INTRODUCING PARTNERSHIP AGREEMENT
This INTRODUCING
PARTNERSHIP AGREEMENT (hereinafter referred to as the “Agreement”)
is made on [●]
2025 by and between:
White Square
Partners L.L.C - FZ, a legal entity duly established in accordance with the
laws of the Meydan Free Zone (UAE), with its registered address at: Meydan
Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates, license No. 2305893.01, hereinafter
referred to as the “Consultant”, on the one hand, and
[●], [an individual resident of the United Arab
Emirates, holding passport number: [●], Emirates ID number: [●], visa status: [●], date of birth: [●]] / [a company
duly incorporated under the laws of the United Arab Emirates, with company
registration number: [●],
registered address: [●]],
hereinafter referred to as the “Introducer”, on the other hand,Hereinafter collectively referred to as the “Parties”, and
separately as the “Party”.
WHEREAS:
A. The Introducer, is engaged in the principal business of
providing wealth management and consultancy services to his clients.
B. The Consultant is duly licensed to provide
one or more of the following services: corporate services, including, but not
limited to companies’ administration, visa support services, advisory on tax
and accounting; inheritance, legalization, as well as management consultancy
services, including
advisory on legal procedures and wealth structuring (collectively
referred to as the “Consultancy Services”).
C. The Introducer agrees to provide
introduction services to the Consultant in consideration of a fee, by
introducing potential Clients with whom the Consultant subsequently enters into
a paid agreement for the provision of Consultancy Services (hereinafter
referred to as the “Introduction Services”, “Client(s)”, and “Client
Agreement(s)”, respectively).
NOW, THEREFORE, for the reason recited above, and in consideration of
the mutual covenants and promises contained herein, the Parties agree as
follows:
1. Subject
of the Agreement
1.1. The Introducer shall provide Introduction Services to the
Consultant in consideration of a fee (the “Introducer’s Fee”) payable by
the Consultant in accordance with the terms of this Agreement.
1.2. As part of the Introduction Services, the Introducer
shall provide the Consultant with the Client’s contact details, including but
not limited to email address, instant messaging handle, online video
conferencing details, or other electronic communication means, and shall assist
the Consultant in entering into the Client Agreement.
1.3. For the avoidance of doubt, the Introducer shall not
be entitled to any Introducer’s Fee in respect of any Client who is, or was
prior to the introduction, an existing Client of the Consultant or had already been in direct communication with the Consultant
regarding the provision of Consultancy Services.
1.4. The Introducer acknowledges and agrees to be bound by
all terms and conditions of the Agreement.
2. The
Introducer’s Fee
2.1.
The
Introducer’s Fee shall be calculated in respect of each Client Agreement entered into between the Consultant and the Client as
follows, based on the reward model selected by the Introducer:
Model
1 – One-time Fee:
[Introducer’s
Fee = Net Commission Income * 30%], but not exceeding USD 10,000 (ten
thousand United States dollars) per Client.
This
one-time fee shall apply only to the first transaction for each Client (i.e., the first payment for Consultancy Services made by the Client) .
No further fees shall be payable in respect of any subsequent transactions with
the same Client under Model 1.
Model
2 – Annual Commission-Based Fee:
[Introducer’s Fee = Net Commission Income
* 15%], calculated in respect of all transactions concluded
with the Client for a period of one (1) year from the date of execution of the
Agreement between the Introducer and the Consultant.
where Net Commision
Income shall mean the total amount of fees actually paid by the Client to
the Consultant for the provision of the Consultancy Services as stipulated in
the applicable Client Agreement(s), exclusive of any taxes, disbursements,
direct or any other expenses and costs related to the provision of the
Consultancy Services.
If the total Net Commission Income received by the
Consultant from all Clients introduced by the Introducer under Model 2 in the
calendar year exceeds USD 200,000 (two hundred thousand United States dollars),
the Introducer shall be entitled to an annual bonus equal to 2% (two percent)
of the portion of the Net Commission Income that exceeds USD 200,000, payable
only after the end of the relevant calendar year.
2.2.
The
Introducer’s Fee as calculated in accordance with this clause, shall be deemed
inclusive of all applicable taxes, including but not limited to withholding
tax, income tax, value added tax, indirect tax, transaction-based tax (e.g.,
sales tax), or any other similar taxes, regardless of the taxing jurisdiction.
2.3.
The
Consultant shall pay the Introducer’s fee, within thirty (30) calendar days from
the date of receipt of full payment from the Client in accordance with the
relevant Client Agreement(s). The Introducer’s Fee shall be calculated based on
the actual amount credited to the Consultant’s account.
2.4.
In
addition to any other fees payable under this Agreement, the Introducer shall
be entitled to receive a network fee equal to 10% of the commissions earned by another
partner under their respective Client Agreements, provided that such
commissions arise from transactions concluded within 12 (twelve) months from
the date of execution of that partner’s introducing partnership agreement with
the Consultant. This network fee is intended to incentivize
cooperation and referral between partners within the network.
2.5.
The
Introducer’s Fee under Model 2 shall be payable by the Consultant in respect of
all Client Agreements entered into within of one (1) year starting from the
date of execution of the Agreement, unless otherwise agreed by the Parties in
writing.
2.6.
The
Introducer’s Fee shall be denominated and paid by the Consultant in the Emirati
Dirhams (AED), unless otherwise agreed by the Parties in writing.
2.7.
The
Introducer’s Fee shall be paid upon submisstion of a
report and/or tax invoice in accordance with the terms of this Agreement to the
bank account designated by the Introducer, or to any other bank account
subsequently communicated by the Introducer in writing, including via an
addendum, schedule, or other document forming part of this Agreement.
2.8.
A
payment shall be deemed completed once the invoiced
amount has been debited from the Consultant’s designated bank account.
2.9.
Each
Party shall bear its own bank charges incurred as a result of
payments made under this Agreement. Specifically, the Consultant shall be
responsible for any charges imposed by its bank for outgoing payments, and the
Introducer shall be responsible for any charges imposed by its bank for
incoming payments. This ensures that each Party only bears the direct costs
associated with its own banking transactions, and not those incurred by the
other Party.
2.10. In the event that the payment is not processed by the banks involved in
the transfer of the payment to the Introducer due to reasons beyond the
Consultant’s control, the Consultant shall not be deemed in breach of its
payment obligations provided that it initiates a
second or subsequent payment within five (5) business days after being notified
of the failed transaction.
2.11. The Consultant agrees to promptly notify the
Introducer of any issues related to the processing of the Introducer’s Fee
which are outside of the Consultant’s control, along with the actions being
taken to resolve such issues.
2.12. The Introducer’s Fee may be subject to review on an annual basis. In
exceptional circumstances, it may be reviewed earlier upon mutual agreement of
the Parties. Any such review shall apply only to services provided after the
effective date of the change and shall not affect any fees relating to services
already rendered.
2.13. The Consultant may amend this Agreement, including
fees and terms, by providing the Introducer with at least 30 (thirty) days’
prior notice. Continued performance by the Introducer after such period, shall
constitute acceptance of the amendments.
3. Duties of the Parties
3.1. The Parties undertake to:
(i)
Ensure
the confidentiality of the terms of the Agreement, annexes to it and other
information that is deemed confidential under this Agreement.
(ii)
Provide
timely and accurate information as necessary for the effective execution of
cooperative activities agreed upon.
(iii) Inform each other immediately about the difficulties that may lead to
non-fulfillment of this Agreement as a whole or its individual terms.
3.2. The Introducer shall provide comprehensive and
truthful information regarding the Client, including details necessary for Know
Your Customer (“KYC”) compliance. This information shall be provided promptly
to enable the Consultant to comply with all applicable laws and regulatory
requirements concerning Client identification and verification.
3.3. If the Introducer is aware of any international
sanctions, restrictions, or regulatory concerns pertaining to the Client, such
information must be disclosed explicitly and proactively to the Consultant without
any specific request. This disclosure shall be made as soon as possible to
ensure compliance with applicable laws and regulations, and to facilitate
informed decision-making regarding the acceptance of the Client.
3.4. The obligation to provide information as set forth in
this clause is ongoing. The Introducer shall promptly update the Consultant of
any changes or newly discovered information regarding the Client that may impact the Consultant’s willingness or ability to engage in
business with the Client.
