Common use of M iscellaneous Clause in Contracts

M iscellaneous. 9.1 This Agreement shall be governed by the laws of the Commonwealth of Kentucky. 9.2 Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture or agency relationship between the parties or cause PCS to be responsible in any way for the debts or obligations of the Registered Sales Assistant. The intention of the parties is solely to create an independent contractor relationship with the Registered Sales Assistant of PCS and to provide securities services, subject to this PCS Registered Sales Assistant agreement. 9.3 Sales of securities, variable insurance products, variable annuities and insurance products to the general public by PCS or other Registered Sales Assistants of PCS will not be limited by this Agreement. 9.4 All notices required or permitted hereunder shall be given in writing and delivered personally or sent by United States registered or certified mail, postage prepaid, to the following address: Private Client Services ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Louisville, Kentucky 40206 (▇▇▇) ▇▇▇-▇▇▇▇ 9.5 This contains the entire understanding and Agreement of the Registered Sales Assistant and PCS, and supersedes all prior and contemporaneous Agreements or understandings, inducements, or conditions, expressed or implied, written or oral, between the Registered Sales Assistant and PCS and may be modified only in writing by PCS. The Registered Sales Assistant agrees that PCS may unilaterally change, amend or modify this Agreement at any time. If any of its provisions are held unenforceable, the remaining provisions shall not be invalidated. This may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and same instrument. It shall not be necessary to make proof of but one such counterpart in any court of law having jurisdiction with regard to this Agreement or any dispute arising pursuant hereto. 9.6 Any dispute or claim over the performance or interpretation of this Agreement that cannot be resolved by mutual consent of the parties shall be submitted subject to approval by PCS to be subjected to arbitration under the rules and procedures of the American Arbitration Association ("AAA") or otherwise all actions shall be brought in a court located in Louisville, Kentucky. This Agreement shall be governed by and constructed in accordance with the laws of the Commonwealth of Kentucky without regard to the rules of conflict of laws of any other jurisdiction. 9.7 Subject to applicable law, each party agrees to provide the other with information necessary to perform their responsibilities pursuant to this Agreement. 9.8 This Agreement shall be kept confidential by the Registered Sales Assistant and the provisions of it shall not be shared with anyone other than legal counsel or in the event required to do so by law or per the terms of this Agreement. 9.9 Any delay or failure by PCS to exercise any right, power, remedy, or privilege herein contained, or now or hereafter existing under any applicable statue or law, shall not be a waiver to such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege. 9.10 This Agreement when changed, modified, or amended by PCS shall be immediate unless otherwise provided for by PCS in such notice to the Registered Sales Assistant. Such modifications shall not be deemed a cancellation of this Agreement. 9.11 The headings preceding the text, articles, and sections hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 9.12 The Registered Sales Assistant acknowledges and represents that the Registered Sales Assistant: a) has had sufficient opportunity to read each provision of this Agreement and understands each provision; b) has had an opportunity to review the Agreement with legal counsel of the Registered Sales Assistant c) is not under duress; and d) is not relying on any representation or promise regarding the subject matter of the Agreement that are not set forth in the Agreement. This Agreement dated , has been accepted by: By: __ Registered Sales Assistant By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer Private Client Services Revised 10.16.2015 Private Client Services runs a background check on every individual affiliated with our Broker Dealer. PCS has contracted with Sterling Talent Solutions, a global leader in background and identity services, to administer these screenings. To complete the background check authorization form, please follow these steps: 1. Copy/paste this URL into your web browser (you will be directed to ▇▇▇▇▇▇▇▇’s secure portal): 2. When prompted, enter your email address and create a password. 