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The Executing Broker Agreement is a critical document used in the Canadian financial services industry to formalize the relationship between executing brokers and their clients for securities trading services. This agreement is essential when a client (typically an investment manager, fund, or institutional investor) requires access to securities markets through a registered broker-dealer. The document encompasses crucial elements including trading permissions, regulatory compliance requirements, risk management protocols, and fee structures, all within the framework of Canadian securities laws and regulations. It must comply with federal legislation, provincial securities acts, IIROC requirements, and other applicable regulations. The agreement is particularly important in the context of Canadian markets where securities regulation operates under a passport system with provincial oversight while maintaining national consistency through instruments and policies.

1. Parties: Identification of the executing broker and the client, including full legal names and addresses

2. Background: Context of the agreement, including the broker's regulatory status and the client's desire to engage the broker's services

3. Definitions: Key terms used throughout the agreement, including technical trading terms and regulatory references

4. Scope of Services: Detailed description of execution services to be provided, including trading venues and types of securities covered

5. Regulatory Compliance: Obligations of both parties to comply with applicable laws, regulations, and market rules

6. Orders and Execution: Process for placing, accepting, and executing orders, including best execution obligations

7. Fees and Commissions: Structure and calculation of execution fees, commissions, and other charges

8. Settlement and Clearing: Procedures for trade settlement, including timing and obligations of each party

9. Representations and Warranties: Standard declarations by both parties regarding authority, capacity, and regulatory status

10. Client Obligations: Client's responsibilities including providing information and maintaining necessary authorizations

11. Broker Obligations: Broker's duties including standard of service and regulatory compliance

12. Risk Disclosure: Disclosure of trading and market risks

13. Confidentiality: Protection and handling of confidential information and trade data

14. Term and Termination: Duration of agreement and circumstances for termination

15. Liability and Indemnification: Allocation of risks and responsibilities between parties

16. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment