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The Broker Dealer Agreement serves as the primary contractual framework for establishing and governing relationships between licensed broker-dealers and their clients in the Netherlands. This document is essential when a financial institution provides brokerage, dealing, or related investment services under Dutch regulatory supervision. It incorporates mandatory requirements from the Dutch Financial Supervision Act (Wft), MiFID II, and other applicable EU regulations, while addressing operational aspects such as order execution, client asset protection, and fee arrangements. The agreement is designed to comply with Dutch and EU regulatory requirements while providing flexibility to accommodate various types of financial services and client classifications. It includes specific provisions for client protection, regulatory reporting, risk disclosures, and compliance obligations that are particular to the Dutch financial services regulatory framework.

1. Parties: Identification of the broker-dealer and the client, including regulatory status and contact details

2. Background: Context of the agreement and brief description of the services to be provided

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of broker-dealer services to be provided

5. Regulatory Compliance: Obligations regarding compliance with applicable laws and regulations

6. Client Classification: Classification of the client under MiFID II and associated obligations

7. Orders and Execution: Process for placing, executing, and settling orders

8. Fees and Commissions: Payment terms, fee structure, and commission arrangements

9. Client Money and Assets: Handling and protection of client funds and securities

10. Representations and Warranties: Standard and regulatory-specific representations by both parties

11. Risk Disclosures: Mandatory risk warnings and disclosures

12. Reporting and Communications: Requirements for transaction reporting, confirmations, and other communications

13. Confidentiality: Confidentiality obligations and permitted disclosures

14. Data Protection: GDPR compliance and data processing terms

15. Liability and Indemnification: Limitation of liability and indemnification provisions

16. Term and Termination: Duration of agreement and termination provisions

17. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction for disputes

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