3.6. All client information shared under this clause shall
be subject to the confidentiality and data protection provisions of this
Agreement. Each Party shall take all necessary measures to safeguard personal
data and shall not disclose such information except as required for the
performance of this Agreement or as required by law.
3.7. Each Party shall be solely responsible for the payment
of all taxes, levies, duties, and other governmental charges imposed on its
income, profits, or revenue arising from activities under this Agreement. Each
Party agrees to comply with all relevant tax laws and regulations applicable to
its respective business operations and the execution of its responsibilities
within this Agreement.
4. Information Provision about the Clients
4.1. The Introducer shall provide the Consultant with the
relevant information about the Client.
4.2. The Introduction Services shall be deemed successful
when the Introducer identifies and directs a Client to the Consultant,
resulting in the conclusion of the Client Agreement between the Consultant and
the Client for the provision of the Consultancy Services.
4.3. The Consultant shall notify the Introducer of the conclusion
of any Client Agreement with a Client introduced by the Introducer, subject to
the Client’s prior consent. If consent is not given, the Consultant may provide
the Introducer with anonymised information regarding
the Client Agreement to ensure that the identity and any personal data of the
Client remain confidential and undisclosed.
4.4. The Consultant reserves the right, without obligation
to provide reasons, to refuse to onboard the Client referred by the Introducer
or to decline the provision of the Consultancy Services to the Client if:
(i)
at the
Consultant’s sole discretion, such engagement is considered economically
unprofitable or financially infeasible;
(ii)
there
are any regulatory compliance concerns that may affect the Consultant’s ability
to conduct business with the Client;
(iii) the Consultant deems itself unable to fulfill the
order properly due to operational limitations or if the service requirements
are beyond the scope of the Consultant’s business model and capabilities;
(iv) any other reason that the Consultant deems appropriate
for refusal to onboard the Client or to discontinue
the provision of Consultancy Services;
(v) following the onboarding of the Client and/or the
provision of initial Consultancy Services, the Party may also decide not to
provide any new services to the Client for any of the
aforementioned reasons;
(vi) the Client is, or was prior to the introduction, an
existing Client of the Consultant or had already been in direct communication
with the Consultant regarding the provision of Consultancy Services.
4.5. The exercise of the right of refusal as stipulated
herein shall not result in the application of any sanctions or penalties
against the Consultant.
4.6. Upon deciding to exercise the right of refusal, the
Consultant shall promptly inform the Introducer of the decision.
5. Warranties
5.1. Each of the Parties assures the other Party that at
the conclusion and at every moment during the term of this Agreement:
(i)
The
Party possesses all necessary legal rights and powers to conduct its business
activities, including the ability to enter into this Agreement and to carry out
the transactions contemplated hereby.
(ii)
The
Party has secured all internal authorizations and consents, as well as all
necessary approvals, licenses, and permissions from relevant authorities or
organizations required to lawfully execute this Agreement and to perform its
duties and obligations under the terms of this Agreement.
(iii) The individual executing this Agreement on behalf of
the Party is properly authorized to do so and bind the Party to the terms and
conditions herein.
(iv) The obligations under this Agreement are legal, valid,
binding, and enforceable in accordance with their terms under applicable law.
(v) The Party shall comply with all laws and regulations
applicable to its obligations under this Agreement, including but not limited
to those concerning Introduction Services, privacy, and data protection.
(vi) The Party warrants that, to the best of its knowledge,
there is no outstanding contract, commitment, or agreement to which it is a Party
that conflicts with the terms of this Agreement or that would impede the
fulfillment of its obligations hereunder.
(vii) The Party confirms that all information provided to
the other Party in the context of this Agreement, including but not limited to Client
introduction, is accurate, complete, and not misleading.The Party assures that there are no legal
encumbrances or third-party rights that would adversely affect the execution of
its obligations under this Agreement.
(viii) The Party warrants that any Clients referred under
this Agreement will be done so in good faith and with a reasonable belief that
the referred Clients have a genuine need for and interest in the services
provided by the receiving Party.
5.2. Providing the above warranties, each of the Parties
acknowledges that the other Party is relying on them when entering this
Agreement and will continue relying on them in the course of
performance hereof.
