INVESTMENT ADVISER REPRESENTATIVE AGREEMENT

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1 INVESTMENT ADVISER REPRESENTATIVE AGREEMENT This investment adviser representative agreement ( Agreement ), made as of, 20, is between Partners for Prosperity, Inc., a Nevada corporation, with the principal place of business of US Hwy 259 South, Mt. Enterprise, TX ( Company ) and <<Representative>>, an individual residing at <<Representative s Address>> ( Representative and, together with Company, Parties ). Background Company and Representative desire that Company engage Representative as an investment adviser representative. The Parties agree as follows: 1. Definitions. Agreement (a) Affiliate means, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such Person. (b) Agent means, with respect to any Person, a principal, member, partner, joint venturer, manager, shareholder (except a shareholder of less than one percent of the shares in a publicly traded company), owner, director, officer, clerical or nonclerical employee, consultant, agent, IAR, registered principal, registered representative of such Person. (c) Applicable Law means all applicable laws, rules and regulations of federal and state governmental and regulatory agencies including the statutes, rules, regulations and statements of policy of the SEC and the securities regulator in the states where Representative conducts business. (d) Client means a Person that has entered into a Client Agreement with Company. Representative s Client means a Person which Representative caused to become a Client. (e) Client Agreement means a written agreement to provide Services. (f) Company s Disclosure Statement means Company s Form ADV or other written disclosure statement meeting the requirements of Applicable Law. (g) Company Policy means the Company s policies, procedures, rules and regulations in effect from time to time. (h) Fees means fees for the Services. (v3f1)

2 (i) (j) (k) (l) IAR means investment adviser representative. including means including, but not limited to,. Person means an individual, trust or other business or legal entity. SEC means the United States Securities and Exchange Commission. (m) Services means investment advisory, financial planning, estate planning, non-discretionary and discretionary investment management, wealth management services and all other services Company provides as set forth in Company s Form ADV. 2. Services. (a) Company designates Representative as an IAR of Company. (b) As provided in Company s compliance manual, Company will supervise Representative s provision of Services to Representative s Clients. Representative will submit to such supervision. (c) Representative will use his or her best efforts to cause Persons to enter into Client Agreements with Company. Thereafter, Representative will provide Services to such Persons. (d) Based upon a Client s individual needs and objectives, Representative will be solely responsible for determining the particular Services provided by Representative. 3. Compensation. (a) Company will pay Representative fifty percent of the Fees received from each of Representative s Clients in accordance with the schedules published by Company from time to time. Company may adjust the basis of compensation, from time to time, in its sole discretion. (b) Company will not pay any compensation to Representative, with respect to any Client, until such time as Company is in actual receipt of the Fee from such Client. Representative will not have earned payment of such compensation until Company has first received the Fee from the Client. (c) Representative will have no claim against Company as a result of Company s business practices. Company may decline to provide services to any prospective client, in its sole discretion, with no right by Representative to claim any lost compensation or other amounts. (d) To the extent permitted by Applicable Law, upon Representative s termination, Representative s compensation may be retained for up to sixty (60) days to allow for any amounts owed to Company or its Affiliates to be assessed against Representative s compensation account. Company may hold Representative s compensation for an addi- -2-

3 tional period of time if there are pending or threatened Client complaints. Company will charge and deduct from Representative s compensation account any amounts owed to Company or its Affiliates. 4. Compliance. (a) Representative will comply with all Applicable Law, including the disclosure requirements of Rule promulgated under the Investment Advisers Act of (b) Representative will not conduct investment advisory activities in any jurisdiction (i) unless Representative is registered in that jurisdiction as an IAR or qualifies for a waiver or exemption from registration and (ii) until he or she has received written approval from Company that Representative is properly registered in that jurisdiction as an IAR of Company or qualifies for a waiver or exemption therefrom. (c) Company Policy is incorporated into this Agreement as if fully set forth herein. Representative will comply with Company Policy. In the event of any conflict between the provisions of this Agreement and Company Policy, Company Policy will govern. Representative will follow all additional written instructions and directions which may be issued or communicated to Representative by Company from time to time. (d) In marketing Company s Services, Representative will use only marketing materials supplied by Company or approved by Company in writing prior to its use. (e) In marketing Company s Services, Representative may use a trade, assumed, false or fictitious name, provided Company has approved the name prior to its use. (f) Company will deliver to Representative s Clients and prospective Clients a current copy of Company s Disclosure Statement. Representative will make no representations to any Person except as contained in Company s Disclosure Statement. Representative will not make any incorrect, inaccurate or misleading statement, interpretation or representation or any misrepresentation regarding Company s Services, nor will Representative omit or fail to state material facts concerning the provision of Company s Services. (g) Representative will not engage in any conduct which is adverse to the business of Company, its Affiliates or its Agents. 5. Authority. Representative s authority to act as an IAR of Company is strictly limited. Representative has no authority or power to bind Company by any means whatsoever or to waive any of Company s rights or requirements unless specifically authorized by Company in writing. Representative will not attempt to bind or obligate Company, nor will Representative hold himself or herself out as an agent or represent to others, in any way, that Representative has the authority to bind Company. Representative will use Representative s own judgment as to the time, place and means of exercising Representative s limited authority under the terms of this Agreement, subject to and in compliance with Applicable Law. -3-

