If your local Franklin Templeton Investments servicing office is in Hong Kong, please read this Dealer Service Agreement Dealer Service Agreement(PDF)


If your local Franklin Templeton Investments servicing office is in Netherlands, please read this Dealer Service Agreement Dealer Service Agreement(PDF)


If your local Franklin Templeton Investments servicing office is in Singapore, please read this Dealer Service Agreement Dealer Service Agreement(PDF)


If your local Franklin Templeton Investments servicing office is in South Africa, please read this Dealer Service Agreement Dealer Service Agreement(PDF)


If your local Franklin Templeton Investments servicing office is in Spain, please read this Dealer Service Agreement Dealer Service Agreement(PDF)


If your local Franklin Templeton Investments servicing office is in the UK, please read this Dealer Service Agreement Dealer Service Agreement(PDF)

If your local Franklin Templeton Investments servicing office is in the Middle East, please read this Dealer Service Agreement Dealer Service Agreement(PDF)

If you are a Non Resident Alien, please read this Dealer Service Agreement Dealer Service Agreement(PDF)



Dealer Electronic Services Agreement
 

Purpose of Agreement

This TGAL Electronic Services Agreement (the "Agreement") is designed to help Intermediaries to conduct business with Templeton Global Advisors Limited ("TGAL") and to use information, products and services available through the Franklin Templeton Middle East Web Site (the "Site"). Only Intermediaries who agree to the terms of this Agreement (referred to from now on as "You") will be able to conduct business with TGAL using the Site. Nothing in this Agreement should be construed as a solicitation or recommendation to buy or sell any products of Franklin Resources, Inc. and its associated subsidiaries and affiliates, including those products distributed by TGAL ("TGAL Products").

Your consent to the terms of this Agreement

By signing this Agreement, You indicate that You understand its terms and that You will use the Site in a manner consistent with applicable laws and regulations and in accordance with the terms in this Agreement, as the same may be amended from time to time. You acknowledge that this Agreement is intended to supplement and not to replace Your Terms of Business/Sub-Distribution Agreement  which shall continue in full force and effect. In the case of a conflict between Your Terms of Business/Sub-Distribution Agreement and this Agreement, the provisions of this Agreement shall prevail.   You further acknowledge that the information and any instructions related to the Site shall be available only in English.

What this Agreement allows You to do.

TGAL may make available services that allow You to look up details of the shares in TGAL Products held by clients who have appointed You as their Intermediary or dealer of record with respect to TGAL Products ("Client(s)") within designated accounts which Clients, or which You on behalf of Your Clients, open and maintain with TGAL. By looking up Clientsí details in this way, You represent to TGAL that You have all necessary Client authority to use the Site to do so. TGAL may, at any time and for any reason, remove particular products from the list of TGAL Products and may vary or remove the services which we make available to you under this Agreement.   Nothing in this Agreement or on the Site shall be considered or form part of any offer for shares of any funds offered by Franklin Templeton Investments or an invitation to apply for shares of any such fund, and subscription for shares in any such fund can only be made on the basis of such fundsí current prospectus or other offering document.

Term of this Agreement and Termination

This Agreement may be terminated by TGAL or by You at any time and on any grounds by written notice to the other party. This Agreement will terminate automatically when You or TGAL terminate the Terms of Business/Sub-Distribution Agreement which You agreed with TGAL, or without limitation to TGALís other rights, You fail to comply with the terms of this Agreement. TGAL reserves the right, without liability, at any time, to deny or restrict Your access to use the Site and to terminate this Agreement. If this Agreement is terminated, You will immediately stop using the Site for the purposes of conducting business with TGAL and will promptly return to TGAL all materials associated with TGAL.

Your responsibilities under this Agreement

In accepting the terms of this Agreement, You agree that You assume certain responsibilities: You will maintain a written list of those of Your directors, officers, partners or members, employees, representatives and agents who are authorized by You to access or use the Site ("Authorized Persons") under this Agreement, and will make this list available to TGAL on request. You are responsible for the compliance by Your Authorized Persons, or any other person who may access the Site from Your organization, with the terms of this Agreement and other applicable regulations. You will monitor Your Authorized Persons in a manner reasonably designed to ensure that, in connection with their use of the Site, they comply with this Agreement and such regulations. You acknowledge that, as an Intermediary, You are under an obligation to review promptly each trade confirmation and account statement (or their electronic counterparts if available) for accuracy and completeness and to immediately notify TGAL of any items You believe to be inaccurate. You agree that any objection to a trade or position set forth on any confirmation or account statement must be submitted within 10 days after receipt of such confirmation or statement. Failure to submit Your objection in time will constitute deemed approval of the confirmation or statement.   You will be provided with a user identification ("User name") and sign-on password ("Password") for each of Your Authorized Persons. You will take appropriate steps to maintain, and ensure that Your Authorized Persons maintain, the confidentiality of all User names and Passwords, as well as any security codes assigned to You by TGAL for purposes of allowing You to modify User names and Passwords. You will be solely responsible for the use of any information, services using Your User names and Password or those of Your Authorized Persons. Any instructions communicated to TGAL through these means will be deemed to have been sent and authorized by You and shall be deemed to have been made at the time received by TGAL and in the form received except for instructions which have been erroneously generated, repeated, changed or otherwise affected by TGALís systems or otherwise under circumstances controlled by TGAL. Neither You nor any Authorized Person will impersonate any other person or entity by posting communications using a false or misleading user name or otherwise attempting to participate in an anonymous manner. You will notify TGAL immediately if You or any Authorised Persons

         become aware of any loss or theft of a User name, Passwords or any other security codes;

  • become aware of any unauthorized use of a User name, Passwords or any other security codes, or of the Site;
  • fail to receive an accurate confirmation of a trade within five working days of instructing an order on behalf of a Client;

         receive confirmation of a trade that was not placed by You or on Your behalf, or any similarly inaccurate or conflicting report or information.

Use of E-mail

The ability to conduct certain business by computer under this Agreement will allow You to communicate electronically with TGAL by email and other means. You agree to the following conditions regarding Your use of electronic communications:

         You understand that You may not use e-mail to transmit instructions in relation to TGAL Products to TGAL and that TGAL will not act on instructions transmitted to it via e-mail.    Thus, you will not be able to transmit any subscription, redemption or exchange orders relating to any of the TGAL Products through the Site.

  • You acknowledge that TGAL may review and store any electronic communication which You submit to TGAL and TGAL may disclose the content of such communication should it be legally required to do so. TGAL will not be liable for any costs or damages or other liabilities as a result of releasing such information.
  • You will not submit any electronic communication which is defamatory, obscene, abusive, threatening or encourages any client of the Franklin TGAL group of companies to become affiliated or do business with a competitor of TGAL.

         You will not state or imply that Your electronic communications have been approved or endorsed by TGAL without the consent of TGAL.

 

TGAL and other third party Information

Certain information including last sale transaction data and other financial market data, third-party research and analysts' reports, opinions, price charts, news reports, and other information relating to TGAL products or other products and securities in the market, may be made available as part of the Site or though a link from the Site. Such information is provided "as is" and on an "as available" basis. This information has been obtained through sources believed reliable but TGAL makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, reliability or availability of, such information.

Information concerning Client Accounts

You may also be able to access information concerning client accounts ("Client Account Information") which is also proprietary and confidential. You will not provide Client Account Information to any person other than a duly authorised officer, employee or partner of Your business and You shall ensure that such officer, employee or partner shall not provide Client Account Information to any other person. You are not authorized to access Client Account Information for

(i) any Clients other than the Clients that You are responsible for servicing

(ii) any Clients who have terminated their relationship with You or

(iii) any Clients who have informed You or TGAL that they no longer wish You to access their Client Account Information, and any attempt to do so may result in criminal or civil prosecution. You also agree not to use Your Client Account Information for any purpose not specifically authorized by Your Clients.

No advice

You agree and acknowledge that any information You receive pursuant to this Agreement is not intended to constitute investment, tax or legal advice. You agree that You are solely responsible for determining the nature, potential value and suitability for Your Clients of any particular security, transaction or investment strategy. You acknowledge Your duty to monitor Your Clients' accounts and to make decisions to invest in TGAL products accordingly. Reliance on content or information obtained from or through the Site is at Your sole risk. TGAL does not give advice or recommendations regarding particular TGAL products, including advice involving suitability of and investment strategies.

Indemnification

You agree to defend, indemnify and hold TGAL harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from

(i) claims made against TGAL by any Client arising from Your delay in reporting any errors in confirmations or account statements provided to You by TGAL under this Agreement

(ii) Your violation of this Agreement, applicable laws or regulations, or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights

(iii) claims made by any Client as a result of Your failure, or the failure of any Authorised Person to fulfil Your responsibilities under this Agreement as listed above. This obligation will survive the termination of this Agreement.

 

Limitation of liability

Except in cases of breach of essential contractual duties under this Agreement, TGAL will not be liable for simple negligence.  Moreover, TGAL will not be liable to You:

         for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses and other damages) that result from inconvenience, delay or loss of the use of the electronic services provided under this Agreement;

         for any failure of electronic or mechanical equipment or communication lines, telephone or other Internet problems, viruses, errors, configuration problems or incompatibility of computer hardware or software failure or unavailability of Internet access, Internet service providers or other equipment or services relating to Your computer, intermediate computer or communications networks or facilities, data transmission facilities or Your telephone or telephone service, or unauthorised access, theft, operator errors, severe weather, natural disasters or employment disputes;

  • for any damage to Your computer, software, modem, telephone or other property resulting from Your use of the electronic services provided to You under this Agreement; and
  • for any losses (including lost profits, trading losses or other damages) relating to services or information provided to You under this Agreement including information which is inaccurate, incomplete, late, defective or unavailable;

In no event will TGAL be liable to You for any loss or damages caused by force majeure, riot, war or natural events or due to other occurrences for which TGAL is not responsible (e.g. strike, lock-out, administrative acts of domestic or foreign high authorities). In cases of gross negligence, wilful misconduct and in all other cases the liability of TGAL for any loss or damages connected with the provision of the services described in this Agreement in any given calendar year is limited to the total amount of commissions which you have received from TGAL in the calendar year preceding the year in which such loss or damage has occurred. If you have not received any commissions in the preceding year, the corresponding amount will be the amount of the commissions which can be expected in good faith for the year in which the corresponding loss or damage has occurred.

Security of the Internet

You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorised third parties when communicated between You and TGAL using the Internet, other network communications facilities, telephone or any other electronic means. TGAL is not responsible for the security of information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information.

Your understanding of this Agreement and Your authority to act

You acknowledge that, in providing You with the ability to conduct business under this Agreement, TGAL has relied upon Your consent to be bound by the terms of this Agreement and Your Terms of Business. You further acknowledge that You have read, understand and agreed to be bound by the terms of the current prospectus, key features document and application form (as amended from time to time) relating to the TGAL Products and any other agreement with TGAL that applies to Your account, all as currently in effect and amended from time to time. You represent, and shall be deemed to repeat each time you use the electronic services provided to You under this Agreement, that

(a) You are duly organized and validly existing under the laws of the jurisdiction in which You were formed or incorporated;

(b) You have full power and authority to enter into and perform Your obligations under this Agreement; and

(c) this Agreement has been duly authorized, executed, and delivered on Your behalf by persons empowered to do so.

Trade Mark protection

TGAL, for its own account and the account of affiliates, reserves all rights to the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to it. All sales documentation, promotional, marketing, advertising or other written or printed material or performance information or data which includes any of the trademarks, trade names, copyrights or other forms of industrial property or similar rights which belong to TGAL and/or its affiliates which is prepared, distributed, instructed and/or issued by or on behalf of You or with the permission of You (except for such documentation, material, information or data produced and provided by TGAL to You, or performance information or data produced by any third party) shall require prior written approval of TGAL or its designee. In the event that You fail to obtain such prior written approval, TGAL shall be entitled to terminate this Agreement forthwith without penalty and without prejudice to its rights to claim for damages or indemnification against you -pursuant to this Agreement or otherwise. In the event of termination of this Agreement, you shall cease using the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to TGAL and TGAL shall decide whether (i) You must destroy immediately all such documentation and materials bearing the trademarks, trade names, or any other intellectual or industrial property rights owned by TGAL or its affiliates or (ii) if such documentation and materials should be returned.

You shall not after termination of this Agreement make any use of or claim any right to any of trademarks or other logo, mark or design owned or used by TGAL and any of its associates or affiliates and TGAL Products.

Changes to this Agreement

Any amendments of this Agreement will be notified to You. They shall be deemed to have been approved unless You object in writing within one month from the notification of the amendments.

Assignation

You shall not sub-contract or transfer any of Your rights or obligations under this Agreement without the prior written consent of the TGAL.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with Bahamian law. The Bahamian courts shall have exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement for which purposes both parties agree to submit to its jurisdiction.

Miscellaneous

Should any provision in this Agreement become wholly or partially ineffective, this shall not affect the validity of the remaining provisions of the Agreement. In place of the ineffective provision an appropriate regulation shall apply which Ė as far as it is legally possible Ė most closely reflects the intention of the parties concluding this Agreement.

       

       
       

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      Dealer Electronic Services Agreement
       

      Purpose of Agreement

      The FTIML Electronic Services Agreement (the "Agreement") is designed to help Intermediaries to conduct business with Franklin Templeton Investment Management Limited ("FTIML") and to use information, products and services available through the UK FTIML Web Site (the "Site"). Only Intermediaries who agree to the terms of this Agreement (referred to from now on as "You") will be able to conduct business with FTIML using the Site. Nothing in this Agreement should be construed as a solicitation or recommendation to buy or sell any products of Franklin Resources, Inc. and its associated subsidiaries and affiliates, including the FTIML group of companies ("FTIML Products").

