to know such Confidential Information to facilitate 

performance of this Agreement and who are required by written contract to protect the disclosing Party’s 

Confidential Information in a manner no less protective of such Confidential Information than the 

requirements of this Section 6. The receiving Party will inform its Representatives of the confidential 

nature of the Confidential Information, will be responsible for enforcing the terms of this Agreement as to 

its Representatives, and will take such action, legal or otherwise, as may be reasonably necessary to cause 

them to comply with the terms and conditions of this Agreement. Notwithstanding the foregoing, 

Confidential Information may be disclosed (i) by Nodal to the Clearing House and to the Participants’ 

Clearing Members; (ii) to the extent required by Applicable Law or regulation or the rules of a SelfRegulatory Organization of competent jurisdiction; (iii) upon request by the CFTC or the Federal Energy 

Regulatory Commission; and (iv) pursuant to a subpoena or order of a court or legislative, regulatory or 

self-regulatory body of competent jurisdiction, provided that the Party receiving such subpoena or order 

immediately notifies the other Party thereof and cooperates with such Party to obtain a protective order or 

other appropriate confidential treatment of any Confidential Information to be so disclosed. In addition, 

and without limiting the generality of the foregoing, (i) Broker shall be permitted to disclose the details of 

Block Trades or EFRPs that it submits to the System to the applicable Participants, and (ii) Nodal shall be 

permitted publicly to disclose the details of Block Trades or EFRPs, other than the identities of the 

Participants that were party to such Block Trades or EFRPs and their Clearing Members.

7. Proprietary Rights.

As between Nodal and Broker, Nodal shall own and retain ownership of all rights, title and interest 

in and to (i) all information, data and content, including all transaction data submitted to Nodal, displayed 

or distributed through the System or Services or submitted to the Clearing House or in any way related to 

Block Trades or EFRPs; (ii) the Services and the System (including the Nodal Site), and all underlying 

technology and all materials provided by Nodal (or its third party service providers) in connection 

therewith, (iii) all updates, modifications, enhancements and new versions to or of the foregoing, and all 

derivative works based thereon; and (iv) all copyrights, patents, trade secrets, database rights and other 

intellectual property associated with the foregoing (collectively, the “Nodal Property”). Broker hereby 

waives any and all challenges to, or claims or defenses regarding, (a) Nodal’s rights in the System and the 

Services, and (b) Nodal’s right to revoke the rights of access granted to Broker herein.

8. Disclaimer.

BROKER’S USE OF THE SERVICES, THE SYSTEM, THE NODAL PROPERTY AND ANY 

OTHER INFORMATION AND MATERIALS PROVIDED BY NODAL, IS AT BROKER’S OWN 

RISK, AND THE SERVICES, THE NODAL PROPERTY AND ANY OTHER INFORMATION AND 

MATERIALS PROVIDED BY NODAL HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS 

AVAILABLE” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, 

EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING ALL 

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE 

AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, 

USAGE OR TRADE PRACTICE. NODAL DOES NOT GUARANTEE THAT (i) THE NODAL 

PROPERTY OR THE SERVICES WILL OPERATE IN AN ERROR-FREE, SECURE OR 

UNINTERRUPTED MANNER, OR (ii) ANY INFORMATION OR MATERIALS PROVIDED BY 

NODAL OR ACCESSIBLE THROUGH THE NODAL PROPERTY WILL BE ACCURATE, 

COMPLETE, RELIABLE, OR TIMELY, OR (iii) THE NODAL PROPERTY OR ANY ASPECTS OF 

THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. NODAL 

SHALL HAVE NO LIABILITY FOR THE CREDITWORTHINESS OF ANY PARTICIPANT. 