3. Review and complete all the required information. "I, , hereby give my consent to Private Client Services to review and verify my registration history/records within the FINRA Central Registration Depository (WebCRD) (if applicable). CRD or SSN Date of Birth (Month/Day) Signature Date Securities and Advisory Products and Services offered through Private Client Services Member FINRA, SIPC and Investment Advisor NetX360 Package 1 Included * □ Access to the Advisor Portal Included * □ * The cost of the technology is covered under your Registered Rep’s weekly technology fee Marketing Pro - Limited $3.50* □ * The cost of the technology will be added to your Registered Rep’s weekly technology fee. Email Address Name Signature Date Registered Rep Name Signature Date Onboarding Coordinator Signature Date Finance Signature Date SOCIAL NETWORKING & WEBSITE DISCLOSURE ☐ ☐ ☐ ☐ I maintain a profile referencing investment products / services through my affiliation with Private Client Services on the following social networking sites: ☐LinkedIn ☐Facebook Twitter ☐Other: _ _ _____ _ Please provide the email address connected to the account: Please provide your Facebook Business page URL:  Social Networking sites other than LinkedIn and Twitter will incur additional fees for archive services. (Check with PCS Compliance for archive rates)  Only Facebook Business Pages may be used (See PCS Social Networking Policy)  Certain State privacy laws prevent PCS from monitoring social networking sites and therefore prevent compliance with FINRA supervisory rules. Social networking in these states must be limited to personal use only. As of the revision date of this disclosure the applicable states are CA, DE, IL and MD. ☐ New Disclosure ☐ Update ☐ ☐ I do not have an affiliation with, or own, any business related website. I am affiliated with the following business related websites: URL: Investment related? ☐Yes ☐No Website hosted by: URL: Investment related? ☐Yes ☐No Website hosted by: URL: Investment related? ☐Yes ☐No Website hosted by: ☐ I agree to submit the applicable website for review via ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or remove any reference to investment products or services within 60 days. I acknowledge that non-compliance with this policy may result in disciplinary action. By signing below, you certify that you have read and understand the PCS Social Networking policy, and you agree to comply with the policy. You also agree to update your social networking and website disclosure when changes occur. If you reside in a restricted State, you acknowledge that any social networking will be limited to non-securities/advisory use. For Internal Use Only – Not to be shown to the public. Updated 12/20/2018 INDEPENDENT RIA OUTSIDE BUSINESS ACTIVITY DISCLOSURE Securities regulations (Finra Rule 3270) requires PCS Registered Representatives to disclose and receive approval of all outside business activities prior to engagement. An independent RIA qualifies as an outside business activity and must be disclosed and approved by the Broker Dealer. For the review to be completed, please fill out all information requested below as well as supply the additional documentation requested at the bottom of this disclosure form. PCS will not approve the RIA activity unless the requested information is supplied prior to, or at the time of this disclosure. Disclosure Type: ☐ New RIA ☐ Update ☐ Cancellation Effective Date: What date was the RIA approved by the SEC? Registration Type: ☐ SEC ☐ State: How many years have you been providing advisory services to clients? How many advisory clients do you currently service? Approx. AUM: Do you hold any position other than as an IAR with this RIA? ☐ Yes ☐ No If yes please provide below: ☐ Financial Planning ☐ Investment Management ☐ SMA (Separately Managed Accounts) TPAM(Third Party Asset Management) ☐ Model Portfolio’s ☐ Portfolio Management Discretion Other: Compensation (Select all that apply): ☐ Advisory Fees (AUM) ☐ Advisory Fees (Hourly Rate) ☐ Salary ☐ Other: ➢ Is there check-writing, trading authority, custody or control authority with your role/duties? ➢ Are you the registered representative on any brokerage side investment accounts for the RIA? ➢ Does the firm use a DBA (fictitious name) for your RIA? ☐ Yes Yes Yes ☐ No No No ➢ Do you understand that you may not ask your clients, other individuals or businesses to invest in your business without prior written approval from PCS? ➢ Website URL: ➢ Are you an owner of this RIA? If so, please provide ownership level: % ➢ Do you intend to solicit other ownership or raise capital for this entity? ➢ Are you subject to any formal or informal agreement or arrangement requiring you to turn over or share securities commissions to this business? ➢ Will the activity of your RIA interfere or compromise your responsibilities to PCS or broker dealer side customers? ➢ Could the RIA activity listed above be viewed by customers or the public as part of PCS business? ➢ Have you received any customer complaints related to your RIA business? ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ▪ Private Client Services’ acknowledgment of your RIA is conditioned upon the requirement that you provide, upon request, complete records pertaining to this business during the course of any compliance audits or other Compliance department inquiry. Records may include financial information. Private Client Services does not render an opinion on the legality of any OBA. ▪ The undersigned registered person agrees to indemnify and hold Private Client Services, its officers, partners, employees, and associated persons harmless from and against any and all losses, liabilities, claims, damages, and expenses whatsoever (including reasonable attorney fees), arising out of any regulatory action, civil litigation, proceeding, or dispute of any kind relating in any way to the acts or omissions of the registered person while performing the functions and responsibilities of the RIA, without limitation as to amount or insurance coverage. ▪ The undersigned registered person agrees that he or she may not recommend, solicit, introduce, or in any way facilitate the investment of any individual or entity into this RIA without the written pre-approved of Private Client Services. The following information has either been submitted to PCS compliance (▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇), or is attached to this disclosure: ☐ RIA Procedures Manual ADV Part 2A (with supplements) ADV Part 2B Model Tear Sheets / Model Descriptions ☐ ☐ ☐ ☐ Client Engagement Agreement Discretion Agreement Business Continuity Plan (Disaster) List of Outside Money Managers / TPAMs ☐ ☐ ☐ ☐ Client Risk Profile Privacy Notice Sample QPR (Performance) Customer Complaints

M iscellaneous. 9.1 This Agreement shall be governed by the laws of the Commonwealth of Kentucky. 9.2 Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture or agency relationship between the parties or cause PCS to be responsible in any way for the debts or obligations of the Registered Sales AssistantRepresentative. The intention of the parties is solely to create an independent contractor relationship with the Registered Sales Assistant Representative of PCS and to provide securities services, subject to this PCS Registered Sales Assistant Representative agreement. 9.3 Sales of securities, variable insurance products, variable annuities and insurance products to the general public by PCS or other Registered Sales Assistants Representatives of PCS will not be limited by this Agreement. 9.4 All notices required or permitted hereunder shall be given in writing and delivered personally or sent by United States registered or certified mail, postage prepaid, to the following address: Private Client Services ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Louisville▇▇▇▇▇▇▇▇▇▇, Kentucky 40206 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ 9.5 This contains the entire understanding and Agreement of the Registered Sales Assistant Representative and PCS, and supersedes all prior and contemporaneous Agreements or understandings, inducements, or conditions, expressed or implied, written or oral, between the Registered Sales Assistant Representative and PCS and may be modified only in writing by PCS. The Registered Sales Assistant Representative agrees that PCS may unilaterally change, amend or modify this Agreement at any time. If any of its provisions are held unenforceable, the remaining provisions shall not be invalidated. This may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and same instrument. It shall not be necessary to make proof of but one such counterpart in any court of law having jurisdiction with regard to this Agreement or any dispute arising pursuant hereto. 9.6 Any dispute or claim over the performance or interpretation of this Agreement that cannot be resolved by mutual consent of the parties shall be submitted subject to approval by PCS to be subjected to arbitration under the rules and procedures of the American Arbitration Association ("AAA") or otherwise all actions shall be brought in a court located in Louisville, Kentucky. This Agreement shall be governed by and constructed in accordance with the laws of the Commonwealth of Kentucky without regard to the rules of conflict of laws of any other jurisdiction. 