4 6. Confidential Information. Company does not desire to acquire from Representative any confidential information which Representative may have acquired from others, nor does Company wish to cause a breach of any nondisclosure or noncompetition agreement to which Representative may be subject. Accordingly, Representative represents to Company that: (a) other than for this Agreement, Representative is not subject to or bound by any nondisclosure or noncompetition agreement or any other agreement having a similar effect or purpose; and (b) Representative is free to use and divulge to Company, without violating any right of others, any and all information, data, plans, ideas, concepts, practices or techniques which he or she will use, divulge or in any other manner make known to Company during the performance of his or her duties under this Agreement. 7. Nondisclosure. During and after the term of this Agreement, Representative will not use or disclose any confidential information of Company except as required to comply with applicable legal process. 8. Restrictions. Any breach of the restrictive covenants contained in this Agreement could gravely affect the effective and successful conduct of the business and the goodwill of Company. In the event of a breach or threatened breach by Representative of any of such covenants, Company will be caused irreparable harm and money damages may not be an adequate remedy. Company will be entitled to injunctive relief in addition to other remedies at law. Representative s breach of any such covenant shall automatically toll and suspend the restrictive period for such covenant for the amount of time that the breach continues. 9. Protection of Reputation. Representative will at no time, during the term of this Agreement or at any time thereafter, engage in conduct which injures, harms, corrupts, demeans, defames, disparages, libels, slanders, destroys or diminishes in any way the reputation or goodwill of Company, its Affiliates or its Agents, or the Services provided by any of the foregoing. 10. Termination. (a) Representative s association with Company is and shall remain at all times at will unless a separate written agreement is entered into between the Parties providing otherwise. This Agreement may be terminated at any time by either Party by written notice specifying the effective date of termination. (b) This Agreement will terminate automatically and without notice if (i) Representative is disqualified as an IAR for any reason or (ii) Representative fails to pay any applicable CRD/IARD, SEC or state licensing fees at or prior to its due date. -4-

5 (c) Upon termination: (i) Representative will cease holding himself or herself out as an IAR of, or affiliated in any way with, Company; and (ii) Subject to the provisions of Paragraph 3, Representative will continue to receive compensation otherwise payable with respect to Representative s Clients for the period ending thirty (30) days after termination. 11. Costs; Lien. (a) Representative will pay the costs of (i) his or her registration through the CRD/IARD System, (ii) any state registration, renewal, examination, appointment, termination and continuing education fees, (iii) any bonding requirements and errors and omissions insurance, and (iv) any administrative fees or costs which may be incurred or imposed from time to time by Company. Such fees and costs will not be refunded upon termination of this Agreement. (b) If Representative, for any reason or no reason, fails to comply with Applicable Law, any other laws, rules, regulations or procedures, or Company Policy, Company will have the right, exercisable in its sole discretion, to assess against and collect from Representative, such sums as Company reasonably deems appropriate. This right will survive the termination of this Agreement. (c) Any and all indebtedness or amounts due from Representative to Company, including draws over and above the amounts actually due Representative, will be deemed loans from Company to Representative, repayable at any time upon Company s demand. All such loans will bear interest at the maximum legal rate from the date incurred until paid in full. Upon termination of this Agreement, all such loans and any other outstanding obligations of Representative to Company will be immediately due and payable without notice. Company may set off and retain and apply toward the liquidation of any loans or other liability of Representative to Company or any Company Affiliate, any amounts due Representative, whether arising under this Agreement or any other agreement of Representative with Company. Representative will pay all costs and expenses incurred by Company in the collection of any loans, indebtedness or amounts due from Representative to Company including attorneys fees, expert witness fees, arbitration fees, all costs associated with the foregoing and travel expenses. (d) To secure Representative s obligations under this Agreement, Representative grants Company a first priority lien upon any amounts due Representative by Company or its Affiliates. This lien will survive the termination of this Agreement. 12. Independent Contractor. Representative s association with Company is and shall remain at all times at will unless a separate written agreement is entered into between the Parties creating a specific term or arrangement. Representative will provide Services at Representative s sole risk and expense, as an independent contractor and not as an employee of Company. Representative will be solely responsible for Representative s own insurance and benefits, and for the payment of federal and state income taxes, including -5-