6. Liability of the Parties
6.1. The Parties acknowledge and agree that they are
independent contractors. Nothing in this Agreement shall be construed as
creating any partnership, joint venture, agency, or employment relationship
between them. The Introducer is not authorized to represent, bind, or act on
behalf of the Consultant in any manner, and shall not
create the impression of having such authority. The Introducer shall not make
or enter into any agreements, commitments, or incur any liability on behalf of
the Consultant, including in relation to the Consultancy Services, nor shall
the Introducer negotiate any terms for the provision of such services with
Clients.
6.2. During the term of this Agreement and for a period of
12 (twelve) months from the date of execution of the relevant Client Agreement
with any Client introduced under this Agreement, the Introducer shall not,
without the prior written consent of the Consultant, directly or indirectly
offer, promote, or provide services similar to the Consultancy Services to any
Client introduced under this Agreement, nor engage in any competing business
that could reasonably be deemed to conflict with the interests of the
Consultant.
6.3. The Consultant acknowledges and agrees that the
Introducer shall not be liable for any non-performance, improper performance,
or failure by a Client to meet its obligations under the Client Agreement.
6.4. In the event that, during the provision of the Consultancy Services,
the Client requests and receives a refund for reasons beyond the Consultant’s
control, the Introducer shall be obliged to return the Introducer’s Fee upon
the first request.
(i)
If the Client terminates provision of the Consultancy Services before the
start of performance, the Introducer’s Fee shall be returned in full.
(ii)
If the Client terminates provision of the Consultancy Services during the performance,
the Introducer’s Fee shall be returned prorated in relation to the scope of the
Consultancy Services actually performed.
6.5. Nothing in this clause 6 shall limit the liability of
the Introducer in the event of misrepresentation, willful misconduct, or
negligence in the performance of the Introduction Services.
6.6. The Consultant acknowledges and agrees that the
Introducer shall not, under any circumstances, be held liable to the Client or
third party for any act or omission of the Consultant or for any consequences
arising therefrom, including but not limited to: direct or indirect losses,
lost profits, loss of data, goodwill, opportunity, or any incidental,
consequential, or punitive damages, whether in contract, tort (including
negligence), strict liability, or otherwise.
6.7. The Consultant shall indemnify the Introducer from and
against any and all liabilities, losses, damages,
penalties, claims, judgments, costs, and expenses (including reasonable legal
fees) arising directly or indirectly from, or in connection with, the provision
of the Consultancy Services by the Consultant to any Client, including any
third-party claims related thereto.
6.8. Each Party shall act in good faith and deal fairly
with the other Party in the performance of its obligations under this Agreement, and shall refrain from any conduct that would
unreasonably interfere with or impair the rights of the other Party.
6.9. The Consultant shall have the right to monitor
transactions to prevent fraud and manipulation. The Introducer must not engage
in or support manipulative practices. Suspected abuses may lead to suspension
of fees or termination of this Agreement.
7. Notices
7.1. The Parties acknowledge and agree that any form of
electronic communication, including but not limited to email, instant
messaging, online video calls, or other electronic means, shall be considered
valid and constitute official correspondence under this Agreement. The
transmission of original hard-copy documents following electronic communication
shall not be required for such communication to be effective or legally
binding. Electronic copies shall carry the same legal force and effect as
original documents for the purposes of this Agreement.
7.2. Unless otherwise agreed in writing by the Parties, all
notices under this Agreement shall be delivered using the contact details
designated by each Party as follows:
The Consultant:
White Square
Partners L.L.C - FZ
Address: Meydan
Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates,
with its principal address at Office 2003, 20 floor, Anantara Downtown Business
Tower, Business Bay, Dubai, United Arab Emirates
Telephone No.: +97145400900
E-mail: introducers@whitesquarepartners.com
Attention: Vadim
Absaliamov, Manager
The Introducer:
Address: [●]
Telephone No.: [●]
E-mail: [●]
Attention: [●]
7.3. A notice shall be deemed duly delivered
and received as follows:
(i)
By
certified or registered mail (or airmail, if sent internationally), or any
equivalent service with return receipt requested – on the date of actual
delivery or the date on which delivery is first attempted, or
(iii) If the notice is deemed delivered under (i) or (ii) on a day that is not a business day at the
recipient’s location, or after close of business on a business day, it shall be
deemed received on the next business day.