BROKER IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF THE BROKER 

TECHNOLOGY. BROKER ACKNOWLEDGES THAT BROKER’S ACCESS TO THE SYSTEM AND 

THE SERVICES IS INTERNET-BASED AND THAT NODAL HAS NO CONTROL OVER THE
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INTERNET OR BROKER’S CONNECTIONS THERETO. BROKER FURTHER ACKNOWLEDGES 

THAT THE INTERNET, COMPUTER NETWORKS, AND COMMUNICATIONS LINKS AND 

DEVICES NECESSARY TO ENABLE BROKER TO ACCESS AND USE THE SYSTEM AND THE 

SERVICES ARE INHERENTLY INSECURE AND VULNERABLE TO ATTEMPTS AT 

UNAUTHORIZED ENTRY AND THAT NO FORM OF PROTECTION CAN ENSURE BROKER’S 

DATA, HARDWARE, OR SOFTWARE OR THE SYSTEM OR OTHER NODAL PROPERTY WILL 

BE FULLY SECURE. FURTHERMORE, NODAL SHALL HAVE NO OBLIGATION TO MONITOR 

OR VERIFY ANY INFORMATION DISPLAYED THROUGH THE SYSTEM.

9. Limitation of Liability.

EXCLUDING ANY LIABILITY OF NODAL FOR WILLFUL MISCONDUCT OR GROSS 

NEGLIGENCE, BROKER AGREES THAT IN NO EVENT SHALL NODAL BE LIABLE FOR ANY 

DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, 

INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OR CORRUPTION 

OF DATA, TRADING LOSSES OR BUSINESS INTERRUPTION AND THE LIKE, ARISING IN ANY 

MANNER WHATSOEVER OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE 

(WHETHER OR NOT AUTHORIZED) OR INABILITY TO USE THE NODAL PROPERTY OR ANY 

OTHER INFORMATION OR MATERIALS PROVIDED TO BROKER BY NODAL OR ACCESSIBLE 

THROUGH THE SERVICES, INCLUDING THE ACCURACY, COMPLETENESS, RELIABILITY, 

TIMELINESS, QUALITY, SECURITY, PERFORMANCE, OR PRICING OF THE SERVICES OR ANY 

FAILURES, DEGRADATIONS OR DELAYS ASSOCIATED THEREWITH, REGARDLESS OF 

WHETHER SUCH DAMAGES ARISE IN TORT, CONTRACT, OR OTHERWISE, AND EVEN IF 

NODAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

NOTWITHSTANDING THE FOREGOING, IF A COURT OR OTHER TRIBUNAL OF COMPETENT 

JURISDICTION SHOULD FIND NODAL LIABLE FOR ANY LOSS, DAMAGE OR EXPENSES 

UNDER THIS AGREEMENT, THE AGGREGATE LIABILITY OF NODAL UNDER THE 

AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL IN NO EVENT EXCEED 

$10,000.

ANY CLAIM FOR REDRESS OR DAMAGES HEREUNDER SHALL BE FILED IN A COURT 

OF COMPETENT JURISDICTION WITHIN TWO (2) YEARS OF THE DATE ON WHICH SUCH 

CLAIM ALLEGEDLY AROSE. FAILURE TO INSTITUTE LITIGATION WITHIN SUCH TIME 

PERIOD SHALL BE DEEMED TO BE A WAIVER OF SUCH CLAIM AND THE CLAIM SHALL BE 

OF NO FURTHER FORCE OR EFFECT. THE ALLOCATIONS OF LIABILITY IN THIS SECTION 9

REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND 

EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY’S RIGHTS AND OBLIGATIONS

HEREUNDER REFLECT SUCH ALLOCATIONS. THE PARTIES AGREE THAT THEY WILL NOT 

ALLEGE THAT THIS REMEDY FAILS ITS ESSENTIAL PURPOSE. 

