Appendix 2 (v. 19.07.2013) PARTNERSHIP AGREEMENT 1. 1.1.

GENERAL PROVISIONS This Partnership Agreement (Agreement) shall define the conditions and procedure for cooperation between Introducing Brokers and EXNESS LIMITED (Company).

2. CLIENT RELATIONSHIPS 2.1. The Introducing Broker may: a. provide prospective Clients with marketing materials and links to those areas of the Companys website that are not password protected; b. use the Companys name and trademark and advertise services provided by the Company solely for the purpose of fulfilling its obligations under this Agreement. 2.2. The Introducing Broker may not give Clients written or oral recommendations on the Companys behalf or pay personal visits to prospective Clients. 2.3. The Company retains the right to refuse registration to any Client signed by the Introducing Broker. 2.4. The Introducing Broker vouches for the authenticity and legal force of all orders, documents, certificates and signatures relating to trading accounts and Client transactions. 2.5. The Parties confirm that the Company simply executes Client orders and bears no liability for any additional services provided to Clients by the Introducing Broker. 3. 3.1. 3.2. 4. 4.1. 4.2. a. b. c. d. 4.3. 4.4. PROTECTION OF PERSONAL INFORMATION The Introducing Broker undertakes to observe all provisions of laws regulating the protection of personal information for the purpose of conscientiously fulfilling its obligations under this Agreement. The Introducing Broker undertakes to compensate the Company for any losses arising as the result of its violation of the provisions of laws regulating the protection of personal information. INTELLECTUAL PROPERTY RIGHTS In case of doubtful non-trading operations the Company shall be obliged to make a decision regarding further measures in the case of the Client and his/her/its non-trading operation. The Company gives the Introducing Broker the non-exclusive, non-transferrable right to use the Companys name and trademark for free for the duration of this Agreement so that the Introducing Broker may fulfil its obligations under this Agreement, subject to the following: The Introducing Broker may not call into question or dispute the Companys right to its name and trademark; The Introducing Broker may not perform any actions that may damage the Companys business reputation, image or trademark; The Introducing Broker undertakes to observe the norms of existing legislation and customary business practices regarding the protection of intellectual property rights and to cooperate with the Company to protect such rights; The Introducing Broker undertakes to inform the Company in writing of all instances known to it in which the Companys right to its name and trademark are disputed or violated. The Introducing Broker undertakes to compensate the Company for any loss arising as the result of the Introducing Brokers use of the Companys name and trademark for purposes other than the fulfilling of its obligations under this Agreement. The Introducing Broker recognizes that the Company holds all rights to the Companys intellectual property, and that all intangible assets related to the Companys name and trademark and created as the result of the performance of this Agreement or by other means are the property of the Company.

5. 5.1. a. b. c. d. e.

INTRODUCING BROKERS OBLIGATIONS The Introducing broker undertakes to: not accept money from Clients on behalf of or for the benefit of the Company; not make changes to the Client Agreement concluded between the Company and Clients; represent the Companys interests; upon Company request, distribute printed and promotional materials to existing and prospective Clients; observe all conditions stipulated by the Company regarding the Introducing Brokers observation of obligations under this Agreement; f. cooperate with the Company to review complaints by Clients signed by the Introducing Broker; g. not use false advertising or false methods for attracting new Clients online, launching the search engine and leading the search engine users astray, including but, not limited to, knowingly falsely redirecting users to a different website on the Internet; h. not publish advertisement-like information on websites which contain or link to websites that violate the rules of law, ethics, and mortality; i. not use malicious software with pop-up advertisements, or advertisement-like mailings to email addresses without consent to receive said mailings; j. not use the words "exness", or alternate versions thereof as the key words for advertising agent links in search engines and contextual or banner advertising systems, or for advertising using paid links;
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Appendix 2 (v. 19.07.2013) k. not publish advertisements with incorrect information about the services offered or intentional nondisclosure of the risks to the Client. 6. 6.1. a. b. c. 7. 7.1. 7.2. 7.3. 7.4. 7.5. 7.6. 7.7. COMPANYS OBLIGATIONS The Company undertakes to: fulfil its obligations under this Agreement in good faith; pay for the services of the Introducing Broker in accordance with Chapter 1 of this Agreement; save information about all Client transactions. PAYMENT For services rendered under this Agreement, the Broker shall be paid a commission on each transaction by a signed Client. Subject to the account type of the signed Client, commissions can be grouped to the following categories: spread interest, transaction commission interest, and opening volume fixed commission. Spread interest is calculated using the following formula: Commission = commission rateI * average spread * point value Average spread = (opening spread + closing spread)/2. If one of the spread values (opening spread or closing spread) differs from the other by more than 30%, then the average spread is calculated using the following formula: Average spread=(lesser spread+lesser spread*1.3)/2 Interest rate on CFD for currency pair depends on the following formula: Rate = partner coefficientI * rate amount of a particular transactionI. Interest rate on CFD for futures depends on the following formula: Rate = partner coefficient * lot * rate amount of a particular transaction. Opening volume fixed commission is calculated using the following formula: Commission = USD trading volume * USD commission amountI * USD to deposit currency exchange rate/1000000. The amount of the contract as well as the rate amount is found in the section "Contract specifications" on the Company's official website. The rate amount varies depending on the type of financial instrument and the type of the Customer's trading account. The Introducing broker rate is paid out for first level Clients (engaged by Introducing brokers) and second level Clients (engaged by first level Clients) The second level rate is paid only for the types of financial tools for which the rate is added from the spread, and not from the volumes of openings or as interest rate for the transaction levied by the Company. The Company retains the right to reduce the commission in the event that the cost of hedging risks associated with one or more Clients transactions increases. If the auto-referral activity (that is when Introducing Broker get commissions from trading operations carried on trading accounts by direct or circumstantial evidence controlled by the Introducing Broker) will be revealed by the employees of the Company, responsible for overseeing the activities of the Introducing Broker, the commission size of Introducing Broker can be decreased by the Company down to 0%. Commissions will not be paid or will be annulled in the following circumstances: The Client performs illegal actions using a bank card; If the Clients trading account has a negative balance after the position is closed; In case partner/IB account or attracted client account is blocked or placed in the archive in a manner required by Chapters 8, 9 of the General business terms; when the rate amount to be paid is less than 0.01 of unit of currency of the Introducing broker's trading account; The results of Client transactions are cancelled because they were executed at non-market quotations. When the restrictions are removed from a Clients trading account, commission payments to the Introducing Broker shall resume. Commissions shall be paid in a manner that is convenient for the Introducing Broker. In exceptional cases, the Company retains the right to select the method by which commissions are paid. The Introducing Broker undertakes to pay all tax and other mandatory payments. REGIONAL OFFICE Introducing Brokers may open regional offices after receiving a written consent of the Company. Introducing Brokers intending to open regional offices should provide the Company with the following documents: a business plan, a lease agreement or letter of intent to lease office space; a certificate of state registration of a legal entity or individual entrepreneur; a certificate of registration with the local tax authority; the resolution by the founders approving the conclusion of agent contracts. The list of documents in paragraph 8.2 of this Agreement is not exhaustive; additional documents may be required at the Companys discretion. The provisions of this Agreement shall apply to Introducing Brokers opening regional offices. In addition to the rights specified in paragraph 2.1 of this Agreement, Introducing Brokers opening regional offices shall have the following rights:
The listed information is available in Partnership section of the Personal Area. 2

