Rev. December 20November 1, 2023

NODAL EXCHANGE PARTICIPANT AGREEMENT

This Nodal Exchange Participant Agreement (this “Agreement”) dated as of __________, 20___ 

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

(“Nodal”), and ___________________, a(n) __________________________________ (“Participant”). 

A. Nodal owns and operates a System (as defined below) for the execution of Nodal Contracts 

and other financial instruments (“Products”). 

B. Participant requests, and Nodal has agreed to provide, Participant access to the System and 

Services, subject to the terms and 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 Participant (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 and Services.

“Additional Services” means such services as may be offered by Nodal from time to time in 

relation to the Products, in addition to those specified herein. 

“Customer” means a Person who uses an FCM Participant as an agent in connection with trading 

Nodal Contracts.

“Direct Access” means a direct connection by a Clearing Member or other Person to the System 

to enter Orders for Nodal Contracts for execution, which does not pass through the credit and risk 

control infrastructure of a Clearing Member. 

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

as Nodal may provide to Participant (including an FCM Clearing Member) from time to time during 

the term of this Agreement.

“FCM Participant” means a Participant that meets the qualifications of Rule 3.21 and that is 

authorized by its Customer(s) to trade Nodal Contracts as an agent for and on their behalf.

“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. 

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

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

sole expense. 
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“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 such services as Nodal provides hereunder, including access to the System, and 

the processing of Block Trades through specific accounts established by Participant’s Clearing 

Member for submission to the Clearing House on Participant’s behalf.

“System” means all networks and Trading Platforms owned and provided by Nodal, including all 

intellectual property associated therewith, including all components, Documentation, or 

specifications. The System provides Participant with the ability to execute Transactions from the 

interaction of multiple bids and multiple offers.

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 Participant, for the term hereof, a non-exclusive, non-transferable, revocable right to access the 

System or Documentation, and to utilize any Services, through such procedures as Nodal may designate 

from time to time during the term of this Agreement. Access to the System means, collectively, access 

and/or use of interfaces by the Participant for Services by such means, including but not limited to (i) via 

any secure file transfer protocol (“SFTP”), financial information exchange (“FIX”), or any of the 

application programming interfaces (“APIs”) or graphic usage interfaces (“GUIs”) for the System, (ii) any 

of the accompanying product specifications or Documentation, each as may be amended from time to time, 

and (iii) such other Documentation which may be prepared and provided to Participant by Nodal, and which 

provides instructions to enable Participant to achieve the access to the System. Nodal reserves the right, in 

its sole discretion, to modify or change the System or Services at any time. As used in this Agreement, 

“System” and “Services” shall include any and all modifications thereof as Nodal may make available under 

this Agreement. Nodal shall provide Participant with written notice of any material changes to the System 

or Services that Nodal believes are reasonably likely to affect Participant’s use of the System or Services 

by posting such notice on the Nodal Site, by e-mail or by such other means as are permitted by Section 14

hereof.

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

Customers, as applicable, and Authorized Users, to the jurisdiction of Nodal as set out in the Rules. 

Participant will comply with and be subject to, and shall cause its Customers, as applicable, and Authorized

Users to comply with and be subject to, and agrees that Nodal shall have all of the rights and remedies set 

forth in, the Rules, which shall be part of the terms and conditions of every Transaction to which Participant 

is a Party. Participant shall continue to be subject to Nodal’s jurisdiction and to be bound by the Rules as 

to Transactions and as to all matters involving Participant, in either case occurring while the undersigned 

was a Participant. 

2.3 Access Methods. Nodal shall provide to Participant, through such Participant’s Account 

Administrator(s), Access Methods for use by Participant’s Authorized Users. Participant shall notify Nodal 
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of any change of Authorized Users or Account Administrators in accordance with the Rules. Participant 

shall notify Nodal of any change of Authorized Users or Account Administrators in accordance with the 

Rules. Participant shall not divulge, and shall not permit any other Person to divulge, any Access Methods 

to any Person other than an Account Administrator or an Authorized User. Participant is and shall remain 

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

and monitoring any use of any such Access Methods, (iii) all Transactions and other activities that occur 

through use of such Access Methods, and all charges resulting therefrom, whether or not such use is 

authorized by Participant, except to the extent that such unauthorized use is proximately caused by Nodal’s 

willful misconduct or negligence, and (iv) notifying Nodal immediately of any unauthorized use of 

Participant’s Access Methods or any other known or suspected breach of security relative to the System or 

the Services. 