      Your consent to the terms of this Agreement

      By signing this Agreement, You indicate that You understand its terms and that You will use the Site in a manner consistent with applicable laws and regulations and in accordance with the terms in this Agreement, as the same may be amended from time to time. You acknowledge that this Agreement is intended to supplement and not to replace Your Terms of Business which shall continue in full force and effect. In the case of a conflict between Your Terms of Business and this Agreement, the provisions of this Agreement shall prevail.

      What this Agreement allows You to do.

      FTIML may make available services that allow You to look up details of the shares in FTIML Products held by clients who have appointed You as their Intermediary or dealer of record with respect to FTIML Products ("Client(s)") within designated accounts which Clients, or which You on behalf of Your Clients, open and maintain with FTIML. By looking up Clientsí details in this way, You represent to FTIML that You have all necessary Client authority to use the Site to do so. FTIML may, at any time and for any reason, remove particular products from the list of FTIML Products and may vary or remove the services which we make available to you under this Agreement.

      Term of this Agreement and Termination

      This Agreement may be terminated by FTIML or by You at any time and on any grounds, but in no case unreasonably, by written notice to the other party. This Agreement will terminate automatically when You or FTIML terminate the Terms of Business which You agreed with FTIML, or without limitation to FTIMLís other rights, You fail to comply with the terms of this Agreement. FTIML reserves the right, without liability, at any time, but in no case unreasonably, to deny or restrict Your access to conduct business through the Site or to deal in any FTIML product or service offered through the Site and to terminate this Agreement. If this Agreement is terminated, You will immediately stop using the Site for the purposes of conducting business with FTIML and will promptly return to FTIML all materials associated with FTIML.

      Your responsibilities under this Agreement

      In accepting the terms of this Agreement, You agree that You assume certain responsibilities: You will maintain a written list of those of Your directors, officers, partners or members, employees, representatives and agents who are authorized by You to access or use the Site ("Authorized Persons") under this Agreement, and will make this list available to FTIML on request. You are responsible for the compliance by Your Authorized Persons, or any other person who may access the Site from Your organization, with the terms of this Agreement and other applicable regulations. You will monitor Your Authorized Persons in a manner reasonably designed to ensure that, in connection with their use of the Site, they comply with this Agreement and such regulations. You acknowledge that, as an Intermediary, You are under an obligation to review promptly each trade confirmation and account statement (or their electronic counterparts if available) for accuracy and completeness and to immediately notify FTIML of any items You believe to be inaccurate. You agree that any objection to a trade or position set forth on any confirmation or account statement must be submitted within 10 days after receipt of such confirmation or statement. Failure to submit Your objection in time will constitute deemed approval of the confirmation or statement. You will be provided with a user identification ("User name") and sign-on password ("Password") for each of Your Authorized Persons. You will take appropriate steps to maintain, and ensure that Your Authorized Persons maintain, the confidentiality of all User names and Passwords, as well as any security codes assigned to You by FTIML for purposes of allowing You to modify User names and Passwords. You will be solely responsible for the use of any information, services using Your User names and Password or those of Your Authorized Persons. Any instructions communicated to FTIML through these means will be deemed to have been sent and authorized by You and shall be deemed to have been made at the time received by FTIML and in the form received except for instructions which have been erroneously generated, repeated, changed or otherwise affected by FTIMLís systems or otherwise under circumstances controlled by FTIML. Neither You nor any Authorized Person will impersonate any other person or entity by posting communications using a false or misleading user name or otherwise attempting to participate in an anonymous manner. You will notify FTIML immediately if You or any Authorised Persons

      • become aware of any loss or theft of a User name, Passwords or any other security codes;
      • become aware of any unauthorized use of a User name, Passwords or any other security codes, or of the Site;
      • fail to receive an accurate confirmation of a trade within five working days of instructing an order on behalf of a Client;
      • receive confirmation of a trade that was not placed by You or on Your behalf, or any similarly inaccurate or conflicting report or information.

      Use of E-mail

      The ability to conduct certain business by computer under this Agreement will allow You to communicate electronically with FTIML by email and other means. You agree to the following conditions regarding Your use of electronic communications:

      • You understand that You may not use e-mail to transmit instructions in relation to FTIML Products to FTIML and that FTIML will not act on instructions transmitted to it via e-mail.
      • You acknowledge that FTIML may review and store any electronic communication which You submit to FTIML and FTIML may disclose the content of such communication should it be legally required to do so. FTIML will not be liable for any costs or damages or other liabilities as a result of releasing such information.
      • You will not submit any electronic communication which is defamatory, obscene, abusive, threatening or encourages any client of the Franklin FTIML group of companies to become affiliated or do business with a competitor of FTIML.
      • You will not state or imply that Your electronic communications have been approved or endorsed by FTIML without the consent of FTIML.

      FTIML and other third party Information

      Certain information including last sale transaction data and other financial market data, third-party research and analysts' reports, opinions, price charts, news reports, and other information relating to FTIML products or other products and securities in the market, may be made available as part of the Site or though a link from the Site. Such information is provided "as is" and on an "as available" basis. This information has been obtained through sources believed reliable but FTIML makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, reliability or availability of, such information.

      Information concerning Client Accounts

      You may also be able to access information concerning client accounts ("Client Account Information") which is also proprietary and confidential. You will not provide Client Account Information to any person other than a duly authorised officer, employee or partner of Your business and You shall ensure that such officer, employee or partner shall not provide Client Account Information to any other person. You are not authorized to access Client Account Information for

      (i) any Clients other than the Clients that You are responsible for servicing

      (ii) any Clients who have terminated their relationship with You or

      (iii) any Clients who have informed You or FTIML that they no longer wish You to access their Client Account Information, and any attempt to do so may result in criminal or civil prosecution. You also agree not to use Your Client Account Information for any purpose not specifically authorized by Your Clients.

      No advice

      You agree and acknowledge that any information You receive pursuant to this Agreement is not intended to constitute investment, tax or legal advice. You agree that You are solely responsible for determining the nature, potential value and suitability for Your Clients of any particular security, transaction or investment strategy. You acknowledge Your duty to monitor Your Clients' accounts and to make decisions to invest in FTIML products accordingly. Reliance on content or information obtained from or through the Site is at Your sole risk. FTIML does not give advice or recommendations regarding particular FTIML products, including advice involving suitability of and investment strategies.

      Indemnification

      You agree to defend, indemnify and hold FTIML harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from

      (i) claims made against FTIML by any Client arising from Your delay in reporting any errors in confirmations or account statements provided to You by FTIML under this Agreement

      (ii) Your violation of this Agreement, applicable laws or regulations, or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights

      (iii) claims made by any Client as a result of Your failure, or the failure of any Authorised Person to fulfil Your responsibilities under this Agreement as listed above. This obligation will survive the termination of this Agreement.

      Limitation of liability

      Except in cases of breach of essential contractual duties under this Agreement, FTIML will not be liable for simple negligence. Except in cases of wilful misconduct or gross negligence by FTIML, FTIML will not be liable to You:

      • for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses and other damages) that result from inconvenience, delay or loss of the use of the electronic services provided under this Agreement;
      • for any failure of electronic or mechanical equipment or communication lines, telephone or other Internet problems, viruses, errors, configuration problems or incompatibility of computer hardware or software failure or unavailability of Internet access, Internet service providers or other equipment or services relating to Your computer, intermediate computer or communications networks or facilities, data transmission facilities or Your telephone or telephone service, or unauthorised access, theft, operator errors, severe weather, natural disasters or employment disputes;
      • for any damage to Your computer, software, modem, telephone or other property resulting from Your use of the electronic services provided to You under this Agreement; and
      • for any losses (including lost profits, trading losses or other damages) relating to services or information provided to You under this Agreement including information which is inaccurate, incomplete, late, defective or unavailable;

      In no event will FTIML be liable to You for any loss or damages caused by force majeure, riot, war or natural events or due to other occurrences for which FTIML is not responsible (e.g. strike, lock-out, administrative acts of domestic or foreign high authorities). In cases of gross negligence, wilful misconduct and in all other cases the liability of FTIML for any loss or damages connected with the provision of the services described in this Agreement in any given calendar year is limited to the total amount of commissions which you have received from FTIML in the calendar year preceding the year in which such loss or damage has occurred. If you have not received any commissions in the preceding year, the corresponding amount will be the amount of the commissions which can be expected in good faith for the year in which the corresponding loss or damage has occurred.

      Security of the Internet

      You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorised third parties when communicated between You and FTIML using the Internet, other network communications facilities, telephone or any other electronic means. FTIML is not responsible for the security of information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information.

      Your understanding of this Agreement and Your authority to act

      You acknowledge that, in providing You with the ability to conduct business under this Agreement, FTIML has relied upon Your consent to be bound by the terms of this Agreement and Your Terms of Business. You further acknowledge that You have read, understand and agreed to be bound by the terms of the current prospectus, key features document and application form (as amended from time to time) relating to the FTIML Products and any other agreement with FTIML that applies to Your account, all as currently in effect and amended from time to time. You represent, and shall be deemed to repeat each time you use the electronic services provided to You under this Agreement, that

      (a) You are duly organized and validly existing under the laws of the jurisdiction in which You were formed or incorporated;

      (b) You have full power and authority to enter into and perform Your obligations under this Agreement; and

      (c) this Agreement has been duly authorized, executed, and delivered on Your behalf by persons empowered to do so.

      Trade Mark protection

      FTIML, for its own account and the account of affiliates, reserves all rights to the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to it. All sales documentation, promotional, marketing, advertising or other written or printed material or performance information or data which includes any of the trademarks, trade names, copyrights or other forms of industrial property or similar rights which belong to FTIML and/or its affiliates which is prepared, distributed, instructed and/or issued by or on behalf of You or with the permission of You (except for such documentation, material, information or data produced and provided by FTIML to You, or performance information or data produced by any third party) shall require prior written approval of FTIML or its designee. In the event that You fail to obtain such prior written approval, FTIML shall be entitled to terminate this Agreement forthwith without penalty and without prejudice to its rights to claim for damages or indemnification against you -pursuant to this Agreement or otherwise. In the event of termination of this Agreement, you shall cease using the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to FTIML and FTIML shall decide whether (i) You must destroy immediately all such documentation and materials bearing the trademarks, trade names, or any other intellectual or industrial property rights owned by FTIML or its affiliates or (ii) if such documentation and materials should be returned.

      You shall not after termination of this Agreement make any use of or claim any right to any of trademarks or other logo, mark or design owned or used by FTIML and any of its associates or affiliates and FTIML Products.

       

      Changes to this Agreement

      Any amendments of this Agreement will be notified to You. They shall be deemed to have been approved unless You object in writing within one month from the notification of the amendments.

      Assignation

      You shall not sub-contract or transfer any of Your rights or obligations under this Agreement without the prior written consent of the FTIML.

      Governing Law and Jurisdiction

      This Agreement shall be governed by and construed in accordance with English law.The English courts shall have exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement for which purposes both parties agree to submit to its jurisdiction.

      Miscellaneous

      Should any provision in this Agreement become wholly or partially ineffective, this shall not affect the validity of the remaining provisions of the Agreement. In place of the ineffective provision an appropriate regulation shall apply which Ė as far as it is legally possible Ė most closely reflects the intention of the parties concluding this Agreement.

           

           
           

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          Dealer Electronic Services Agreement
           

          Purpose of Agreement

          The Dealer Electronic Services Agreement (the "Agreement") is designed to help Intermediaries to conduct business with Franklin Templeton Investments (Asia) Limited ("FTIA") and to use information, products and services available through the Hong Kong FTIA Web Site (the "Site"). Only Intermediaries who agree to the terms of this Agreement (referred to as "You") will be able to conduct business with FTIA using the Site. Nothing in this Agreement should be construed as a solicitation or recommendation to buy or sell any products including advice involving suitability of any investment strategies of Franklin Resources, Inc. and/or its associated subsidiaries and affiliates that are within the Franklin Templeton Investments corporate group of companies ("FTIA Products"). You agree that You are solely responsible for determining the nature, potential value and suitability for Your Clients of any particular security, transaction or investment strategy. You acknowledge Your duty to monitor Your Clients' accounts and to make decisions to invest in FTIA Products accordingly. Reliance on content or information obtained from or through the Site is at Your sole risk.

           

          This Agreement is intended to supplement and not to replace Your Distribution Agreement with FTIA which shall continue in full force and effect. In the case of a conflict between Your Distribution Agreement and this Agreement, the provisions of this Agreement shall prevail.

           

          Services provided

           

          FTIA may make available services that allow You to look up details of the units/shares in FTIA Products held by clients who have appointed You as their intermediary or dealer of record with respect to FTIA Products ("Client(s)") within designated accounts which Clients, or which You on behalf of Your Clients, open and maintain with FTIA. By looking up Clientsí details in this way, You represent to FTIA that You are authorized to use the Site to do so. FTIA may, at any time and for any reason, remove particular products from the list of FTIA Products and may vary or remove the services that we make available to You under this Agreement.

           

          Your responsibilities

           

          In accepting the terms of this Agreement, You agree that You assume certain responsibilities:

           

          1.         You will maintain a written list of the "Authorized Persons" who are authorized by You to access or use the Site under this Agreement, and will make this list available to FTIA on request. You will not provide Client Account Information to any person other than an Authorized Person and shall ensure and monitor that these Authorized Person comply with this Agreement and other applicable regulations.

           

          2.         In the event that trade confirmations and/or account statements solely in electronic form through the services contemplated by this Agreement are available and You elect to receive them, You are under an obligation to review each trade confirmation and/or account statement for accuracy and completeness and notify FTIA within three business days of the relevant trade confirmation or account statement becoming available for viewing through these services of any items You believe to be inaccurate. Failure to submit Your objection in time will constitute deemed approval of the confirmation or statement.