9.7 Subject to applicable law, each party agrees to provide the other with information necessary to perform their responsibilities pursuant to this Agreement. 9.8 This Agreement shall be kept confidential by the Registered Sales Assistant Representative and the provisions of it shall not be shared with anyone other than legal counsel or in the event required to do so by law or per the terms of this Agreement. 9.9 Any delay or failure by PCS to exercise any right, power, remedy, or privilege herein contained, or now or hereafter existing under any applicable statue or law, shall not be a waiver to such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege. 9.10 This Agreement when changed, modified, or amended by PCS shall be immediate unless otherwise provided for by PCS in such notice to the Registered Sales AssistantRepresentative. Such modifications shall not be deemed a cancellation of this Agreement. 9.11 The headings preceding the text, articles, and sections hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 9.12 The Registered Sales Assistant Representative acknowledges and represents that the Registered Sales AssistantRepresentative: a) has had sufficient opportunity to read each provision of this Agreement and understands each provision; b) has had an opportunity to review the Agreement with legal counsel of the Registered Sales Assistantthe c) is not under duress; and d) is not relying on any representation or promise regarding the subject matter of the Agreement that are not set forth in the Agreement. This Agreement dated the day of , 20 has been accepted by: By: __ Registered Sales Assistant Representat ive egistered Representat ve By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer Private Client Services Revised 10.16.2015 06.02.2015 Private Client Services runs a background check on every individual affiliated with our Broker Dealer. PCS has contracted with Sterling Talent Solutions, a global leader in background and identity services, to administer these screenings. To complete the background check authorization form, please follow these steps: 1. Copy/paste this URL into your web browser (you will be directed to ▇▇▇▇▇▇▇▇Sterling’s secure portal): 2. When prompted, enter your email address and create a password. 3. Review and complete all the required information. "I, , hereby give my consent to Private Client Services to review and verify my registration history/records within the FINRA Central Registration Depository (WebCRD) (if applicable). CRD or SSN Date of Birth (Month/Day) Signature Date Securities and Advisory Products and Services offered through Private Client Services Member FINRA, SIPC and Investment Advisor NetX360 Package 1 Included * □ Access to the Advisor Portal Included * □ * The cost of the technology is covered under your Registered Rep’s weekly technology fee Marketing Pro - Limited $3.50* □ * The cost of the technology will be added to your Registered Rep’s weekly technology fee. Section I – Rep Information Name Social Security #: Email Address Name Signature Date Registered Rep Name Signature Date Onboarding Coordinator Signature Date Finance Signature Date SOCIAL NETWORKING & WEBSITE DISCLOSURE ☐ ☐ ☐ ☐ I maintain a profile referencing investment products / services through my affiliation with Private Client Services on the following social networking sites□ Checking □ Savings 9 Digit Routing Number: ☐LinkedIn ☐Facebook Twitter ☐Other: _ _ _____ _ Please provide the email address connected to the accountAccount Number: Please provide your Facebook Business page URL:  Social Networking sites other than LinkedIn and Twitter will incur additional fees attach below a voided check for archive services. (Check with PCS Compliance Checking account or deposit slip for archive rates)  Only Facebook Business Pages may be used (See PCS Social Networking Policy)  Certain State privacy laws prevent PCS from monitoring social networking sites and therefore prevent compliance with FINRA supervisory rules. Social networking in these states must be limited to personal use only. As of the revision date of this disclosure the applicable states are CA, DE, IL and MD. ☐ New Disclosure ☐ Update ☐ ☐ I do not have an affiliation with, or own, any business related website. I am affiliated with the following business related websites: URL: Investment related? ☐Yes ☐No Website hosted by: URL: Investment related? ☐Yes ☐No Website hosted by: URL: Investment related? ☐Yes ☐No Website hosted by: ☐ I agree to submit the applicable website for review via ▇▇▇▇▇▇▇▇▇▇▇▇Savings.