8. Privacy
8.1. Each Party agrees
to maintain the confidentiality of all information that:
(i)
is
marked as “Confidential”;
(ii)
is
confidential in nature or would reasonably be understood to be confidential; or
(iii)
is
disclosed in connection with this Agreement and intended
solely for the receiving Party.
8.2. Confidential
information shall not be disclosed to any third party without the prior written
consent of the other Party and shall be protected for the duration of this
Agreement and for a period of two (2) years following its termination.
8.3. The Parties have the right
to disclose such information:
(i)
to the Parties’
employees;
(ii)
to the
Parties’ consultants or third parties engaged by the Party to perform the
Agreement with the Parties’ consent; and/or
(iii) to any other third parties
with the other Parties’ consent,
in any case provided that a confidentiality and
non-disclosure Agreement was concluded with a respective receiving Party.
8.4. The Parties are not
responsible for the disclosure of such information:
(i)
which is publicly available;
(ii)
to the extent that such information is required to
be disclosed by applicable law or at the request of government authorities or
banks, provided that in making such disclosure the Parties shall take all
reasonable steps to limit such disclosure and to prevent further disclosure of
such information;
(iii) which was already known to
the Party before receiving it from the other Party; or
(iv) to the extent such information
will be used to assist the Party in defending against any suit or proceeding
pending or brought against the other Party.
9. Term and
Termination
9.1. This Agreement
shall commence on the effective date and shall remain in force for an initial
term of one (1) year. Thereafter, it shall automatically renew for successive
one (1) year periods unless either Party provides the other Party with written
notice of its intention not to renew at least one (1) month prior to the
expiration of the then-current term.
9.2. Either Party may
terminate this Agreement unilaterally at any time by providing the other Party
with written notice of termination. Such notice must be given at least fifteen
(15) calendar days prior to the intended date of termination.
9.3. Termination of this
Agreement for any reason shall not release the Parties from any liability or
obligation that at the time of termination has already accrued or which is
attributable to a period prior to termination, nor affect in any way the
survival of any right, duty or obligation of the Parties which is expressly
stated elsewhere in this Agreement to survive termination.
9.4. Specifically, upon
termination, both Parties shall retain their obligations to pay the
Introduction Fee that is accrued or will accrue for the Clients obtained prior
to the notice of termination, according to the terms set forth in this
Agreement. The obligation to pay the Introduction Fee shall survive the
termination of this Agreement and shall be payable in accordance with the terms
herein for any transactions concluded within the time frame previously agreed
upon.
9.5. Termination of this
Agreement shall not affect the signing of contracts or completion of
transactions with the Client already initiated prior to the date of
termination, and such transactions shall be completed in accordance with the
terms of this Agreement, which terms shall continue to apply to such
transactions to the extent necessary to ensure their proper completion.
10. Governing Law and Dispute
Resolution
10.1. This Agreement and
any non-contractual obligations hereunder or in connection therewith shall be
governed by and construed in accordance with the laws of the laws of Dubai, the
UAE.
10.2. Any dispute,
disagreement or claim arising out of this Agreement, including any questions
regarding its existence, validity, termination, interpretation, as well as
performance or non-performance under this Agreement, shall be referred to, and
finally resolved by arbitration in accordance with the provisions set forth
under the Dubai International Arbitration Centre Arbitration Rules (the
“Rules”). The seat of arbitration shall be Dubai, the UAE. There shall be one
arbitrator appointed under the Rules. The arbitration proceedings shall be
conducted, and the award shall be rendered, in the English language.
11. Miscellaneous
11.1. This Agreement
constitutes the entire agreement between the Parties with respect to its
subject matter and may not be amended except by written agreement signed by the
two Parties hereto.
11.2. Headings used in
this Agreement are for the purpose of easy reference to the clauses herein only
and shall not affect its interpretation.
11.3. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of this Agreement by electronic
means, including by email in portable document format (PDF), shall be equally
effective as delivery of a manually executed original.
IN WITNESS WHEREOF the Parties have executed this Agreement on the above
indicated date in two (2) counterparts of equal legal effect, with one
counterpart for each Party.
Details and signatures of the Parties
|
The Consultant _____________________/_______________ |
The Introducer ________________/__________________ |