           

           

          3.         You will take appropriate steps to maintain, and ensure that Your Authorized Persons maintain, the confidentiality of all User names and Passwords, as well as any security codes assigned to You by FTIA for purposes of allowing You to modify User names and Passwords.

           

          4.         You will be solely responsible for the use of any information, services using Your User names and Passwords or those of Your Authorized Persons. Any instructions communicated to FTIA through these means will be deemed to have been sent and authorized by You and shall be deemed to have been made at the time and in the form received by FTIA except otherwise affected by FTIAís systems or otherwise under circumstances controlled by FTIA.

           

          5.         Neither You nor any Authorized Persons will impersonate any other person or entity by posting communications using a false or misleading user name or otherwise attempting to participate in an anonymous manner. You agree that we do not have a duty to question information or instruction You give to us under this Agreement, and that we are entitled to treat as authorized, and act upon, any such information or instructions You submit to us.

           

          6.         You may also be able to access information concerning client accounts ("Client Account Information"). However, You are not authorized to access Client Account Information for:

           

          (i)     any Clients other than the Clients that You are responsible for servicing;

          (ii)    any Clients who have terminated their relationship with You; or

          (iii)   any Clients who have informed You or FTIA that they no longer wish You to access their Client Account Information, and any attempt to do so may result in criminal or civil prosecution. You also agree not to use Your Client Account Information for any unauthorized purpose.

           

          7.         You will notify FTIA immediately if You or any Authorized Persons:

           

          (i)     become aware of any loss or theft of User names, Passwords or any other security codes;

          (ii)    become aware of any unauthorized use of User names, Passwords or any other security codes, or of the Site.

           

          Confidentiality

           

          You undertake and acknowledge that all information received from FTIA in whatever form be kept strictly confidential and shall not be disclosed to third parties without the prior written permission of FTIA. The information received hereunder shall not be used for any purpose other than the above-mentioned purpose without the prior written permission of FTIA. Subject to the foregoing, you shall restrict access to information received from FTIA to only those of your employees to whom such access is necessary for carrying out the purpose and advise such employees of the obligations assumed herein.

           

          You shall in no event use a lower degree of care in safeguarding the FTIAís information than you use for your own information of like sensitivity and importance and upon discovery of any unauthorized disclosure of information in your possession, you shall use your best endeavours to prevent any further disclosure or unauthorized use thereof.

           

          All material embodying information or relevant or related thereto whether or not supplied by FTIA, including, without limitation, rejected drawings, scrap papers, photographic negatives, or computer input or output, and including all copies of any kind shall be returned or destroyed upon written request of FTIA. You shall adhere to all the policies, laws and regulations with respect to the information or products received from the FTIA.

           

          Security of the Internet

          The ability to conduct certain business by computer under this Agreement will allow You to communicate electronically with FTIA by email, other network communications facilities, telephone or any other electronic means. You agree to the following conditions regarding Your use of electronic communications:

           

          (i)         You understand that You may not use e-mail to transmit instructions in relation to FTIA Products to FTIA and that FTIA will not act on instructions transmitted to it via e-mail.

           

          (ii)     You acknowledge that FTIA may review and store any electronic communication which You submit to FTIA and FTIA may disclose the content of such communication should it be legally required to do so. FTIA will not be liable for any costs or damages or other liabilities as a result of releasing such information.

           

          (iii)    You will not submit any electronic communication which is defamatory, obscene, abusive, threatening or encourages any client of Franklin Resources, Inc. and/or its associated subsidiaries and affiliates that are the Franklin Templeton Investments corporate group of companies to become affiliated or do business with a competitor of FTIA. 

           

          (iv)    You will not state or imply that Your electronic communications have been approved or endorsed by FTIA without the prior consent of FTIA.

           

          (v) You agree that FTIA will not be responsible for the security of information transmitted via the internet.

           

          FTIA and other third party Information

           

          Certain information including last sale transaction data and other financial market data, third-party research and analysts' reports, opinions, price charts, news reports, and other information relating to FTIA Products or other products and securities in the market, may be made available as part of the Site or through a link from the Site. Such information is provided "as is" and on an "as available" basis. This information has been obtained through sources believed reliable. However, FTIA will not be responsible for the accuracy, completeness of the information contained on the Site, or for the consequences of any reliance on such information.

           

          Indemnification

           

          You agree to defend, indemnify and hold FTIA harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from:

           

          (i)    Claims made against FTIA or its holding companies and its associated subsidiaries and affiliates by any Client arising from Your delay, omission or failure in reporting any errors in confirmations or account statements provided to You by FTIA under this Agreement;

           

          (ii)    Your violation of this Agreement, applicable laws or regulations, or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights; and/or

           

          (iii)   claims made by any Client as a result of Your failure, or the failure of any Authorized Person to fulfil Your responsibilities under this Agreement as listed above. This obligation will survive the termination of this Agreement.

           

          Limitation of liability

           

          Except in cases of wilful misconduct or gross negligence by FTIA, FTIA will not be liable to You:

           

          (i)         for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses and other damages) that result from inconvenience, delay or loss of the use of the electronic services provided under this Agreement;

           

          (ii)       for any failure of electronic or mechanical equipment or communication lines, telephone or other internet problems, viruses, errors, configuration problems or incompatibility of computer hardware or software failure or unavailability of internet access, internet service providers or other equipment or services relating to Your computer, intermediate computer or communications networks or facilities, data transmission facilities or Your telephone or telephone service, or unauthorized access, theft, operator errors, severe weather, natural disasters or employment disputes;

           

          (iii)      for any damage to Your computer, software, modem, telephone or other property resulting from Your use of the electronic services provided to You under this Agreement; and

           

          (iv)  for any losses (including lost profits, trading losses or other damages) relating to services or information provided to You under this Agreement including information which is inaccurate, incomplete, late, defective or unavailable.

           

          In no event will FTIA be liable to You for any loss or damages caused by riot, war or natural events or due to other occurrences outside the control of FTIA or for which FTIA is not responsible (e.g. strike, lock-out, administrative acts of domestic or foreign authorities).

           

          Your Representations

           

          You undertake to use the Site in a manner consistent with all applicable laws and regulations. You acknowledge that, in providing You with the services contemplated by this Agreement, FTIA has relied upon Your consent to be bound by the terms of this Agreement and Your Distribution Agreement. You further acknowledge that You have read, understood and agreed to be bound by the terms of the current prospectus and application form (as amended from time to time) relating to the FTIA Products and any other agreement with FTIA that applies to Your account, all as currently in effect and amended from time to time. You represent, and shall be deemed to repeat each time you use the electronic services provided to You under this Agreement, that

           

          (i)    You are duly organized and validly existing under the laws of the jurisdiction in which You were formed or incorporated;

           

          (ii)    You have full power and authority to enter into and perform Your obligations under this Agreement; and

           

          (iii)  This Agreement has been duly authorized, executed, and delivered on Your behalf by persons empowered to do so.

          Trade Mark protection

           

          FTIA, for its own account and the account of affiliates, reserves all rights to the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to it. You shall be entitled to distribute to Your customers in Hong Kong the approved marketing materials, literature and publications produced and supplied to You by FTIA, provided that:

           

          (i)    You shall not alter, amend or qualify those materials in any way; and

           

          (ii)    You shall comply with all applicable laws and regulations in the course of distributing those materials to Your Clients. All sales documentation, promotional, marketing, advertising or other written or printed material or performance information or data which includes one or more of the names FRANKLIN, FRANKLIN and Design, TEMPLETON, FRANKLIN TEMPLETON, the Ben Franklin Portrait Design and/or FRANKLIN TEMPLETON and Design which are owned by FTIA or its holding company (the "Marks"), which is prepared, instructed, controlled and/or issued by You or on Your behalf, or with Your permission, shall require the written approval of FTIA prior to distribution. Such written or printed material may be distributed only to clients in Hong Kong and shall bear the following legend: "FRANKLIN TEMPLETON and the Ben Franklin Portrait Logo are trademarks owned by Franklin Templeton Investments (Asia) Limited." 

           

          (iii)   You shall co-operate with FTIA in any prosecution or defence of the Marks that, in the judgement of FTIA, may be necessary or desirable. However, FTIA has no obligation to take any action whatsoever in the event that a claim of FTIA, for its own account and the account of its related companies, reserves all rights to the Marks.

           

          (iv)   You acknowledge and agree that You do not have and will not assert any proprietary rights whatsoever in the Marks. FTIA shall be responsible for the recordation of this Agreement with any government authority, if necessary or desirable, and any related expenses. You shall sign any document deemed necessary to obtain the recordation, and shall assist FTIA as necessary.

           

          Termination

           

          This Agreement cannot be terminated unreasonably by FTIA or by You. However, it can be terminated by either parties by serving written notice to the other party on the occurrences of one of the following events:

           

          (i)    if You or FTIA terminate the Distribution Agreement which You agreed with FTIA, without limitation to FTIAís other rights,

           

          (ii)    if You fail to comply with the terms of this Agreement.

           

          On termination of this Agreement, Your access to the Site and/or deal in any FTIA Products or service offered through the Site will be denied and you will promptly return to FTIA all materials associated with FTIA.

           

          Changes to this Agreement

           

          Any amendments of this Agreement will be notified to You. They shall be deemed to have been approved unless You object in writing within 14 days from the notification of the amendments.

           

          Assignment

           

          You shall not sub-contract or transfer any of Your rights or obligations under this Agreement without the prior written consent of the FTIA.

           

          Governing Law and Jurisdiction

           

          This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The courts of Hong Kong shall have non-exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement.

           

          Miscellaneous

          Should any provision in this Agreement become wholly or partially ineffective, this shall not affect the validity of the remaining provisions of this Agreement.  In place of the ineffective provision an appropriate regulation shall apply which Ė as far as it is legally possible Ė most closely reflects the intention of the parties concluding this Agreement.

               

               
               

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              Dealer Electronic Services Agreement
               

              Purpose of Agreement

              The FTIS Franklin Templeton Electronic Services Dealer Agreement (the "Agreement") is designed to help Intermediaries to conduct business with Franklin Templeton International Services S.A. ("FTIS") and to use information, products and services available through the FTIS Luxembourg Web Site (the "Site"). Only Intermediaries who agree to the terms of this Agreement (referred to from now on as "You") will be able to conduct business with FTIS using the Site. Nothing in this Agreement should be construed as a solicitation or recommendation to buy or sell any products of Franklin Resources, Inc. and its associated subsidiaries and affiliates, including the Franklin Templeton Investments group of companies ("FTI Products").

              Your consent to the terms of this Agreement

              By signing this Agreement, You indicate that You understand its terms and that You will use the Site in a manner consistent with applicable laws and regulations and in accordance with the terms in this Agreement, as the same may be amended from time to time. You acknowledge that this Agreement is intended to supplement and not to replace Your Terms of Business or your Sub-Distribution Agreement which shall continue in full force and effect. In the case of a conflict between Your Terms of Business or your Sub-Distribution Agreement and this Agreement, the provisions of this Agreement shall prevail.

              What this Agreement allows You to do.

              FTIS may make available services that allow You to look up details of the shares in FTI Products held by clients who have appointed You as their Intermediary or dealer of record with respect to FTI Products ("Client(s)") within designated accounts which Clients, or which You on behalf of Your Clients, open and maintain with FTIS. By looking up Clientsí details in this way, You represent to FTIS that You have all necessary Client authority to use the Site to do so. FTIS may, at any time and for any reason, remove particular products from the list of FTI Products and may vary or remove the services which we make available to you under this Agreement.

              Term of this Agreement and Termination

              This Agreement may be terminated by FTIS or by You at any time and on any grounds, but in no case unreasonably, by written notice to the other party. This Agreement will terminate automatically when You or FTIS terminate the Terms of Business which You agreed with FTIS, or without limitation to FTISís other rights, You fail to comply with the terms of this Agreement. FTIS reserves the right, without liability, at any time, but in no case unreasonably, to deny or restrict Your access to conduct business through the Site or to deal in any FTIS product or service offered through the Site and to terminate this Agreement. If this Agreement is terminated, You will immediately stop using the Site for the purposes of conducting business with FTIS and will promptly return to FTIS all materials associated with FTIS.

              Your responsibilities under this Agreement

              In accepting the terms of this Agreement, You agree that You assume certain responsibilities: You will maintain a written list of those of Your directors, officers, partners or members, employees, representatives and agents who are authorized by You to access or use the Site ("Authorized Persons") under this Agreement, and will make this list available to FTIS on request. You are responsible for the compliance by Your Authorized Persons, or any other person who may access the Site from Your organization, with the terms of this Agreement and other applicable regulations. You will monitor Your Authorized Persons in a manner reasonably designed to ensure that, in connection with their use of the Site, they comply with this Agreement and such regulations. You acknowledge that, as an Intermediary, You are under an obligation to review promptly each trade confirmation and account statement (or their electronic counterparts if available) for accuracy and completeness and to immediately notify FTIS of any items You believe to be inaccurate. You agree that any objection to a trade or position set forth on any confirmation or account statement must be submitted within 10 days after receipt of such confirmation or statement. Failure to submit Your objection in time will constitute deemed approval of the confirmation or statement. You will be provided with a user identification ("User name") and sign-on password ("Password") for each of Your Authorized Persons. You will take appropriate steps to maintain, and ensure that Your Authorized Persons maintain, the confidentiality of all User names and Passwords, as well as any security codes assigned to You by FTIS for purposes of allowing You to modify User names and Passwords. You will be solely responsible for the use of any information, services using Your User names and Password or those of Your Authorized Persons. Any instructions communicated to FTIS through these means will be deemed to have been sent and authorized by You and shall be deemed to have been made at the time received by FTIS and in the form received except for instructions which have been erroneously generated, repeated, changed or otherwise affected by FTISís systems or otherwise under circumstances controlled by FTIS. Neither You nor any Authorized Person will impersonate any other person or entity by posting communications using a false or misleading user name or otherwise attempting to participate in an anonymous manner. You will notify FTIS immediately if You or any Authorised Persons

              • become aware of any loss or theft of a User name, Passwords or any other security codes;
              • become aware of any unauthorized use of a User name, Passwords or any other security codes, or of the Site;
              • fail to receive an accurate confirmation of a trade within five working days of instructing an order on behalf of a Client;
              • receive confirmation of a trade that was not placed by You or on Your behalf, or any similarly inaccurate or conflicting report or information.