▇▇▇ or remove any reference to investment products or services within 60 days. I acknowledge that non-compliance with this policy may result in disciplinary action. By signing below, you certify that you have read and understand the PCS Social Networking policy, and you agree to comply with the policy. You also agree to update your social networking and website disclosure when changes occur. If you reside in a restricted State, you acknowledge that any social networking will be limited to non-securities/advisory use. For Internal Use Only – Not to be shown to the public. Updated 12/20/2018 INDEPENDENT RIA OUTSIDE BUSINESS ACTIVITY DISCLOSURE Securities regulations (Finra Rule 3270) requires PCS Registered Representatives to disclose and receive approval of all outside business activities prior to engagement. An independent RIA qualifies as an outside business activity and must be disclosed and approved by the Broker Dealer. For the review to be completed, please fill out all information requested below as well as supply the additional documentation requested at the bottom of this disclosure form. PCS will not approve the RIA activity unless the requested information is supplied prior to, or at the time of this disclosure. Disclosure Type: ☐ New RIA ☐ Update ☐ Cancellation Effective Date: What date was the RIA approved by the SEC? Registration Type: ☐ SEC ☐ State: How many years have you been providing advisory services to clients? How many advisory clients do you currently service? Approx. AUM: Do you hold any position other than as an IAR with this RIA? ☐ Yes ☐ No If yes please provide below: ☐ Financial Planning ☐ Investment Management ☐ SMA (Separately Managed Accounts) TPAM(Third Party Asset Management) ☐ Model Portfolio’s ☐ Portfolio Management Discretion Other: Compensation (Select all that apply): ☐ Advisory Fees (AUM) ☐ Advisory Fees (Hourly Rate) ☐ Salary ☐ Other: ➢ Is there check-writing, trading authority, custody or control authority with your role/duties? ➢ Are you the registered representative on any brokerage side investment accounts for the RIA? ➢ Does the firm use a DBA (fictitious name) for your RIA? ☐ Yes Yes Yes ☐ No No No ➢ Do you understand that you may not ask your clients, other individuals or businesses to invest in your business without prior written approval from PCS? ➢ Website URL: ➢ Are you an owner of this RIA? If so, please provide ownership level: % ➢ Do you intend to solicit other ownership or raise capital for this entity? ➢ Are you subject to any formal or informal agreement or arrangement requiring you to turn over or share securities commissions to this business? ➢ Will the activity of your RIA interfere or compromise your responsibilities to PCS or broker dealer side customers? ➢ Could the RIA activity listed above be viewed by customers or the public as part of PCS business? ➢ Have you received any customer complaints related to your RIA business? ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ☐ Yes ☐ No ▪ Private Client Services’ acknowledgment of your RIA is conditioned upon the requirement that you provide, upon request, complete records pertaining to this business during the course of any compliance audits or other Compliance department inquiry. Records may include financial information. Private Client Services does not render an opinion on the legality of any OBA. ▪ The undersigned registered person agrees to indemnify and hold Private Client Services, its officers, partners, employees, and associated persons harmless from and against any and all losses, liabilities, claims, damages, and expenses whatsoever (including reasonable attorney fees), arising out of any regulatory action, civil litigation, proceeding, or dispute of any kind relating in any way to the acts or omissions of the registered person while performing the functions and responsibilities of the RIA, without limitation as to amount or insurance coverage. ▪ The undersigned registered person agrees that he or she may not recommend, solicit, introduce, or in any way facilitate the investment of any individual or entity into this RIA without the written pre-approved of Private Client Services. The following information has either been submitted to PCS compliance (▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇), or is attached to this disclosure: ☐ RIA Procedures Manual ADV Part 2A (with supplements) ADV Part 2B Model Tear Sheets / Model Descriptions ☐ ☐ ☐ ☐ Client Engagement Agreement Discretion Agreement Business Continuity Plan (Disaster) List of Outside Money Managers / TPAMs ☐ ☐ ☐ ☐ Client Risk Profile Privacy Notice Sample QPR (Performance) Customer Complaints