2.4 Connectivity. Participant shall be solely responsible for all costs and expenses associated 

with Participant’s access to and use of the System and Services. Without limiting the generality of the 

foregoing, Participant shall access the Services through the Nodal Site using Participant Technology. All 

such Participant Technology used to access the Services shall conform to any and all specifications 

therefore as Nodal may prescribe from time to time.

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

permitted under this Agreement, Participant 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 or for purposes of constructing or calculating the value of any index or indexed Products; (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 or the Services; (v) create any 

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

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

Participant 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, posting bids or offers that are not bona fide, entering into or offering to enter into 

Transactions solely for the purpose of effecting prices, or otherwise performing any act designed or 

intended to manipulate prices; (viii) use the Services or the System to further any 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, either directly or by relaying, transmissions with the intent to 

impose a disproportionately large load on the System or the Services or otherwise impede the operation or 

other use of the System or Services, (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, other Participants, or Nodal. 

2.6 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 Participant, modify the 

System or Services, or make certain Products temporarily or permanently unavailable, or temporarily or 
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permanently suspend operation of the System or any Services or of access thereto by Participant, any of 

its Authorized Users, or any other Person.

2.7 Monitoring. Participant acknowledges and agrees that, in accordance with the provisions 

of the CEA and CFTC Regulations applicable to Nodal as a designated contract market, Participant, 

Customers, as applicable, and Authorized Users will be subject to Nodal’s market surveillance program 

and monitoring of its and their access to, and utilization of, the System and Services. 

3. Transactions.

3.1 Authorization. Participant acknowledges and agrees that all instructions issued by 

Participant through its Access Methods, including instructions or orders entered through the System or 

Services as conveyed by Authorized Users, are duly authorized and binding, and Nodal shall have no duty 

to investigate the accuracy thereof or the authenticity of authority thereby authorized. Participant further 

accepts full responsibility for: (i) any Transaction entered into by Participant in accordance with the Rules 

and the rules of the Clearing House; (ii) any use of the System or the Services made by Participant, its 

Account Administrators or its Authorized Users; and (iii) any Transaction effected in the name of 

Participant, notwithstanding that such Transaction may have been entered into (x) as a result of a failure of 

security controls and/or credit controls; or (y) by an unknown or unauthorized user employing a User ID 

assigned to an Authorized User, provided, however, that Participant shall not be responsible for any 

Transaction arising out of Nodal’s gross negligence or willful misconduct. Without limiting the generality 

of the foregoing, if an Authorized Broker submits Block Trades on Participant’s behalf in connection with 

the use of Services, Participant represents and warrants that such Authorized Broker is authorized to act on 

Participant’s behalf and instructs Nodal to comply with any instructions submitted by such Authorized 

Broker on behalf of Participant.

3.2 Data Provided by Participant. Participant accepts sole responsibility (i) for the accuracy 

and adequacy of data entered into the System or Services by Participant or Customer or any other Person 

using Participant’s Access Methods, and for all results obtained from use of the System or Services by 

Participant or Customer, or any other Person using Participant’s Access Methods; (ii) for implementing 

procedures external to the System or Services for reconstruction of data for purposes of re-entry in the event 

of a System or Services malfunction; and (iii) for implementation procedures external to the System or 

Services to enable Participant to comply with the Audit Trail requirements set out in the Rules. In the event 

Participant becomes aware of an error in Transaction data provided to Nodal or in any entry submitted 

through the System or Services by or on behalf of Participant, Participant shall promptly so notify Nodal; 

provided, however, that Participant shall be responsible for any such erroneous data or entry unless Nodal 

notifies Participant otherwise.

3.3 Settlement. Participant understands and agrees that all Transactions concluded on or 

through the System or Services are binding Transactions between Participant and its counterparty that must 

be settled between Participant and its counterparty in accordance with the rules of the Clearing House and, 

if applicable, Participant’s agreements with its Clearing Member. In no event will Nodal be a counterparty, 

either directly or indirectly, to any posting or any Transaction or be responsible for delivery of or payment 

for any Product resulting from a Transaction. Participant agrees that executed Transactions shall be deemed 

to be “in writing” and to have been “signed” for all purposes and that all records of any such Transaction 

shall be deemed to be in “writing.” Participant will not contest the legality, validity or enforceability of 

any Transaction based on the fact that such Transaction was effected electronically and expressly waives 

all rights it may have to assert any such claim.
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4. Fees.