              Use of E-mail

              The ability to conduct certain business by computer under this Agreement will allow You to communicate electronically with FTIS by email and other means. You agree to the following conditions regarding Your use of electronic communications:

              • You understand that You may not use e-mail to transmit instructions in relation to FTI Products to FTIS and that FTIS will not act on instructions transmitted to it via e-mail.
              • You acknowledge that FTIS may review and store any electronic communication which You submit to FTIS and FTIS may disclose the content of such communication should it be legally required to do so. FTIS will not be liable for any costs or damages or other liabilities as a result of releasing such information.
              • You will not submit any electronic communication which is defamatory, obscene, abusive, threatening or encourages any client of the Franklin FTIS group of companies to become affiliated or do business with a competitor of FTIS.
              • You will not state or imply that Your electronic communications have been approved or endorsed by FTIS without the consent of FTIS.

              FTIS and other third party Information

              Certain information including last sale transaction data and other financial market data, third-party research and analysts' reports, opinions, price charts, news reports, and other information relating to FTI Products or other products and securities in the market, may be made available as part of the Site or though a link from the Site. Such information is provided "as is" and on an "as available" basis. This information has been obtained through sources believed reliable but FTIS makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, reliability or availability of, such information.

              Information concerning Client Accounts

              You may also be able to access information concerning client accounts ("Client Account Information") which is also proprietary and confidential. You will not provide Client Account Information to any person other than a duly authorised officer, employee or partner of Your business and You shall ensure that such officer, employee or partner shall not provide Client Account Information to any other person. You are not authorized to access Client Account Information for

              (i) any Clients other than the Clients that You are responsible for servicing

              (ii) any Clients who have terminated their relationship with You or

              (iii) any Clients who have informed You or FTIS that they no longer wish You to access their Client Account Information, and any attempt to do so may result in criminal or civil prosecution. You also agree not to use Your Client Account Information for any purpose not specifically authorized by Your Clients.

              No advice

              You agree and acknowledge that any information You receive pursuant to this Agreement is not intended to constitute investment, tax or legal advice. You agree that You are solely responsible for determining the nature, potential value and suitability for Your Clients of any particular security, transaction or investment strategy. You acknowledge Your duty to monitor Your Clients' accounts and to make decisions to invest in FTI Products accordingly. Reliance on content or information obtained from or through the Site is at Your sole risk. FTIS does not give advice or recommendations regarding particular FTI Products, including advice involving suitability of and investment strategies.

              Indemnification

              You agree to defend, indemnify and hold FTIS harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from

              (i) claims made against FTIS by any Client arising from Your delay in reporting any errors in confirmations or account statements provided to You by FTIS under this Agreement

              (ii) Your violation of this Agreement, applicable laws or regulations, or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights

              (iii) claims made by any Client as a result of Your failure, or the failure of any Authorised Person to fulfil Your responsibilities under this Agreement as listed above. This obligation will survive the termination of this Agreement.

              Limitation of liability

              Except in cases of breach of essential contractual duties under this Agreement, FTIS will not be liable for simple negligence. Except in cases of wilful misconduct or gross negligence by FTIS, FTIS will not be liable to You:

              • for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses and other damages) that result from inconvenience, delay or loss of the use of the electronic services provided under this Agreement; 
              • for any failure of electronic or mechanical equipment or communication lines, telephone or other Internet problems, viruses, errors, configuration problems or incompatibility of computer hardware or software failure or unavailability of Internet access, Internet service providers or other equipment or services relating to Your computer, intermediate computer or communications networks or facilities, data transmission facilities or Your telephone or telephone service, or unauthorised access, theft, operator errors, severe weather, natural disasters or employment disputes;
              • for any damage to Your computer, software, modem, telephone or other property resulting from Your use of the electronic services provided to You under this Agreement; and
              • for any losses (including lost profits, trading losses or other damages) relating to services or information provided to You under this Agreement including information which is inaccurate, incomplete, late, defective or unavailable; and
              • for any losses to You due to Your delay in reporting any of the events in "Your responsibilities under this Agreement". 

              In no event will FTIS be liable to You for any loss or damages caused by force majeure, riot, war or natural events or due to other occurrences for which FTIS is not responsible (e.g. strike, lock-out, administrative acts of domestic or foreign high authorities).  In cases of gross negligence, wilful misconduct and in all other cases the liability of FTIS for any loss or damages connected with the provision of the services described in this Agreement in any given calendar year is limited to the total amount of commissions which you have received from FTIS in the calendar year preceding the year in which such loss or damage has occurred. If you have not received any commissions in the preceding year, the corresponding amount will be the amount of the commissions which can be expected in good faith for the year in which the corresponding loss or damage has occurred.

              Security of the Internet

              You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorised third parties when communicated between You and FTIS using the Internet, other network communications facilities, telephone or any other electronic means. FTIS is not responsible for the security of information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information.

              Your understanding of this Agreement and Your authority to act

              You acknowledge that, in providing You with the ability to conduct business under this Agreement, FTIS has relied upon Your consent to be bound by the terms of this Agreement and Your Terms of Business or Sub-Distribution Agreement. You further acknowledge that You have read, understand and agreed to be bound by the terms of the current prospectus, key features document and application form (as amended from time to time) relating to the FTI Products and any other agreement with FTIS that applies to Your account, all as currently in effect and amended from time to time. You represent, and shall be deemed to repeat each time you use the electronic services provided to You under this Agreement, that

              (a) You are duly organized and validly existing under the laws of the jurisdiction in which You were formed or incorporated;

              (b) You have full power and authority to enter into and perform Your obligations under this Agreement; and

              (c) this Agreement has been duly authorized, executed, and delivered on Your behalf by persons empowered to do so.

              Trade Mark protection

              FTIS, for its own account and the account of affiliates, reserves all rights to the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to it. All sales documentation, promotional, marketing, advertising or other written or printed material or performance information or data which includes any of the trademarks, trade names, copyrights or other forms of industrial property or similar rights which belong to FTIS and/or its affiliates which is prepared, distributed, instructed and/or issued by or on behalf of You or with the permission of You (except for such documentation, material, information or data produced and provided by FTIS to You, or performance information or data produced by any third party) shall require prior written approval of FTIS or its designee. In the event that You fail to obtain such prior written approval, FTIS shall be entitled to terminate this Agreement forthwith without penalty and without prejudice to its rights to claim for damages or indemnification against you -pursuant to this Agreement or otherwise. In the event of termination of this Agreement, you shall cease using the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to FTIS and FTIS shall decide whether (i) You must destroy immediately all such documentation and materials bearing the trademarks, trade names, or any other intellectual or industrial property rights owned by FTIS or its affiliates or (ii) if such documentation and materials should be returned.

              You shall not after termination of this Agreement make any use of or claim any right to any of trademarks or other logo, mark or design owned or used by FTIS and any of its associates or affiliates and FTI Products.

               

              Changes to this Agreement

              Any amendments of this Agreement will be notified to You. They shall be deemed to have been approved unless You object in writing within one month from the notification of the amendments.

              Assignation

              You shall not sub-contract or transfer any of Your rights or obligations under this Agreement without the prior written consent of the FTIS.  It is expressly understood, however, that FTIS may assign any of its rights and obligations under this Agreement to any of its affiliates at any time without your prior consent.

              Governing Law and Jurisdiction

              This Agreement shall be governed by and construed in accordance with Luxembourg law. The Luxembourg courts shall have exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement for which purposes both parties agree to submit to its jurisdiction.

              Miscellaneous

              Should any provision in this Agreement become wholly or partially ineffective, this shall not affect the validity of the remaining provisions of the Agreement. In place of the ineffective provision an appropriate regulation shall apply which Ė as far as it is legally possible Ė most closely reflects the intention of the parties concluding this Agreement.

                   

                   
                   

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                  Dealer Electronic Services Agreement
                   

                  Purpose of Agreement

                  The Dealer Electronic Services Agreement (the "Agreement") is designed to help Intermediaries to conduct business with Templeton Asset Management Ltd (ďTAMLĒ) and to use information, products and services available through the Singapore TAML Web Site (the "Site"). Only Intermediaries who agree to the terms of this Agreement (referred to as "You") will be able to conduct business with TAML using the Site. Nothing in this Agreement should be construed as a solicitation or recommendation to buy or sell any products including advice involving suitability of any investment strategies of Franklin Resources, Inc. and/or its associated subsidiaries and affiliates that are within the Franklin Templeton Investments corporate group of companies ("TAML Products"). You agree that You are solely responsible for determining the nature, potential value and suitability for Your Clients of any particular security, transaction or investment strategy. You acknowledge Your duty to monitor Your Clients' accounts and to make decisions to invest in TAML Products accordingly. Reliance on content or information obtained from or through the Site is at Your sole risk.

                  This Agreement is intended to supplement and not to replace Your Distribution Agreement with TAML which shall continue in full force and effect. In the case of a conflict between Your Distribution Agreement and this Agreement, the provisions of this Agreement shall prevail.

                  Services provided

                  TAML may make available services that allow You to look up details of the units/shares in TAML Products held by clients who have appointed You as their Intermediary or dealer of record with respect to TAML Products ("Client(s)") within designated accounts which Clients, or which You on behalf of Your Clients, open and maintain with TAML. By looking up Clientsí details in this way, You represent to TAML that You are authorised to use the Site to do so. TAML may, at any time and for any reason, remove particular products from the list of TAML Products and may vary or remove the services that we make available to You under this Agreement.

                  Your responsibilities

                  In accepting the terms of this Agreement, You agree that You assume certain responsibilities:

                  1. You will maintain a written list of the "Authorized Persons" who are authorized by You to access or use the Site under this Agreement, and will make this list available to TAML on request. You will not provide Client Account Information to any person other than an Authorised Person and shall ensure and monitor that these Authorised Persons comply with this Agreement and other applicable regulations.

                  2. In the event that trade confirmations and/or account statements solely in electronic form through the services contemplated by this Agreement are available and you elect to receive them, You are under an obligation to review each trade confirmation and/or account statement for accuracy and completeness and notify TAML within three business days of the relevant trade confirmation or account statement becoming available for viewing through these services of any items You believe to be inaccurate. Failure to submit Your objection in time will constitute deemed approval of the confirmation or statement.

                  3. You will take appropriate steps to maintain, and ensure that Your Authorized Persons maintain, the confidentiality of all User names and Passwords, as well as any security codes assigned to You by TAML for purposes of allowing You to modify User names and Passwords.

                  4. You will be solely responsible for the use of any information, services using Your User names and Passwords or those of Your Authorized Persons. Any instructions communicated to TAML through these means will be deemed to have been sent and authorized by You and shall be deemed to have been made at the time and in the form received by TAML except otherwise affected by TAMLís systems or otherwise under circumstances controlled by TAML.

                  5. Neither You nor any Authorized Persons will impersonate any other person or entity by posting communications using a false or misleading user name or otherwise attempting to participate in an anonymous manner. You agree that we do not have a duty to question information or instruction You give to us under this Agreement, and that we are entitled to treat as authorised, and act upon, any such information or instructions You submit to us.

                  6. You may also be able to access information concerning client accounts ("Client Account Information"). However, You are not authorized to access Client Account Information for:

                  (i) any Clients other than the Clients that You are responsible for servicing;

                  (ii) any Clients who have terminated their relationship with You; or

                  (iii) any Clients who have informed You or TAML that they no longer wish You to access their Client Account Information, and any attempt to do so may result in criminal or civil prosecution. You also agree not to use Your Client Account Information for any unauthorised purpose.

                  7. You will notify TAML immediately if You or any Authorised Persons:

                  (i) become aware of any loss or theft of User names, Passwords or any other security codes;

                  (ii) become aware of any unauthorized use of User names, Passwords or any other security codes, or of the Site.

                  Confidentiality

                  You undertake and acknowledge that all Information received from TAML in whatever form be kept strictly confidential and shall not be disclosed to third parties without the prior written Singapore Electronic Services Dealer Agreement, 7 October 2016 permission of TAML. The Information received hereunder shall not be used for any purpose other than the abovementioned Purpose without the prior written permission of TAML. Subject to the foregoing, you shall restrict access to Information received from TAML to only those of your employees to whom such access is necessary for carrying out the Purpose and advise such employees of the obligations assumed herein.

                  You shall in no event use a lower degree of care in safeguarding the TAMLís Information than you use for your own information of like sensitivity and importance and upon discovery of any unauthorised disclosure of Information in your possession, you shall use your best endeavours to prevent any further disclosure or unauthorised use thereof. All material embodying Information or relevant or related thereto whether or not supplied by TAML, including, without limitation, rejected drawings, scrap papers, photographic negatives, or computer input or output, and including all copies of any kind shall be returned or destroyed upon written request of TAML. You shall adhere to all the policies, laws and regulations with respect to the Information or products received from the TAML.