6 self employment taxes. Company will not be responsible for any expenses or charges incurred by Representative or any of Representative s employees or service providers in the conduct of Representative s or their business. Neither Representative nor any such Person is an employee or agent of Company. 13. Indemnification. Representative will defend, indemnify and hold Company and its Affiliates harmless from all obligations, costs, fees, losses, liabilities, claims, judgments, actions, damages and expenses including those at any time or from time to time paid, suffered, incurred or sustained by Company or its Affiliates which arise out of or are related to (a) Representative s alleged or actual errors, omissions, negligence, intentional wrongdoing, breach of duty and/or any violation or alleged violation of any Applicable Law, (b) any activity by Representative outside the scope of Representative s affiliation with Company, (c) claims for benefits, compensation or other amounts by any individual employed or retained by Representative, or (d) Representative s use of any trade, assumed, false or fictitious name. 14. Arbitration. Any claim, controversy or dispute between the Parties, or between Representative and any other Agent of Company will be resolved by a single arbitrator in accordance with the rules and regulations of the American Arbitration Association. Any award by such arbitrator will be final and not subject to appeal and judgment upon the award may be entered in any court having jurisdiction. The prevailing party will be entitled to reimbursement of all costs and expenses including reasonable attorneys fees, expert witness fees, arbitration fees and travel expenses from the losing party. The costs of any arbitration held pursuant to this paragraph will be paid by the parties thereto in such proportion as the arbitrator, in their award, may direct. Such costs and expenses and any awards may be offset against any compensation or commissions due Representative. The location of the arbitration will be in the state in which Company s principal place of business is located unless otherwise designated by Company. 15. Notices. All notices under this Agreement will be given in writing and will be either delivered personally or sent by certified or registered mail, return receipt requested, addressed to the other Party at the appropriate address first set forth above, or to such other address as such Party will designate by written notice as aforesaid. Notices will be deemed given when received. 16. Miscellany. (a) This Agreement will supersede any prior agreements between the Parties with respect to the subject matter hereof. No representation, inducement or commitment other than as expressly set forth in this Agreement has been made or relied upon by either Party. Paragraph headings in this Agreement are for reference only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement may not be modified or amended except in a writing signed by both Parties. The failure or delay by a Party to declare a breach or termination of this Agreement, or to exercise any right, power, or privilege that it may have under this Agreement, will not be deemed to be, nor operate as, a waiver thereof. No waiver by a Party of any deviation from, or breach of, this Agreement will be deemed to be a waiver of any subsequent deviation or breach. -6-

7 (b) Each provision of this Agreement is independent of every other provision of this Agreement. In the event that any provision of this Agreement is held invalid by an arbitration panel or court of competent jurisdiction, the remaining provisions will by enforceable according to their terms. (c) This Agreement may not be assigned by Representative. This Agreement may be assigned by Company, provided that the assignee agrees to assume this Agreement in writing. This Agreement will inure to the benefit and be binding upon the legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the Parties. (d) This Agreement will be governed by and construed in accordance with the internal laws of the state in which Company s principal place of business is located. (e) This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same agreement. The execution of this Agreement may be by actual or facsimile signature. The Parties have signed this Agreement as of the date first above written. PARTNERS FOR PROSPERITY, INC. <<REPRESENTATIVE>> By Name: Kim Butler Title: President -7-

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