7.8.

7.9. 7.10.

7.11. a. b. c. d. e. 7.12. 7.13. 7.14. 8. 8.1. 8.2.

8.3. 8.4. 8.5.

Appendix 2 (v. 19.07.2013) a. to provide prospective Clients with consultations; b. to facilitate the conclusion of Client Agreements between the Company and Clients and render other intermediary services; c. to organize training courses and other events not directly related to the Company-Client relationship, on their own behalf and at their own expense; d. to develop and use Company presentation materials with advance consent from the Company in the form of email; e. to independently plan and carry out advertising campaigns in their region, provided that they obtain advance consent from the Company by email for the ad campaign plan and all sample promotional materials; f. to request the development of presentation materials in electronic or print format. The Company retains the right to decide on the practicality, volume and type of materials provided; g. to rely on information support by the Company, receive timely information about events, special offers and Company news, and publish information about their services on the Company site. 8.6. Compensation of regional representatives replaces any other type of payment, including commissions under other agreements concluded between the Introducing Broker and the Company. The amount of compensation is calculated using the following formula, regardless of the financial instrument: Commission = commission rateI * average spread * pip value; Average spread= (opening spread+closing spread)/2. 9. 9.1. GUARANTEES The Company guarantees the maintenance of the partnership and the payment of commissions for signed Clients, except in the following circumstances: a. when the Client and Introducing Broker are the same person/entity; b. when the Client files a request to change representative accounts, indicating that the Client does not wish to continue using the services of the Introducing Broker. 9.2. The Introducing Broker guarantees that it will provide the Company with all necessary information and documents about services rendered under this Agreement. 10. CONFIDENTIALITY 10.1. The Parties undertake to hold in confidence all information (both written and oral) that becomes known to the Parties in connection with their performance of this Agreement, both for the duration of the Agreement and after its termination. 10.2. For the purposes of this Agreement, writing is defined as handwritten or typed text that is sent or received by mail, email or fax. 10.3. In the event of the termination of the Introducing Broker's status, the Introducing Broker shall cease using confidential information which has become known to him or her through the performance of this Agreement. 11. 11.1. a. b. 11.2. 11.3. 11.4. AMENDMENTS AND TERMINATION The Company will terminate the Introducing Broker's status for the following reasons: if the Introducing Broker violates the conditions of this Agreement; if the Company has cause to believe that the Introducing Broker is not putting enough effort into promoting the Company's services. In the event of the termination of the Introducing Broker's status, the Parties shall perform their obligations which existed before the termination of said status in regards to the Clients signed-up by the Introducing Broker. Termination of the Introducing Broker's status shall not preclude the Company from subsequently entering into contractual relationships with Clients signed-up by the Introducing Broker. In the event of the termination of the Introducing Broker's status, the Company shall pay commission for all Clients signed-up before its termination, excluding the instances directly provided for by this Agreement. Beginning the day of the termination of the Introducing Broker's status, the commission shall be paid in the amounts in effect at the time of the termination of the Introducing Broker's status. The Introducing Broker shall lose his or her right to use the Company's name and trademark following the termination of the Introducing Broker's status.

11.5.

The listed information is available in Partnership section of the Personal Area.