                  Security of the Internet

                  The ability to conduct certain business by computer under this Agreement will allow You to communicate electronically with TAML by email, other network communications facilities, telephone or any other electronic means. You agree to the following conditions regarding Your use of electronic communications:

                  • You understand that You may not use e-mail to transmit instructions in relation to TAML Products to TAML and that TAML will not act on instructions transmitted to it via e-mail.
                  • You acknowledge that TAML may review and store any electronic communication which You submit to TAML and TAML may disclose the content of such communication should it be legally required to do so. TAML will not be liable for any costs or damages or other liabilities as a result of releasing such information.
                  • You will not submit any electronic communication which is defamatory, obscene, abusive, threatening or encourages any client of the Franklin Resources, Inc. and/or its associated subsidiaries and affiliates that are the Franklin Templeton Investments corporate group of companies to become affiliated or do business with a competitor of TAML.
                  • You will not state or imply that Your electronic communications have been approved or endorsed by TAML without the prior consent of TAML.
                  • You agree that TAML will not be responsible for the security of information transmitted via the Internet.

                  TAML and other third party Information

                  Certain information including last sale transaction data and other financial market data, thirdparty research and analysts' reports, opinions, price charts, news reports, and other information relating to TAML Products or other products and securities in the market, may be made available as part of the Site or through a link from the Site. Such information is provided "as is" and on an "as available" basis. This information has been obtained through sources believed reliable. However, TAML will not be responsible for the accuracy, completeness of the information contained on the Site, or for the consequences of any reliance on such information.

                  Indemnification

                  You agree to defend, indemnify and hold TAML harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from:

                  (i) claims made against TAML or its holding companies and its associated subsidiaries and affiliates by any Client arising from Your delay, omission or failure in reporting any errors in confirmations or account statements provided to You by TAML under this Agreement;

                  (ii) Your violation of this Agreement, applicable laws or regulations, or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights; and/or

                  (iii) claims made by any Client as a result of Your failure, or the failure of any Authorised Person to fulfil Your responsibilities under this Agreement as listed above. This obligation will survive the termination of this Agreement.

                  Limitation of liability

                  Except in cases of wilful misconduct or gross negligence by TAML, TAML will not be liable to You :

                  • for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses and other damages) that result from inconvenience, delay or loss of the use of the electronic services provided under this Agreement ;
                  • for any failure of electronic or mechanical equipment or communication lines, telephone or other Internet problems, viruses, errors, configuration problems or incompatibility of computer hardware or software failure or unavailability of Internet access, Internet service providers or other equipment or services relating to Your computer, intermediate computer or communications networks or facilities, data transmission facilities or Your telephone or telephone service, or unauthorised access, theft, operator errors, severe weather, natural disasters or employment disputes; ;
                  • for any damage to Your computer, software, modem, telephone or other property resulting from Your use of the electronic services provided to You under this Agreement; and
                  • for any losses (including lost profits, trading losses or other damages) relating to services or information provided to You under this Agreement including information which is inaccurate, incomplete, late, defective or unavailable ;

                  In no event will TAML be liable to You for any loss or damages caused by riot, war or natural events or due to other occurrences outside the control of TAML or for which TAML is not responsible (e.g. strike, lock-out, administrative acts of domestic or foreign authorities).

                  Your Representations

                  You undertake to use the Site in a manner consistent with all applicable laws and regulations. You acknowledge that, in providing You with the services contemplated this Agreement, TAML has relied upon Your consent to be bound by the terms of this Agreement and Your Distribution Agreement. You further acknowledge that You have read, understood and agreed to be bound by the terms of the current prospectus and application form (as amended from time to time) relating to the TAML Products and any other agreement with TAML that applies to Your account, all as Singapore Electronic Services Dealer Agreement, 7 October 2016 currently in effect and amended from time to time. You represent, and shall be deemed to repeat each time you use the electronic services provided to You under this Agreement, that:

                  (a) You are duly organized and validly existing under the laws of the jurisdiction in which You were formed or incorporated;

                  (b) You have full power and authority to enter into and perform Your obligations under this Agreement; and

                  (c) this Agreement has been duly authorized, executed, and delivered on Your behalf by persons empowered to do so. .

                  Trade Mark protection

                  TAML, for its own account and the account of affiliates, reserves all rights to the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to it. You shall be entitled to distribute to Your customers in Singapore the approved marketing materials, literature and publications produced and supplied to You by TAML, provided that:

                  (i) You shall not alter, amend or qualify those materials in any way; and

                  (ii) You shall comply with all applicable laws and regulations in the course of distributing those materials to Your Clients. All sales documentation, promotional, marketing, advertising or other written or printed material or performance information or data which includes one or more of the names FRANKLIN, FRANKLIN and Design, TEMPLETON, FRANKLIN TEMPLETON, the Ben Franklin Portrait Design and/or FRANKLIN TEMPLETON and Design which are owned by TAML or its holding company (the "Marks"), which is prepared, instructed, controlled and/or issued by You or on Your behalf, or with Your permission, shall require the written approval of TAML prior to distribution. Such written or printed material may be distributed only to clients in Singapore and shall bear the following legend: "FRANKLIN TEMPLETON and the Ben Franklin Portrait Logo are trademarks owned by Templeton Asset Management Limited.";

                  (iii) You shall co-operate with TAML in any prosecution or defence of the Marks that, in the judgement of TAML, may be necessary or desirable. However, TAML has no obligation to take any action whatsoever in the event that a claim of TAML, for its own account and the account of its related companies, reserves all rights to the Marks;

                  (iv) You acknowledge and agree that You do not have and will not assert any proprietary rights whatsoever in the Marks. TAML shall be responsible for the recordation of this Agreement with any government authority, if necessary or desirable, and any related expenses. You shall sign any document deemed necessary to obtain the recordation, and shall assist TAML as necessary.

                  Termination

                  This Agreement cannot be terminated unreasonably by TAML or by You. However, it can be terminated by either party by serving written notice to the other party on the occurrences of one of the following events:

                  (i) if You or TAML terminate the Distribution Agreement which You agreed with TAML, without limitation to TAMLís other rights;

                  (ii) if You fail to comply with the terms of this Agreement.

                  On termination of this Agreement, Your access the Site and/or deal in any TAML Products or service offered through the Site will be denied and will promptly return to TAML all materials associated with TAML.

                  Changes to this Agreement

                  Any amendments of this Agreement will be notified to You. They shall be deemed to have been approved unless You object in writing within 14 days from the notification of the amendments.

                  Assignment

                  You shall not sub-contract or transfer any of Your rights or obligations under this Agreement without the prior written consent of the TAML.

                  Governing Law and Jurisdiction

                  This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. The courts of the Republic of Singapore shall have non-exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement.

                  Miscellaneous

                  Should any provision in this Agreement become wholly or partially ineffective, this shall not affect the validity of the remaining provisions of the Agreement. In place of the ineffective provision an appropriate regulation shall apply which Ė as far as it is legally possible Ė most closely reflects the intention of the parties concluding this Agreement.

                       

                       
                       

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                      Dealer Electronic Services Agreement
                       

                      Purpose of Agreement

                      The Electronic Services Dealer Agreement (the "Agreement") is designed to help Intermediaries to conduct business with Franklin Templeton Investment Management Limited, Spanish branch ("FTIML, Spanish branch") and to use information, products and services available through the Spanish FTIML Web Site (the "Site"). Only Intermediaries who agree to the terms of this Agreement (referred to from now on as "You") will be able to conduct business with FTIML, Spanish branch using the Site. Nothing in this Agreement should be construed as a solicitation or recommendation to buy or sell any products of Franklin Resources, Inc. and its associated subsidiaries and affiliates, including the FTIML, Spanish branch group of companies ("FTIML Spanish branch Products").

                      Your consent to the terms of this Agreement

                      By signing this Agreement, You indicate that You understand its terms and that You will use the Site in a manner consistent with applicable laws and regulations and in accordance with the terms in this Agreement, as the same may be amended from time to time. You acknowledge that this Agreement is intended to supplement and not to replace Your Sub-Distribution Agreement which shall continue in full force and effect. In the case of a conflict between Your Sub-Distribution Agreement and this Agreement, the provisions of this Agreement shall prevail.

                      What this Agreement allows You to do.

                      FTIML, Spanish branch may make available services that allow You to look up details of the shares in FTIML Products held by clients who have appointed You as their Intermediary or dealer of record with respect to FTIML Products ("Client(s)") within designated accounts which Clients, or which You on behalf of Your Clients, open and maintain with FTIML, Spanish branch. By looking up Clientsí details in this way, You represent to FTIML, Spanish branch that You have all necessary Client authority to use the Site to do so. FTIML, Spanish branch may, at any time and for any reason, remove particular products from the list of FTIML Spanish branch Products and may vary or remove the services which we make available to You under this Agreement.

                       Term of this Agreement and Termination

                      This Agreement may be terminated by FTIML, Spanish branch or by You at any time and on any grounds, but in no case unreasonably, by written notice to the other party. This Agreement will terminate automatically when You or FTIML, Spanish branch terminate the Sub-Distribution Agreement which You agreed with FTIML, Spanish branch, or without limitation to FTIML, Spanish branchís other rights, You fail to comply with the terms of this Agreement. FTIML, Spanish branch reserves the right, without liability, at any time, but in no case unreasonably, to deny or restrict Your access to conduct business through the Site or to deal in any FTIML, Spanish branch product or service offered through the Site and to terminate this Agreement. If this Agreement is terminated, You will immediately stop using the Site for the purposes of conducting business with FTIML, Spanish branch and will promptly return to FTIML, Spanish branch all materials associated with FTIML, Spanish branch.

                       Your responsibilities under this Agreement

                      In accepting the terms of this Agreement, You agree that You assume certain responsibilities: You will maintain a written list of those of Your directors, officers, partners or members, employees, representatives and agents who are authorized by You to access or use the Site ("Authorized Persons") under this Agreement, and will make this list available to FTIML, Spanish branch on request. You are responsible for the compliance by Your Authorized Persons, or any other person who may access the Site from Your organization, with the terms of this Agreement and other applicable regulations. You will monitor Your Authorized Persons in a manner reasonably designed to ensure that, in connection with their use of the Site, they comply with this Agreement and such regulations. You acknowledge that, as an Intermediary, You are under an obligation to review promptly each trade confirmation and account statement (or their electronic counterparts if available) for accuracy and completeness and to immediately notify FTIML, Spanish branch of any items You believe to be inaccurate. You agree that any objection to a trade or position set forth on any confirmation or account statement must be submitted within 10 days after receipt of such confirmation or statement. Failure to submit Your objection in time will constitute deemed approval of the confirmation or statement. You will be provided with a user identification ("User name") and sign-on password ("Password") for each of Your Authorized Persons. You will take appropriate steps to maintain, and ensure that Your Authorized Persons maintain, the confidentiality of all User names and Passwords, as well as any security codes assigned to You by FTIML, Spanish branch for purposes of allowing You to modify User names and Passwords. You will be solely responsible for the use of any information, services using Your User names and Password or those of Your Authorized Persons. Any instructions communicated to FTIML, Spanish branch through these means will be deemed to have been sent and authorized by You and shall be deemed to have been made at the time received by FTIML, Spanish branch and in the form received except for instructions which have been erroneously generated, repeated, changed or otherwise affected by FTIML, Spanish branchís systems or otherwise under circumstances controlled by FTIML, Spanish branch. Neither You nor any Authorized Person will impersonate any other person or entity by posting communications using a false or misleading User name or otherwise attempting to participate in an anonymous manner. You will notify FTIML, Spanish branch immediately if You or any Authorised Persons

                      • become aware of any loss or theft of a User name, Passwords or any other security codes;
                      • become aware of any unauthorized use of a User name, Passwords or any other security codes, or of the Site;
                      • fail to receive an accurate confirmation of a trade within five working days of instructing an order on behalf of a Client;
                      • receive confirmation of a trade that was not placed by You or on Your behalf, or any similarly inaccurate or conflicting report or information.

                      Use of E-mail

                      The ability to conduct certain business by computer under this Agreement will allow You to communicate electronically with FTIML, Spanish branch by email and other means. You agree to the following conditions regarding Your use of electronic communications:

                       

                      • You understand that You may not use e-mail to transmit instructions in relation to FTIML, Spanish branch Products to FTIML, Spanish branch and that FTIML, Spanish branch will not act on instructions transmitted to it via e-mail. 
                      • You acknowledge that FTIML, Spanish branch may review and store any electronic communication which You submit to FTIML, Spanish branch and FTIML, Spanish branch may disclose the content of such communication should it be legally required to do so. FTIML, Spanish branch will not be liable for any costs or damages or other liabilities as a result of releasing such information. 
                      • You will not submit any electronic communication which is defamatory, obscene, abusive, threatening or encourages any client of the FTIML, Spanish branch group of companies to become affiliated or do business with a competitor of FTIML, Spanish branch. 
                      • You will not state or imply that Your electronic communications have been approved or endorsed by FTIML, Spanish branch without the consent of FTIML, Spanish branch.

                      FTIS and other third party Information

                      Certain information including last sale transaction data and other financial market data, third-party research and analysts' reports, opinions, price charts, news reports, and other information relating to FTIML, Spanish branch Products or other products and securities in the market, may be made available as part of the Site or though a link from the Site. Such information is provided "as is" and on an "as available" basis. This information has been obtained through sources believed reliable but FTIML, Spanish branch makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, reliability or availability of, such information.

                       Information concerning Client Accounts

                      You may also be able to access information concerning client accounts ("Client Account Information") which is also proprietary and confidential. You will not provide Client Account Information to any person other than a duly authorised officer, employee or partner of Your business and You shall ensure that such officer, employee or partner shall not provide Client Account Information to any other person. You are not authorized to access Client Account Information for

                      (i) any Clients other than the Clients that You are responsible for servicing

                      (ii) any Clients who have terminated their relationship with You or

                      (iii) any Clients who have informed You or FTIML, Spanish branch that they no longer wish You to access their Client Account Information, and any attempt to do so may result in criminal or civil prosecution. You also agree not to use Your Client Account Information for any purpose not specifically authorized by Your Clients.