10. Indemnification.

Broker shall defend, indemnify and hold Nodal, its aAffiliates, and the respective officers, 

directors, employees, agents, and representatives of Nodal and its aAffiliates (collectively, “Nodal 

Parties”) harmless from and against all costs, claims, demands, losses, expenses and liabilities of any nature 

whatsoever (including reasonable attorney’s fees) (“Losses”) incurred or suffered by such Nodal Parties 

arising directly or indirectly out of, or in connection with, any third-party (including any Participant) claim, 

demand, or cause of action (each, a “Claim”) based upon or arising out of (i) any claim that a Block Trade

or EFRP submitted by Broker was not properly authorized by all parties to the transaction; (ii) any alleged 

entry error with respect to a Block Trade or EFRP submitted by Broker to the System; and (iii) breach of 

any of Broker’s obligations, representations, warranties or covenants under this Agreement. Broker may 

not settle or otherwise compromise any Claim without Nodal’s written approval of any such settlement or 
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other compromise, which approval shall not be unreasonably withheld or delayed. The indemnification 

provided by this Section 10 will not be deemed exclusive of any other rights to which a Nodal Party may 

be entitled under any agreement or otherwise, and will inure to the benefit of the successors, assigns, heirs, 

executors and administrators of such Nodal Party. Nodal shall defend, indemnify and hold Broker, its 

affiliates, and its and their respective officers, directors, employees, agents and representatives (collectively, 

“Broker Parties”) harmless from and against all Losses incurred or suffered by such Broker Parties arising 

directly or indirectly out of, or in connection with, any Claim based upon or arising out of the circumstances 

described in clauses (i), (ii) or (iii) above, solely to the extent that such Losses are proximately caused by 

the gross negligence or willful misconduct of Nodal.

11. Equitable Remedies.

Broker acknowledges and agrees that the violation of its obligations under Sections 2 or 6 would 

cause irreparable harm to Nodal, which harm may not be compensable solely by monetary damages, and 

that, therefore, in the event of an actual or threatened breach thereof by Broker, Nodal shall be entitled to 

injunctive and other equitable relief, without the necessity of proving monetary damages or posting a bond 

or other security. Any such equitable relief granted shall be without prejudice to any other rights and 

remedies as Nodal may have under this Agreement.

12. Dispute Resolution.

Any disputes arising under this Agreement shall be brought in accordance with the dispute 

resolution provisions of the Rules.

13. Notices.

Except as otherwise expressly provided herein, all notices and other communications hereunder: 

(i) shall be in writing; (ii) may be delivered by hand, by any nationally recognized private courier or by 

facsimile; (iii) shall be effective (a) if delivered by hand or by courier on the date of delivery, and (b) if sent 

by facsimile, on the date it is received by a responsible employee of the recipient in legible form (it being 

agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report 

generated by the sender’s facsimile machine); and (iv) shall be addressed as follows (or to such other 

address or addresses as may hereafter be specified by notice given by one Party to the other):

If to Nodal: If to Broker:

Nodal Exchange, LLC

1921 Gallows Road

Such address listed on the signature page to this 

Agreement.

3

rd Floor

Tysons Corner, Virginia 22182

Attn: Legal Department

Facsimile: 703-962-9850

Email: 

Legal@NodalExchange.com

14. Miscellaneous.

14.1 Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with any and 

all exhibits hereto, constitutes the entire understanding between the Parties, and supersedes all prior 
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representations, agreements, negotiations and discussions between the Parties, with respect to the subject 

matter hereof. This Agreement is binding upon, and shall inure to the benefit of, the Parties and their 

respective administrators, legal representatives, successors, and permitted assigns. The Parties agree that 

no provision of this Agreement is intended, expressly or by implication, to purport to confer a benefit or 

right of action upon a third party (whether or not in existence, and whether or not named, as of the Effective 

Date) other than the rights of a Nodal Party under Section 10.

14.2 Relationship. Nothing in this Agreement shall constitute or be deemed to establish a 

partnership, joint venture, association or employment relationship between the Parties hereto, and neither 

Party shall have the authority or power to bind the other Party, or to contract in the name of the other Party, 

in any manner or for any purpose.

14.3 Assignment; Amendments. Neither Party shall assign or otherwise transfer this 

Agreement, or any of its rights or obligations under this Agreement, without the prior written approval of 

the other Party, which approval shall not be unreasonably withheld. Neither Party may modify, supplement 

or otherwise amend this Agreement except pursuant to an instrument in writing signed on behalf of a duly 

authorized representative of each Party. 

14.314.4 Uniform Agreement; Amendments. As a matter of policy, Nodal requires all 

Persons who become Nodal Brokers to execute an agreement identical in form and substance hereto. Nodal 

nonetheless reserves the right to amend this Agreement, in whole or in part, at any time, provided that Nodal

shall provide Broker (and all other Persons that are Nodal Brokers) (i) prior notice of any amendment; and 

(ii) at least fourteen (14) calendar days notice where Nodal reasonably believes such amendment is likely 

to materially and adversely affect Broker (and other Persons that are Nodal Brokers) or its (or their) rights 

or obligations under this Agreement, provided further that Nodal shall not amend Sections 6.2 and 14.4 to 

the extent that such Sections relate to rights granted to the Clearing House, without the express consent of 

the Clearing House. Broker’s use of the System or Services following the effective date of any amendment 

shall constitute Broker’s ratification of, and agreement to, the amendment. In addition to the methods 

permitted by Section 13, Nodal may notify Broker of amendments to this Agreement by posting such 

amendments on the Nodal Site or by e-mail. Broker may modify, supplement or otherwise amend this 

Agreement only pursuant to an instrument in writing signed on behalf of a duly authorized representative 

of each Party (and, if such modification, supplement or amendment would affect the rights of the Clearing 

House under Sections 6.2 and 14.4 hereof, by a duly authorized representative of the Clearing House).

14.414.5 Force Majeure. Broker acknowledges and agrees that Nodal’s performance of this 

Agreement is subject to the force majeure provisions set out in the Rules.

14.514.6 No Waiver; Remedies Not Exclusive. The failure of a Party to exercise or enforce 

any right conferred upon it by this Agreement shall not be deemed to be a waiver of any such right or 

operate so as to bar the exercise or enforcement thereof at any time or times thereafter. No waiver by either 

Party hereunder shall be effective unless agreed to pursuant to a writing signed by an authorized 

representative of each Party. No remedy conferred by any provision of this Agreement is intended to be 

exclusive of any other remedy, except as expressly provided in this Agreement, and each and every remedy 

shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter 

existing in law or in equity or by statute or otherwise.

14.614.7 Separability of Provisions; Interpretation. Each provision of this Agreement shall 

be considered separable; and if, for any reason, any provision of this Agreement is determined by a court 

of competent jurisdiction to be invalid, unlawful, or unenforceable, such determination shall not affect the 

enforceability of the remainder of this Agreement or the validity, lawfulness, or enforceability of such 

provision in any other jurisdiction. References to sections and exhibits are to sections of, and exhibits to, 

this Agreement, unless otherwise indicated. Section headings are inserted for convenience of reference 
10

only and shall not affect the construction of this Agreement. The singular number shall include the plural, 

and vice versa. Any use of the word “including” will be interpreted to mean “including, but not limited 

to,” unless otherwise indicated.

14.714.8 Governing Law. The validity and effectiveness of this Agreement shall be 

governed by, and construed and enforced in accordance with, the internal laws of the State of New York, 

without giving effect to the provisions, policies or principles of any state law relating to choice or conflict 

of laws. The Parties hereby consent to the venue and jurisdiction of the federal and state courts located in 

New York, New York, and waive any objection thereto. Each Party hereby waives its right to trial by jury 

in any such action.

14.814.9 Counterparts. This Agreement may be executed in one or more counterparts, each 

of which when so executed and delivered shall be deemed an original, and all of which together shall 

constitute one and the same instrument.

[Remainder of page intentionally left blank.

Signature page follows.]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly 

authorized representatives as of the Effective Date. 

NODAL EXCHANGE, LLC

By:

Name: 

Title: 

BROKER: _____________________________

By:

Name: 

Title: 

Address:

Facsimile: 

E-mail: 

[SIGNATURE PAGE TO NODAL EXCHANGE BROKER AGREEMENT]