4.1 Exchange Fees. Participant shall, upon the execution of a Transaction, pay to Nodal fees 

in accordance with such Service and pricing schedules as are determined by Nodal from time to time and 

posted on the Nodal Site (the “Exchange Fees”).

4.2 Payment. The Clearing House shall, on Nodal’s behalf, submit to Participant or to 

Participant’s Clearing Member (as applicable), a monthly invoice setting forth any and all Exchange Fees, 

including any other applicable charges or taxes.

4.3 Taxes. Participant shall be responsible for any and all taxes, levies, duties or similar 

charges, however designated, that may be assessed by any international, federal, state, municipal or other 

jurisdiction, however designated, arising out of Transactions made by or on behalf of Participant or 

otherwise arising out of Participant’s, including its Customers’, use of the Services, other than any such 

taxes assessed or levied on Nodal in respect of income earned by Nodal.

5. Term and Termination.

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

and shall continue until and unless this Agreement is terminated by either Party, for any or no reason, upon 

thirty (30) days written notice to the other Party. In addition, Nodal may terminate this Agreement 

immediately upon written notice to Participant if (i) Participant commits a breach of any of its material 

obligations under this Agreement or violation of the Rules; or (ii) a change in law or actual or threatened 

legal action materially impairs the ability of Nodal to perform its obligations hereunder. Participant’s right 

to access the System or Services shall cease immediately upon termination of this Agreement. 

Notwithstanding the foregoing, this Agreement will remain in effect with respect to any Transactions that 

were effected prior to the effective date of termination of this Agreement. 

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

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

provided to Participant hereunder, (ii) upon request by Nodal, destroy or return to Nodal all tangible

materials (and all copies thereof) provided by Nodal (or its third party service providers) hereunder, and, in 

the case of electronic records, destroy all such records to the extent reasonably feasible, and (iii) upon 

request by Nodal, certify in writing to Nodal that such materials have been destroyed or returned and no 

portion thereof remain in Participant’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 Participant, Participant 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 Participant not reasonably feasible 

to destroy, as described in clause (ii) above, Participant 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. Notwithstanding the termination of this Agreement, Participant shall remain liable to pay 

Nodal all Exchange Fees (if any) due or accruing on or prior to the effective date of such termination. 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, including Sections 2.5, 3.1, 3.2, 3.3, 4, and 5 through 2726.

6. Confidentiality.
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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 directors, officers, employees, agents or contractors (“Representatives”) 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, shall use the same degree of care in protecting the confidentiality of the Confidential 

Information as it uses in protecting its own information of a similar type, 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 Representatives who have a need to know such 

Confidential Information to facilitate performance of this Agreement. 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 in accordance with 

the Rules relating to the use of Confidential Information; (ii) to the extent required by Applicable Law or 

regulation or the rules of a Self-Regulatory Organization of competent jurisdiction; (iii) by Nodal upon 

request by the CFTC or the Federal Energy Regulatory Commission; (iv) by Participant upon request from 

any federal or state agency, any regulatory or self-regulatory body, or any other organization, in each case 

having competent jurisdiction over such Participant; and (v) pursuant to a subpoena or order of a court or 

legislative, regulatory or self-regulatory body of competent jurisdiction, provided that, in the case of clauses 

(iv) and (v) above, to the extent the disclosure is not in connection with a Routine Request, the disclosing 

Party shall, to the fullest extent permitted by law, immediately notify the other Party of such disclosure and 

cooperate with such Party to obtain appropriate confidential treatment of any Confidential Information to 

be so disclosed. Participant hereby releases Nodal from any and all liability by reason of disclosing such 

information.

7. Proprietary Rights.

As between Nodal and Participant, 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 received by Nodal, 

displayed or distributed through the System or Services or submitted to the Clearing House related to 

Transactions or Additional Services; (ii) the Services and the System (including the Nodal Site and all 

algorithms utilized by the System), 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”). Participant 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 Participant herein. As between Nodal and Participant, Participant shall own and retain ownership of all 

rights, title, and interest in and to all information, data, and content that Participant maintains prior to entering 

the same into the System or Services.
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8. Warranties.