                       No advice

                      You agree and acknowledge that any information You receive pursuant to this Agreement is not intended to constitute investment, tax or legal advice. You agree that You are solely responsible for determining the nature, potential value and suitability for Your Clients of any particular security, transaction or investment strategy. You acknowledge Your duty to monitor Your Clients' accounts and to make decisions to invest in FTIML, Spanish branch Products accordingly. Reliance on content or information obtained from or through the Site is at Your sole risk. FTIML, Spanish branch does not give advice or recommendations regarding particular FTIML, Spanish branch Products, including advice involving suitability of and investment strategies.

                       Indemnification

                      You agree to defend, indemnify and hold FTIML, Spanish branch harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from

                      (i) claims made against FTIML, Spanish branch by any Client arising from Your delay in reporting any errors in confirmations or account statements provided to You by FTIML, Spanish branch under this Agreement (ii) Your violation of this Agreement, applicable laws or regulations, or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights

                      (iii) claims made by any Client as a result of Your failure, or the failure of any Authorised Person to fulfil Your responsibilities under this Agreement as listed above. This obligation will survive the termination of this Agreement.

                       Limitation of liability

                      Except in cases of breach of essential contractual duties under this Agreement, FTIML, Spanish branch will not be liable for simple negligence. Except in cases of wilful misconduct or gross negligence by FTIML, Spanish branch, FTIML, Spanish branch will not be liable to You: DDD

                      •  for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses and other damages) that result from inconvenience, delay or loss of the use of the electronic services provided under this Agreement; 
                      • for any failure of electronic or mechanical equipment or communication lines, telephone or other Internet problems, viruses, errors, configuration problems or incompatibility of computer hardware or software failure or unavailability of Internet access, Internet service providers or other equipment or services relating to Your computer, intermediate computer or communications networks or facilities, data transmission facilities or Your telephone or telephone service, or unauthorised access, theft, operator errors, severe weather, natural disasters or employment disputes;
                      • for any damage to Your computer, software, modem, telephone or other property resulting from Your use of the electronic services provided to You under this Agreement; 
                      • for any losses (including lost profits, trading losses or other damages) relating to services or information provided to You under this Agreement including information which is inaccurate, incomplete, late, defective or unavailable; and
                      • for any loss to You due to Your delay in reporting any of the events in "Your Responsibilities under this Agreement".

                       

                      In no event will FTIML, Spanish branch be liable to You for any loss or damages caused by force majeure, riot, war or natural events or due to other occurrences for which FTIML, Spanish branch is not responsible (e.g. strike, lock-out, administrative acts of domestic or foreign high authorities).  In cases of gross negligence, wilful misconduct and in all other cases the liability of FTIML, Spanish branch for any loss or damages connected with the provision of the services described in this Agreement in any given calendar year is limited to the total amount of commissions which You have received from FTIML, Spanish branch in the calendar year preceding the year in which such loss or damage has occurred. If You have not received any commissions in the preceding year, the corresponding amount will be the amount of the commissions which can be expected in good faith for the year in which the corresponding loss or damage has occurred.

                       Security of the Internet

                      You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorised third parties when communicated between You and FTIML, Spanish branch using the Internet, other network communications facilities, telephone or any other electronic means. FTIML, Spanish branch is not responsible for the security of information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information.

                       Your understanding of this Agreement and Your authority to act

                      You acknowledge that, in providing You with the ability to conduct business under this Agreement, FTIML, Spanish branch has relied upon Your consent to be bound by the terms of this Agreement and Your Sub-Distribution Agreement. The parties hereby waive the requirements to provide previous and subsequent information to this Agreement as established in articles 27 and 28 of Act 34/2002 of July 11.  You further acknowledge that You have read, understand and agreed to be bound by the terms of the current prospectus, key features document and application form (as amended from time to time) relating to the FTIML, Spanish branch Products and any other agreement with FTIML, Spanish branch that applies to Your account, all as currently in effect and amended from time to time. You represent, and shall be deemed to repeat each time You use the electronic services provided to You under this Agreement, that

                      (a) You are duly organized and validly existing under the laws of the jurisdiction in which You were formed or incorporated;

                      (b) You have full power and authority to enter into and perform Your obligations under this Agreement; and

                      (c) this Agreement has been duly authorized, executed, and delivered on Your behalf by persons empowered to do so.

                      Trade Mark protection

                      FTIML, Spanish branch, for its own account and the account of affiliates, reserves all rights to the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to it. All sales documentation, promotional, marketing, advertising or other written or printed material or performance information or data which includes any of the trademarks, trade names, copyrights or other forms of industrial property or similar rights which belong to FTIML, Spanish branch and/or its affiliates which is prepared, distributed, instructed and/or issued by or on behalf of You or with the permission of You (except for such documentation, material, information or data produced and provided by FTIML, Spanish branch to You, or performance information or data produced by any third party) shall require prior written approval of FTIML, Spanish branch or its designee. In the event that You fail to obtain such prior written approval, FTIML, Spanish branch shall be entitled to terminate this Agreement forthwith without penalty and without prejudice to its rights to claim for damages or indemnification against You -pursuant to this Agreement or otherwise. In the event of termination of this Agreement, You shall cease using the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to FTIML, Spanish branch and FTIML, Spanish branch shall decide whether (i) You must destroy immediately all such documentation and materials bearing the trademarks, trade names, or any other intellectual or industrial property rights owned by FTIML, Spanish branch or its affiliates or (ii) if such documentation and materials should be returned.

                      You shall not after termination of this Agreement make any use of or claim any right to any of trademarks or other logo, mark or design owned or used by FTIML, Spanish branch and any of its associates or affiliates and FTIML, Spanish branch Products.

                      Changes to this Agreement

                      Any amendments of this Agreement will be notified to You. They shall be deemed to have been approved unless You object in writing within one month from the notification of the amendments.

                       Assignation

                      You shall not sub-contract or transfer any of Your rights or obligations under this Agreement without the prior written consent of the FTIML, Spanish branch.

                       Governing Law and Jurisdiction

                      This Agreement shall be governed by and construed in accordance with Spanish law.The Madrid courts shall have exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement for which purposes both parties agree to submit to its jurisdiction.

                       Miscellaneous

                      Should any provision in this Agreement become wholly or partially ineffective, this shall not affect the validity of the remaining provisions of the Agreement. In place of the ineffective provision an appropriate regulation shall apply which Ė as far as it is legally possible Ė most closely reflects the intention of the parties concluding this Agreement.

                           

                           
                           

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                          Overeenkomst inzake elektronische dienstverlening aan dealers
                           

                          Doel van de Overeenkomst

                          Deze Overeenkomst inzake elektronische dienstverlening aan dealers (de "Overeenkomst") is bedoeld ter ondersteuning van Tussenpersonen die zaken willen doen met Franklin Templeton Investment Management Limited ("FTIML") en gebruik willen maken van de informatie, producten en diensten die via de Nederlandse  FTIML-website (de "Site") beschikbaar worden gesteld. Uitsluitend de Tussenpersonen die met het bepaalde in deze Overeenkomst akkoord gaan (hierna te noemen: "U"), kunnen via de Site met FTIML zaken doen.

                           

                          Het bepaalde in deze Overeenkomst mag niet zodanig worden uitgelegd als zou het gaan om een uitnodiging of aanbeveling tot het kopen of verkopen van producten van Franklin Resources, Inc., haar dochtermaatschappijen of gelieerde ondernemingen, de FTIML-groep daaronder begrepen ("FTIML-producten").

                           

                          Uw instemming met het bepaalde in deze Overeenkomst

                          Door ondertekening van deze Overeenkomst geeft u aan dat u bekend met het bepaalde in deze Overeenkomst en dat u van de Site gebruik zult maken in overeenstemming met de toepasselijke wet- en regelgeving en conform het bepaalde in deze Overeenkomst, inclusief eventuele wijzigingen daarop. U bent ermee bekend dat deze Overeenkomst bedoeld is als aanvulling op en niet ter vervanging van uw Zakelijke Voorwaarden c.q. uw CliŽnt-Remisier Overeenkomst, welke onverminderd van kracht blijven. Ingeval van strijdigheid tussen het bepaalde in uw Zakelijke Voorwaarden c.q. uw CliŽnt-Remisier Overeenkomst enerzijds en deze Overeenkomst anderzijds heeft het bepaalde in deze Overeenkomst voorrang.

                          De voordelen die deze Overeenkomst u biedt

                          FTIML kan diensten aan u beschikbaar stellen waarmee u informatie kunt opvragen over de door cliŽnten gehouden aandelen FTIML, welke cliŽnten u als Tussenpersoon of als dealer of record hebben aangesteld met betrekking tot FTIML-producten ("CliŽnt(en)") binnen daartoe aangewezen rekeningen die door CliŽnten of door u namens uw CliŽnten bij FTIML zijn geopend en aldaar worden aangehouden. Door de gegevens van CliŽnten op deze wijze op te vragen, verklaart u jegens FTIML dat u daartoe schriftelijk alle machtigingen en toestemmingen van uw CliŽnten heeft verkregen. Voorts verklaart u jegens FTIML dat u uw CliŽnt naar behoren heeft ingelicht omtrent de omvang van de informatie waartoe u toegang verkrijgt, voordat uw CliŽnt bedoelde schriftelijke toestemming aan u heeft verleend.FTIML kan te allen tijde om welke reden dan ook bepaalde producten van de productlijst van FTIML verwijderen, wijzigingen aanbrengen in de Diensten die wij ingevolge deze Overeenkomst aan u beschikbaar stellen of deze Diensten stopzetten.

                          Duur van deze Overeenkomst en beŽindiging

                          Deze Overeenkomst kan te allen tijde om welke reden dan ook, doch niet op onredelijke gronden, door FTIML of door u worden beŽindigd door middel van een schriftelijke kennisgeving aan de wederpartij. Deze Overeenkomst eindigt automatisch bij beŽindiging van de Zakelijke Voorwaarden of uw CliŽnt-Remisier Overeenkomst door FTIML of door u of dan wel ingeval u tekortschiet in de nakoming van het bepaalde in deze Overeenkomst, zulks onverminderd de overige rechten van FTIML. FTIML behoudt zich te allen tijde, doch nimmer op onredelijke gronden, het recht voor om u - zonder verdere aansprakelijkheid - de toegang tot de Site voor het verrichten van transacties via de Site of het handelen in producten of diensten van FTIML via de Site te ontzeggen of daaraan beperkingen te stellen en deze Overeenkomst te beŽindigen. Ingeval van beŽindiging van deze Overeenkomst dient u het gebruik van de Site voor het verrichten van transacties met FTIML onmiddellijk te staken en alle materialen die betrekking hebben op FTIML terstond aan FTIML te retourneren.

                          Uw verplichtingen uit hoofde van deze Overeenkomst

                          Aanvaarding van het bepaalde in deze Overeenkomst betekent dat u bepaalde verplichtingen aangaat: u dient een schriftelijk overzicht bij te houden van de bestuursleden, functionarissen, partners of leden, werknemers, vertegenwoordigers en agenten van uw organisatie aan wie u machtiging heeft verleend om in het kader van deze Overeenkomst toegang te verkrijgen tot of gebruik te maken van de Site ("Bevoegde Personen"). U dient dit overzicht desgevraagd aan FTIML beschikbaar te stellen. U bent ervoor verantwoordelijk dat de bij u Bevoegde Personen en alle overige personen binnen uw organisatie die toegang verkrijgen tot de Site, het bepaalde in deze Overeenkomst en alle overige toepasselijke regelgeving in acht nemen. U dient een redelijke mate van toezicht over de bij u Bevoegde Personen uit te oefenen teneinde ervoor te zorgen dat zij conform het bepaalde in deze Overeenkomst en alle toepasselijke regelgeving van de Site gebruikmaken. U bent ermee bekend dat u als Tussenpersoon verplicht bent om elke transactiebevestiging en elk rekeningoverzicht (dan wel de elektronische versie daarvan) terstond op juistheid en volledigheid te controleren en FTIML onmiddellijk in kennis stellen van eventuele posten die volgens u onjuist zijn. U gaat ermee akkoord dat een eventueel bezwaar tegen een in een bevestiging of overzicht vermelde transactie of positie binnen 10 dagen na ontvangst daarvan moet worden ingediend. Indien u een eventueel bezwaar niet tijdig indient, wordt u geacht met de bevestiging of het overzicht akkoord te gaan. U ontvangt een gebruikers-ID ("Gebruikersnaam") en een toegangswachtwoord ("Wachtwoord") voor elke bij u Bevoegde Persoon. U dient de nodige maatregelen te nemen om ervoor te zorgen dat geheimhouding wordt betracht, ook door de bij u Bevoegde Personen, met betrekking tot alle Gebruikersnamen en Wachtwoorden alsmede met betrekking tot eventuele beveiligingscodes die u van FTIML heeft ontvangen voor het wijzigen van Gebruikersnamen en Wachtwoorden. U bent als enige verantwoordelijk voor het gebruik van informatiediensten waarbij gebruikgemaakt wordt van uw Gebruikersnamen en Wachtwoorden of van de Gebruikersnamen en Wachtwoorden van de bij u Bevoegde Personen. Via deze middelen aan FTIML gegeven instructies worden geacht door u te zijn verstuurd en akkoord bevonden en worden geacht te zijn gegeven op het moment waarop en in de vorm waarin de betreffende instructies door FTIML zijn ontvangen, tenzij sprake is van instructies die bij vergissing gegenereerd, herhaald, gewijzigd of anderszins beÔnvloed zijn door de systemen van FTIML of anderszins onder omstandigheden tot stand zijn gekomen die binnen de macht van FTIML gelegen zijn. Het is u noch de bij u Bevoegde Personen toegestaan om zich als een ander voor te doen door onder een valse of misleidende gebruikersnaam berichten te versturen of anderszins te trachten anoniem deel te nemen. U dient onmiddellijk met FTIML contact op te nemen ingeval u of een bij u Bevoegde Persoon:

                          • verlies of diefstal van een Gebruikersnaam, Wachtwoord of overige beveiligingscode constateert;
                          • merkt dat zonder toestemming gebruik is gemaakt van een Gebruikersnaam, Wachtwoord of overige beveiligingscode dan wel van de Site;
                          • niet binnen vijf werkdagen na het opgeven van een order namens een CliŽnt een juiste bevestiging heeft ontvangen van de betreffende transactie;
                          • een bevestiging heeft ontvangen van een order die niet door of namens u is opgegeven dan wel een soortgelijke onjuiste of tegenstrijdige rapportage of informatie heeft ontvangen.

                          Gebruik van e-mail

                           

                          De mogelijkheid om bepaalde transacties ingevolge deze Overeenkomst via de computer te verrichten, brengt met zich mee dat u elektronisch per e-mail en overige middelen met FTIML kunt communiceren. U gaat ermee akkoord dat bedoelde elektronische berichtgeving onder de navolgende voorwaarden geschiedt:

                          • U bent ermee bekend dat u instructies met betrekking tot FTIML-producten niet per e-mail aan FTIML dient op te geven en dat FTIML geen uitvoering geeft aan instructies die zij per e-mail heeft ontvangen.
                          • U bent ermee bekend dat FTIML de door u aan FTIML verstuurde elektronische berichten mag controleren en opslaan en de inhoud daarvan bekend mag maken indien zij daartoe rechtens is verplicht. FTIML is niet aansprakelijk voor schade, kosten en overige verplichtingen als gevolg van de bekendmaking van bedoelde informatie.
                          • U mag geen elektronische berichten versturen waarvan de inhoud lasterlijk, obsceen, beledigend of bedreigend is of die cliŽnten van de Franklin FTIML-groep aansporen om met een concurrent van FTIML samen te werken of zaken te doen.
                          • U mag zonder toestemming van FTIML niet verklaren of suggereren dat uw elektronische berichten door FTIML zijn goedgekeurd of door haar worden onderschreven.

                          Informatie van FTIML en van derden

                          Bepaalde informatie kan beschikbaar worden gesteld als onderdeel van de Site of via een link op de Site, zoals gegevens over recente verkooptransacties en overige financiŽle marktgegevens, onderzoeks- en analyserapporten van derden, adviezen, koersgrafieken, nieuwsberichten en overige informatie met betrekking tot de Producten van Franklin Templeton en overige producten en effecten. Dergelijke informatie wordt "as is" en op basis van beschikbaarheid geleverd. Hoewel deze informatie afkomstig is uit betrouwbaar geachte bronnen, doet Franklin Templeton geen uitspraak en geeft zij garantie omtrent de juistheid, volledigheid, betrouwbaarheid of beschikbaarheid van die informatie.

                          Informatie met betrekking tot rekeningen van CliŽnten

                           

                          Het is ook mogelijk dat u toegang verkrijgt tot informatie met betrekking tot rekeningen van cliŽnten ("Rekeninggegevens van CliŽnten"), welke informatie eveneens privť en van vertrouwelijke aard is. U mag Rekeninggegevens van CliŽnten uitsluitend aan daartoe rechtsgeldig bevoegde functionarissen, werknemers of partners van uw onderneming verstrekken. Voorts dient u ervoor te zorgen dat deze functionarissen, werknemers of partners Rekeninggegevens van CliŽnten niet aan overige personen doorgeven. U bent niet bevoegd om Rekeninggegevens van CliŽnten in te zien ten behoeve van
                          (i) andere CliŽnten dan de CliŽnten aan wie u diensten verleent;

                          (ii) CliŽnten die hun relatie met u beŽindigd hebben; of

                          (iii) CliŽnten die aan u of FTIML hebben laten weten dat zij niet langer wensen dat u toegang tot hun Rekeninggegevens heeft. Voorts gaat u ermee akkoord dat u de Rekeninggegevens van uw CliŽnten niet voor andere doeleinden mag gebruiken dan die waarvoor u specifiek door uw CliŽnten bent gemachtigd.  

                          Geen advisering

                          U gaat ermee akkoord en bent ermee bekend dat de informatie die u ingevolge deze Overeenkomst ontvangt, niet bedoeld is als beleggingsadvies of fiscaal of juridisch advies. U stemt ermee in dat u als enige verantwoordelijk bent voor het bepalen van de aard, potentiŽle waarde of geschiktheid van bepaalde effecten of transacties of een bepaalde beleggingsstrategie  voor uw CliŽnten. U bent bekend met uw verplichting om de rekeningen van uw CliŽnten te bewaken en om beslissingen omtrent het al dan niet beleggen in FTIML-Producten dienovereenkomstig te nemen. Indien u zich op de inhoud of informatie baseert die u vanaf of via de Site heeft verkregen, doet u dit voor uw eigen risico. FTIML geeft geen adviezen en doet geen aanbevelingen ten aanzien van bepaalde FTIML-producten, advies omtrent de geschiktheid van de FTIML-producten daaronder begrepen.

                          Vrijwaring

                          U verleent FTIML vrijwaring tegen alle vorderingen, schade, aansprakelijkheid en (on)kosten (met inbegrip van maar niet beperkt tot de kosten van juridische bijstand) voortvloeiende uit:

                          (i) vorderingen van CliŽnten jegens FTIML wegens een door u niet-tijdig gedane melding van fouten in bevestigingen of rekeningoverzichten die FTIML ingevolge deze Overeenkomst aan u heeft verstrekt;

                          (ii) een schending van deze Overeenkomst, de toepasselijke wet- en regelgeving of de rechten van derden door u, waaronder begrepen inbreuk op auteursrechten en overige eigendomsrechten en schending van het recht op privacy;

                          (iii) vorderingen van CliŽnten als gevolg van een toerekenbare tekortkoming in de nakoming van uw verplichtingen ingevolge deze Overeenkomst door u of door een bij u Bevoegde Persoon als hierboven omschreven. Deze verplichting blijft ook na beŽindiging van deze Overeenkomst van kracht.  

                          Beperking van aansprakelijkheid

                          Behoudens ingeval van een toerekenbare tekortkoming in de nakoming van wezenlijke contractuele verplichtingen uit hoofde van deze Overeenkomst is FTIML niet aansprakelijk voor eenvoudige nalatigheid (simple negligence). Behoudens in geval van opzettelijk wangedrag (wilful misconduct) of grove nalatigheid (gross negligence) zijdens FTIML is FTIML jegens u niet aansprakelijk:

                          • voor indirecte of gevolgschade (consequential, incidental, special or indirect damages) (met inbegrip van maar niet beperkt tot winstderving, handelsverliezen en overige schade) voortvloeiende uit verlies, vertraging of ongemakken met betrekking tot het gebruik van de ingevolge deze Overeenkomst geleverde elektronische Diensten;
                          •  voor storingen in elektronische of mechanische apparatuur of communicatieverbindingen, telefonische of overige problemen met internet, virussen, fouten, configuratieproblemen, incompatibiliteit van computerhardware, storingen in software, niet-beschikbaarheid van internet, internet service providers of overige apparatuur of diensten met betrekking tot uw computer, tussenliggende computer- of communicatienetwerken of Ėfaciliteiten, faciliteiten voor gegevensoverdracht, telefoon of telefoonmaatschappij, dan wel voor ongeautoriseerde toegang, diefstal, gebruiksfouten, extreme weersomstandigheden, natuurrampen en arbeidsgeschillen;
                          • voor schade aan uw computer, software, modem, telefoon of overige eigendommen als gevolg van het gebruik dat u maakt van de ingevolge deze Overeenkomst aan u geleverde elektronische Diensten;
                          • voor schade (met inbegrip van winstderving, handelsverliezen of overige schade) in verband met de ingevolge deze Overeenkomst aan u geleverde Diensten of informatie, met inbegrip van onjuiste, onvolledige, niet tijdige, gebrekkige of niet beschikbare informatie; alsmede
                          • voor schade die u lijdt als gevolg van het feit dat u niet tijdig melding heeft gemaakt van gebeurtenissen als bedoeld in "Uw verplichtingen uit hoofde van deze Overeenkomst". 

                          FTIML is jegens u nimmer aansprakelijk voor schade die veroorzaakt wordt door overmacht, rellen, oorlog of natuurverschijnselen of overige omstandigheden waarvoor FTIML niet verantwoordelijk is (b.v. stakingen, lockouts, administratieve maatregelen van hogere instanties in binnen- of buitenland).  Ingeval van grove nalatigheid, opzettelijk wangedrag alsmede in alle overige gevallen is de aansprakelijkheid van FTIML voor schade in verband met de levering van de in deze Overeenkomst omschreven Diensten in enig kalenderjaar beperkt tot het totaalbedrag aan commissies dat u in het kalenderjaar voorafgaande aan het jaar waarin de schade zich heeft voorgedaan, van FTIML heeft ontvangen. Indien u in het voorgaande jaar geen commissie heeft ontvangen, geldt een bedrag aan commissie dat te goeder trouw naar schatting voor het jaar waarin de schade zich heeft voorgedaan, verwacht kan worden.

                          Internetbeveiliging

                          U bent ermee bekend dat derden zonder toestemming toegang kunnen verkrijgen tot gegevens, met inbegrip van e-mails, elektronische communicatie en persoonlijke financiŽle gegevens, die over en weer tussen u en FTIML worden uitgewisseld via internet, telefonisch of via overige netwerkcommunicatiefaciliteiten of elektronische middelen. FTIML is niet verantwoordelijk voor de beveiliging van informatie die via internet verstuurd wordt, voor de juistheid van de informatie op de Site of voor de gevolgen van het gebruik van die informatie.

                          Begrip van deze Overeenkomst en handelingsbevoegdheid

                          U bent ermee bekend dat nu FTMIL u de mogelijkheid biedt om ingevolge deze Overeenkomst zaken te doen, FTMIL ervan uitgaat dat u zich gebonden acht aan het bepaalde in deze Overeenkomst alsmede aan het bepaalde in uw Zakelijke Voorwaarden c.q. uw CliŽnt-Remisier Overeenkomst. U verklaart voorts dat u het bepaalde in het huidige prospectus, overzichtsdocument en aanvraagformulier (inclusief eventuele wijzigingen daarop) met betrekking tot de FTIML-producten, alsmede het bepaalde in overige overeenkomsten met FTIML die op uw account van toepassing zijn, inclusief eventuele wijzigingen daarop, heeft doorgelezen, begrijpt en zich daaraan gebonden acht. U verklaart dat:

                          (a) u rechtsgeldig bent opgericht overeenkomstig het recht van de plaats waar de oprichting is geschied;

                          (b) u volledig bevoegd en gemachtigd bent tot het aangaan en nakomen van uw verplichtingen uit hoofde van deze Overeenkomst; en dat

                          (c) deze Overeenkomst namens u door de daartoe bevoegde personen akkoord is bevonden en rechtsgeldig is ondertekend.

                          U wordt geacht deze verklaring telkens te herhalen wanneer u gebruikmaakt van de elektronische diensten die ingevolge deze Overeenkomst aan u worden geleverd.  

                          Bescherming van handelsmerken

                          FTIML behoudt zich - voor zichzelf en namens gelieerde ondernemingen - alle rechten voor met betrekking tot de handelsmerken, handelsnamen, auteursrechten, octrooien en overige industriŽle eigendoms- en soortgelijke rechten waarvan zij rechthebbende is. Verkoopdocumentatie, promotie-, marketing- en advertentie- of overig schriftelijk materiaal of drukwerk en informatie of gegevens over resultaten waarbij gebruikgemaakt wordt van de handelsmerken, handelsnamen, auteursrechten of industriŽle eigendoms- of soortgelijke rechten van FTIML en/of gelieerde ondernemingen, mogen uitsluitend door of namens u of met uw toestemming opgesteld, gedistribueerd, besteld en/of verstrekt worden met de voorafgaande schriftelijke toestemming van FTIML of haar vertegenwoordiger (dit geldt niet voor documentatie, materiaal, informatie of gegevens die door FTIML zijn opgesteld en door FTIML aan u zijn aangeleverd en evenmin voor informatie of gegevens over resultaten afkomstig van derden). Bij gebreke van bedoelde voorafgaande schriftelijke toestemming is FTIML gerechtigd om deze Overeenkomst terstond te beŽindigen zonder tot schadevergoeding gehouden te zijn, onverminderd haar recht om ingevolge deze Overeenkomst of uit anderen hoofde schadevergoeding jegens u te vorderen of zich jegens u op vrijwaring te beroepen. Ingeval van beŽindiging van deze Overeenkomst dient u het gebruik van de handelsmerken, handelsnamen, auteursrechten of industriŽle eigendoms- of soortgelijke rechten van FTIML te staken en beslist FTIML of u bovengenoemde documentatie en materialen waarbij gebruik is gemaakt van de handelsmerken, handelsnamen, auteursrechten of industriŽle eigendoms- of soortgelijke rechten van FTIML of gelieerde ondernemingen (i) onmiddellijk dient te vernietigen dan wel (ii) dient te retourneren.

                          U mag na beŽindiging van deze Overeenkomst geen gebruikmaken van of aanspraak maken op de handelsmerken of overige logoís, merken of modellen waarvan FTIML en gelieerde ondernemingen rechthebbende zijn of die door hen worden gebruikt. Ook mag u niet langer gebruikmaken van de FTIML-producten.  

