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The Broker Dealer Selling Agreement is a crucial document in South Africa's financial services industry, used when a financial product provider wishes to authorize a broker-dealer to distribute or sell their financial products. This agreement is essential for establishing compliant distribution channels in South Africa's regulated financial markets. It must align with the Financial Advisory and Intermediary Services Act (FAIS), the Financial Markets Act, and other relevant financial sector regulations. The agreement covers key aspects such as licensing requirements, commission structures, compliance obligations, risk management, and client protection measures. It's particularly important given South Africa's sophisticated financial markets and strict regulatory environment, which requires careful attention to consumer protection and market conduct requirements.

1. Parties: Identification of the contracting parties - the broker-dealer and the product provider

2. Background: Context of the agreement and brief description of the parties' business activities

3. Definitions: Detailed definitions of terms used throughout the agreement, including regulatory terms

4. Appointment and Scope: Terms of appointment of the broker-dealer and scope of authorized activities

5. Regulatory Compliance: Obligations regarding FAIS Act, Financial Markets Act, and other applicable regulations

6. Licensing and Registration: Requirements for maintaining necessary licenses and registrations

7. Duties and Obligations: Specific responsibilities of the broker-dealer in selling and marketing products

8. Compensation: Commission structure, payment terms, and fee arrangements

9. Client Onboarding: Requirements for client documentation, KYC, and FICA compliance

10. Reporting Requirements: Regular reporting obligations and record-keeping requirements

11. Representations and Warranties: Standard and specific warranties from both parties

12. Confidentiality: Protection of confidential information and trade secrets

13. Data Protection: POPIA compliance and data handling requirements

14. Risk and Liability: Risk allocation, indemnification, and limitation of liability

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

16. Post-Termination Obligations: Obligations that survive termination of the agreement

17. General Provisions: Standard boilerplate clauses including notices, governing law, etc.