8.1 Participant. Participant 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 Participant to enter into this Agreement; 

(ii) neither Participant nor any of its Authorized Users or Customers 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 Applicable Law, rule, regulation, order, tariff, rate filing 

or other agreement or obligation to which it is bound; (iv) there is no conflict or inconsistency between this 

Agreement or the Rules and Participant’s approved tariffs and rate filings, if any, on file with any 

Governmental Authority; (v) it will enter into Transactions solely as principal; (vi) it will comply with, and 

will procure that its Account Administrators, Customers, 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; (vii) 

Participant and each of its Authorized Users or Customers has all required regulatory approvals and 

registrations to utilize Nodal, or is qualified to do business in those states and other jurisdictions where its 

business requires such registration or qualification, and will remain so registered or qualified at all times 

when utilizing the System or the Services; (viii) Participant has reviewed and understands the Rules and 

the rules of the Clearing House; (ix) Participant is either a Clearing Member or has entered into an 

agreement with a Clearing Member in accordance with the Rules; and (x) all information provided to Nodal 

in connection with Participant’s application 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. Participant 

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.

8.2 Governmental Entities. If Participant is a governmental entity, Participant, in addition to 

the representations made in Section 8.1, represents and warrants to Nodal that: (i) it is an instrumentality, 

agency or department of government of the United States or any state, or a political subdivision of a state; 

(ii) the execution and delivery by Participant of this Agreement and the performance of its obligations 

hereunder and under each Transaction, are in furtherance, and not in violation, of the municipal or other 

stated purposes for which Participant is organized pursuant to authorizing statutes, ordinances and orders; 

(iii) this Agreement and each Transaction do not constitute an investment or other act that is proscribed by 

the constitution, charter, law, rule, regulation, government code, constituent or governing instrument, 

resolution, guideline, ordinance, order, writ, judgment, decree, charge, or ruling to which Participant (or 

any of its officials in their respective capacities as such) or its property is subject; (iv) no authorizations, 

approvals or resolutions of the governing body or other authorized body of Participant limit or restrict in 

any regard the type, number, duration, quantity, price, or total value of Transactions to which Participant

may be a party; and (v) Participant is not entitled to claim immunity on the grounds of sovereignty or other 

similar grounds with respect to itself or its revenues or assets (irrespective of their use or intended use) from 

(a) suit or arbitration, (b) jurisdiction of any court, (c) relief by way of injunction, order for specific 

performance or for recovery of property, (d) attachment of its assets (whether before or after judgment), or 

(e) execution or enforcement of any judgment or arbitration award to which it or its revenues or assets might 

otherwise be made subject to in any proceedings in the courts of any jurisdiction or in any arbitration and 

no such immunity (whether or not claimed) may be attributed to such Participant or its revenues or assets. 

Participant 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.

8.3 Nodal. Nodal represents and warrants that: (i) it has been designated as a contract market 

by the CFTC and maintains its designation as a contract market in accordance with the CEA and the CFTC 

Regulations promulgated thereunder; (ii) it has the power and authority, corporate and otherwise, to execute 
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and perform this Agreement; and (iii) neither its execution of this Agreement nor its performance of this 

Agreement hereunder will violate any other law, rule, regulation, order or agreement or other obligation to 

which it is bound.

9. Disclaimer; Limitation of Liability.

Participant acknowledges that its use of the System and Services is subject to the limited warranty 

and limitations on liability set forth in the Rules.

10. Indemnification.

10.1 Nodal. Participant shall defend, indemnify and hold Nodal, its Affiliates, and the 

respective officers, directors, employees, agents, and representatives of Nodal and its Affiliates, provided

that such Affiliates are not Nodal participants (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 claim, demand, or cause of action (each, a “Claim”) based upon or 

arising out of (i) use of the Services or the System, or any other information or materials provided by Nodal 

or accessible through the System or Services, by Participant or any other Person using any of Participant’s 

Access Methods, whether or not authorized, except to the extent such Losses are proximately caused by the 

gross negligence or willful misconduct of Nodal; (ii) any act or omission of any Authorized Broker in 

connection with the use of the System or the Services; (iii) breach of any of Participant’s obligations, 

representations, warranties or covenants under this Agreement; or (iv) Participant’s gross negligence or 

willful misconduct. Notwithstanding the foregoing, (a) the Nodal Parties shall have the right to engage 

separate counsel, at their own expense, to participate in the defense of or any negotiations relative to the 

Claim, and (b) Participant may not settle or otherwise compromise any Claim without Nodal’s written 

approval of any such settlement or other compromise, which approval shall not be unreasonably withheld. 

The indemnification provided by this Section 10.1 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. 

11. Equitable Remedies.

Participant acknowledges and agrees that the violation of its obligations under Sections 2 or 8.1

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 Participant, 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.

Both Parties acknowledge and agree that the violation of their respective obligations under Section 

6 would likewise cause irreparable harm to the other Party that may not be compensable solely by monetary 

damages. Therefore in the event of an actual or threatened breach thereof, the other Party 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 the Parties 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.
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13. Force Majeure.