                          Wijzigingen in deze Overeenkomst 

                          U ontvangt bericht van eventuele wijzigingen in deze Overeenkomst. U wordt geacht met deze wijzigingen akkoord te zijn gegaan tenzij u binnen een maand na van de wijziging in kennis te zijn gesteld, een schriftelijk bezwaar indient.

                          Overdracht 

                          Het is u niet toegestaan om uw rechten of verplichtingen uit hoofde van deze Overeenkomst zonder de voorafgaande schriftelijke toestemming van FTIML geheel of gedeeltelijk aan een ander over te dragen.

                          Toepasselijk recht en bevoegde rechter

                          Op deze Overeenkomst is Nederlands recht van toepassing. De bevoegde rechter in Amsterdam is bij uitsluiting bevoegd om kennis te nemen van eventuele geschillen of vorderingen voortvloeiende uit of verbandhoudende met deze Overeenkomst. Partijen onderwerpen zich daartoe aan de bevoegdheid van bedoelde rechter.

                          Overige

                          Ingeval een of meer bepalingen in deze Overeenkomst al dan niet gedeeltelijk ongeldig blijken te zijn, blijven de overige bepalingen in deze Overeenkomst onverminderd van kracht. De ongeldige bepaling zal alsdan worden vervangen door een gepaste regeling die de intentie van partijen bij het aangaan van deze Overeenkomst Ė voor zover rechtens mogelijk Ė zoveel mogelijk benadert.

                           

                          versie januari 2003

                               

                               
                               

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                              Dealer Electronic Services Agreement
                               

                              Purpose of Agreement

                              This TGAL Electronic Services Agreement (the "Agreement") is designed to help Intermediaries to conduct business with Templeton Global Advisors Limited ("TGAL") and to use information, products and services available through the Franklin Templeton NRA Web Site (the "Site"). Only Intermediaries who agree to the terms of this Agreement (referred to from now on as "You") will be able to conduct business with TGAL using the Site. Nothing in this Agreement should be construed as a solicitation or recommendation to buy or sell any products of Franklin Resources, Inc. and its associated subsidiaries and affiliates, including those products distributed by TGAL ("TGAL Products").

                              Your consent to the terms of this Agreement

                              By signing this Agreement, You indicate that You understand its terms and that You will use the Site in a manner consistent with applicable laws and regulations and in accordance with the terms in this Agreement, as the same may be amended from time to time. You acknowledge that this Agreement is intended to supplement and not to replace Your Terms of Business which shall continue in full force and effect. In the case of a conflict between Your Terms of Business and this Agreement, the provisions of this Agreement shall prevail.

                              What this Agreement allows You to do.

                              TGAL may make available services that allow You to look up details of the shares in TGAL Products held by clients who have appointed You as their Intermediary or dealer of record with respect to TGAL Products ("Client(s)") within designated accounts which Clients, or which You on behalf of Your Clients, open and maintain with TGAL. By looking up Clientsí details in this way, You represent to TGAL that You have all necessary Client authority to use the Site to do so. TGAL may, at any time and for any reason, remove particular products from the list of TGAL Products and may vary or remove the services which we make available to you under this Agreement.

                              Term of this Agreement and Termination

                              This Agreement may be terminated by TGAL or by You at any time and on any grounds, but in no case unreasonably, by written notice to the other party. This Agreement will terminate automatically when You or TGAL terminate the Terms of Business which You agreed with TGAL, or without limitation to TGALís other rights, You fail to comply with the terms of this Agreement. TGAL reserves the right, without liability, at any time, but in no case unreasonably, to deny or restrict Your access to conduct business through the Site or to deal in any TGAL product or service offered through the Site and to terminate this Agreement. If this Agreement is terminated, You will immediately stop using the Site for the purposes of conducting business with TGAL and will promptly return to TGAL all materials associated with TGAL.

                              Your responsibilities under this Agreement

                              In accepting the terms of this Agreement, You agree that You assume certain responsibilities: You will maintain a written list of those of Your directors, officers, partners or members, employees, representatives and agents who are authorized by You to access or use the Site ("Authorized Persons") under this Agreement, and will make this list available to TGAL on request. You are responsible for the compliance by Your Authorized Persons, or any other person who may access the Site from Your organization, with the terms of this Agreement and other applicable regulations. You will monitor Your Authorized Persons in a manner reasonably designed to ensure that, in connection with their use of the Site, they comply with this Agreement and such regulations. You acknowledge that, as an Intermediary, You are under an obligation to review promptly each trade confirmation and account statement (or their electronic counterparts if available) for accuracy and completeness and to immediately notify TGAL of any items You believe to be inaccurate. You agree that any objection to a trade or position set forth on any confirmation or account statement must be submitted within 10 days after receipt of such confirmation or statement. Failure to submit Your objection in time will constitute deemed approval of the confirmation or statement. You will be provided with a user identification ("User name") and sign-on password ("Password") for each of Your Authorized Persons. You will take appropriate steps to maintain, and ensure that Your Authorized Persons maintain, the confidentiality of all User names and Passwords, as well as any security codes assigned to You by TGAL for purposes of allowing You to modify User names and Passwords. You will be solely responsible for the use of any information, services using Your User names and Password or those of Your Authorized Persons. Any instructions communicated to TGAL through these means will be deemed to have been sent and authorized by You and shall be deemed to have been made at the time received by TGAL and in the form received except for instructions which have been erroneously generated, repeated, changed or otherwise affected by TGALís systems or otherwise under circumstances controlled by TGAL. Neither You nor any Authorized Person will impersonate any other person or entity by posting communications using a false or misleading user name or otherwise attempting to participate in an anonymous manner. You will notify TGAL immediately if You or any Authorised Persons

                              • become aware of any loss or theft of a User name, Passwords or any other security codes;

                              • become aware of any unauthorized use of a User name, Passwords or any other security codes, or of the Site;

                              • fail to receive an accurate confirmation of a trade within five working days of instructing an order on behalf of a Client;

                              • receive confirmation of a trade that was not placed by You or on Your behalf, or any similarly inaccurate or conflicting report or information.

                              Use of E-mail

                              The ability to conduct certain business by computer under this Agreement will allow You to communicate electronically with TGAL by email and other means. You agree to the following conditions regarding Your use of electronic communications:

                              • You understand that You may not use e-mail to transmit instructions in relation to TGAL Products to TGAL and that TGAL will not act on instructions transmitted to it via e-mail.

                              • You acknowledge that TGAL may review and store any electronic communication which You submit to TGAL and TGAL may disclose the content of such communication should it be legally required to do so. TGAL will not be liable for any costs or damages or other liabilities as a result of releasing such information.

                              • You will not submit any electronic communication which is defamatory, obscene, abusive, threatening or encourages any client of the Franklin TGAL group of companies to become affiliated or do business with a competitor of TGAL.

                              • You will not state or imply that Your electronic communications have been approved or endorsed by TGAL without the consent of TGAL.

                              TGAL and other third party Information

                              Certain information including last sale transaction data and other financial market data, third-party research and analysts' reports, opinions, price charts, news reports, and other information relating to TGAL products or other products and securities in the market, may be made available as part of the Site or though a link from the Site. Such information is provided "as is" and on an "as available" basis. This information has been obtained through sources believed reliable but TGAL makes no representation with respect to, nor does it guarantee or endorse the accuracy, completeness, reliability or availability of, such information.

                              Information concerning Client Accounts

                              You may also be able to access information concerning client accounts ("Client Account Information") which is also proprietary and confidential. You will not provide Client Account Information to any person other than a duly authorised officer, employee or partner of Your business and You shall ensure that such officer, employee or partner shall not provide Client Account Information to any other person. You are not authorized to access Client Account Information for

                              (i) any Clients other than the Clients that You are responsible for servicing

                              (ii) any Clients who have terminated their relationship with You or

                              (iii) any Clients who have informed You or TGAL that they no longer wish You to access their Client Account Information, and any attempt to do so may result in criminal or civil prosecution. You also agree not to use Your Client Account Information for any purpose not specifically authorized by Your Clients.

                              No advice

                              You agree and acknowledge that any information You receive pursuant to this Agreement is not intended to constitute investment, tax or legal advice. You agree that You are solely responsible for determining the nature, potential value and suitability for Your Clients of any particular security, transaction or investment strategy. You acknowledge Your duty to monitor Your Clients' accounts and to make decisions to invest in TGAL products accordingly. Reliance on content or information obtained from or through the Site is at Your sole risk. TGAL does not give advice or recommendations regarding particular TGAL products, including advice involving suitability of and investment strategies.

                              Indemnification

                              You agree to defend, indemnify and hold TGAL harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to legal fees) arising from

                              (i) claims made against TGAL by any Client arising from Your delay in reporting any errors in confirmations or account statements provided to You by TGAL under this Agreement

                              (ii) Your violation of this Agreement, applicable laws or regulations, or any third-party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights

                              (iii) claims made by any Client as a result of Your failure, or the failure of any Authorised Person to fulfil Your responsibilities under this Agreement as listed above. This obligation will survive the termination of this Agreement.

                              Limitation of liability

                              Except in cases of breach of essential contractual duties under this Agreement, TGAL will not be liable for simple negligence. Except in cases of wilful misconduct or gross negligence by TGAL, TGAL will not be liable to You:

                              • for any consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses and other damages) that result from inconvenience, delay or loss of the use of the electronic services provided under this Agreement;

                              • for any failure of electronic or mechanical equipment or communication lines, telephone or other Internet problems, viruses, errors, configuration problems or incompatibility of computer hardware or software failure or unavailability of Internet access, Internet service providers or other equipment or services relating to Your computer, intermediate computer or communications networks or facilities, data transmission facilities or Your telephone or telephone service, or unauthorised access, theft, operator errors, severe weather, natural disasters or employment disputes;

                              • for any damage to Your computer, software, modem, telephone or other property resulting from Your use of the electronic services provided to You under this Agreement; and

                              • for any losses (including lost profits, trading losses or other damages) relating to services or information provided to You under this Agreement including information which is inaccurate, incomplete, late, defective or unavailable;

                              In no event will TGAL be liable to You for any loss or damages caused by force majeure, riot, war or natural events or due to other occurrences for which TGAL is not responsible (e.g. strike, lock-out, administrative acts of domestic or foreign high authorities). In cases of gross negligence, wilful misconduct and in all other cases the liability of TGAL for any loss or damages connected with the provision of the services described in this Agreement in any given calendar year is limited to the total amount of commissions which you have received from TGAL in the calendar year preceding the year in which such loss or damage has occurred. If you have not received any commissions in the preceding year, the corresponding amount will be the amount of the commissions which can be expected in good faith for the year in which the corresponding loss or damage has occurred.

                              Security of the Internet

                              You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorised third parties when communicated between You and TGAL using the Internet, other network communications facilities, telephone or any other electronic means. TGAL is not responsible for the security of information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information.

                              Your understanding of this Agreement and Your authority to act

                              You acknowledge that, in providing You with the ability to conduct business under this Agreement, TGAL has relied upon Your consent to be bound by the terms of this Agreement and Your Terms of Business. You further acknowledge that You have read, understand and agreed to be bound by the terms of the current prospectus, key features document and application form (as amended from time to time) relating to the TGAL Products and any other agreement with TGAL that applies to Your account, all as currently in effect and amended from time to time. You represent, and shall be deemed to repeat each time you use the electronic services provided to You under this Agreement, that

                              (a) You are duly organized and validly existing under the laws of the jurisdiction in which You were formed or incorporated;

                              (b) You have full power and authority to enter into and perform Your obligations under this Agreement; and

                              (c) this Agreement has been duly authorized, executed, and delivered on Your behalf by persons empowered to do so.

                              Trade Mark protection

                              TGAL, for its own account and the account of affiliates, reserves all rights to the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to it. All sales documentation, promotional, marketing, advertising or other written or printed material or performance information or data which includes any of the trademarks, trade names, copyrights or other forms of industrial property or similar rights which belong to TGAL and/or its affiliates which is prepared, distributed, instructed and/or issued by or on behalf of You or with the permission of You (except for such documentation, material, information or data produced and provided by TGAL to You, or performance information or data produced by any third party) shall require prior written approval of TGAL or its designee. In the event that You fail to obtain such prior written approval, TGAL shall be entitled to terminate this Agreement forthwith without penalty and without prejudice to its rights to claim for damages or indemnification against you -pursuant to this Agreement or otherwise. In the event of termination of this Agreement, you shall cease using the trademarks, trade names, copyrights, patents or other forms of industrial property or similar rights which belong to TGAL and TGAL shall decide whether (i) You must destroy immediately all such documentation and materials bearing the trademarks, trade names, or any other intellectual or industrial property rights owned by TGAL or its affiliates or (ii) if such documentation and materials should be returned.

                              You shall not after termination of this Agreement make any use of or claim any right to any of trademarks or other logo, mark or design owned or used by TGAL and any of its associates or affiliates and TGAL Products.

                              Changes to this Agreement

                              Any amendments of this Agreement will be notified to You. They shall be deemed to have been approved unless You object in writing within one month from the notification of the amendments.

                              Assignation

                              You shall not sub-contract or transfer any of Your rights or obligations under this Agreement without the prior written consent of the TGAL.

                              Governing Law and Jurisdiction

                              This Agreement shall be governed by and construed in accordance with Bahamian law. The Bahamian courts shall have exclusive jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement for which purposes both parties agree to submit to its jurisdiction.

                              Miscellaneous

                              Should any provision in this Agreement become wholly or partially ineffective, this shall not affect the validity of the remaining provisions of the Agreement. In place of the ineffective provision an appropriate regulation shall apply which Ė as far as it is legally possible Ė most closely reflects the intention of the parties concluding this Agreement.

                                   

                                   
                                   

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