Participant acknowledges and agrees that Nodal’s performance under this Agreement is subject to 

the force majeure provisions set out in the Rules.

14. 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 or authorized agent 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 Participant:

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 

15. Entire Agreement.

This Agreement constitutes the entire understanding between the Parties, and supersedes all prior 

representations, agreements, negotiations and discussions between the Parties, with respect to the subject 

matter hereof. 

16. Uniform Agreement; Amendments.

As a matter of policy, Nodal requires all Persons who become Nodal participants 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 Participant (and all other 

Persons that are Nodal participants) (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 Participant (and other Persons that are Nodal participants) or its (or their) rights or 

obligations under this Agreement, provided further that Nodal shall not amend Sections 6.2, 16 or 17, to 

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

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

amendment shall constitute Participant’s ratification of and agreement to the amendment. In addition to 

the methods permitted by Section 14, Nodal may notify Participant of amendments to this Agreement by 

posting such amendments on the Nodal Site or by e-mail. Participant 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, 16 or 17 hereof, by a duly authorized representative of the 

Clearing House).
Rev. December November 201, 2023

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17. Binding Provisions; Third-Party Beneficiaries.

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 10.1, except that the Parties agree that the Clearing House is 

granted rights pursuant to Section 6.2 hereof, and shall be entitled to rely upon and enforce such rights 

directly against Participant.

18. 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.

19. Assignment.

Participant shall not assign or otherwise transfer this Agreement, or any of its rights or obligations 

under this Agreement, without the prior written approval of Nodal, which approval shall not be 

unreasonably withheld. For purposes of this Section 19, any assignment by Participant, whether by 

operation of law, under an order of any court, or pursuant to any plan of merger, consolidation or liquidation, 

shall be deemed an assignment for which Nodal’s prior written consent is required, and any assignment 

made without such consent shall be void and of no effect as between the Parties hereto.

20. Separability of Provisions. 

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.

21. Waiver.

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.

22. Remedies Not Exclusive.

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.

23. Interpretation.

References to sections are to sections of this Agreement, unless otherwise indicated. Section 

headings are inserted for convenience of reference only and shall not affect the construction of this 
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11

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.

24. Governing Law.

Subject to the terms of Section 12, 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.

25. 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.

26. FCM Clearing Members.

To the extent that this Agreement is executed by an FCM Clearing Member that does not trade for 

its own account or act as an FCM Participant, such FCM Clearing Member acknowledges and agrees that 

it will be deemed a Participant hereunder upon accessing Documentation or when accessing the System or 

Services in order to liquidate Transactions and any resulting positions previously submitted to the Clearing 

House for the account of such FCM Clearing Member on behalf of a Nodal participant that has failed to 

perform its obligations to Nodal or such FCM Clearing Member (excluding, in either case, Sections 4.1

and 4.2 hereof, which shall not apply to such FCM Clearing Member).

27. FCM Participants.

To the extent this Agreement is executed or deemed executed by a Person acting in the capacity 

of an FCM Participant, such FCM Participant acknowledges and agrees that it will be deemed a 

Participant hereunder upon accessing Documentation or when accessing the System or Services in order

to trade Nodal Contracts as an agent for and on behalf of a Customer. Such FCM Participant represents 

and warrants that it shall: (i) ensure that each of its Customers access the System through the FCM 

Participant and each such Customer consents to the jurisdiction of the Exchange as described in the 

Rules; (ii) implement such policies and procedures reasonably designed to ensure that each of its 

Customers shall be familiar with and will comply with the Rules; (iii) comply with and remain in good 

standing under the Rules, the CEA, CFTC Regulations, rules of the applicable Self-Regulatory 

Organization or Applicable Law to the extent specifically applicable to FCM Participants; (iv) execute 

and comply with applicable Documentation; (v) put in place effective systems and controls reasonably 

designed to facilitate FCM Participant’s management of financial and other risks incident to its acting 

in a capacity of an FCM Participant; and (vi) to the extent required by Nodal, disclose the identity of 

Customers.

[Remainder of page intentionally left blank.

Signature page follows.]
12

 Rev. NEW DATE, 2023

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: 

PARTICIPANT: _______________________

By:

Name: 

Title: 

Address:

Facsimile: 

E-mail: 

To be an FCM Participant, initial here:

[SIGNATURE PAGE TO NODAL EXCHANGE PARTICIPANT AGREEMENT]