Exhibit 3
XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION
CUSTOMER AGREEMENT
INSTRUCTIONS: 1. Carefully read the Agreement on reverse side.
2. Make certain you sign and date the Agreement.
3. Keep the last copy of the Agreement for your records.
4. Return the remaining copies in the enclosed envelope.
XXXXXXXXX, XXXXXX & XXXXXXXX
Securities Corporation
000 Xxxx Xxxxxx - Xxx Xxxx, Xxx Xxxx 00000
CUSTOMER AGREEMENT
In consideration of your accepting and carrying for the undersigned
one or more accounts, the undersigned hereby consents and agrees that:
APPLICABLE RULES AND REGULATIONS
1. All transactions for the undersigned shall be subject to the
consultation, rules, regulations, customs and usages of the exchange or market
and its clearing house, if any, where executed by you or your agents, including
your subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement "securities, commodities and other
property," as used herein shall include, but not be limited to money,
securities, and commodities of every kind and nature and all contracts and
options relating thereto, whether for present or future delivery.
LIEN
3. All securities, commodities and other property now or hereafter
held, carried or maintained by you in your possession and control for any
purpose, in or for any of the accounts of the undersigned, now or hereafter
opened, including accounts in which the undersigned may have an interest, shall
be subject to a lien for the discharge of all the indebtedness and other
obligations of the undersigned to you, and are to be held by you as security for
the payment of any liability or indebtedness of the undersigned to you in any of
said accounts. You shall have the right to transfer securities, commodities and
other property so held by you from or to any other of the accounts of the
undersigned whenever in your judgment you consider such a transfer necessary for
your protection. In enforcing your lien, you shall have the discretion to
determine which securities and property are to be sold and which contracts are
to be closed.
LIQUIDATION
4. You shall have the right, in accordance with your general policies
regarding your margin maintenance requirements, as such may be modified, amended
or supplemented from time to time, or if, in your discretion you consider it
necessary for your protection to require additional collateral at an earlier or
later point in time than called for by said general policies, or in the event
that a petition in bankruptcy, or for appointment of a receiver is filed by or
against the undersigned, or an attachment is levied against the accounts of the
undersigned, or in the event of the death of the undersigned, to sell any or all
securities, commodities and other property in the accounts of the undersigned
with you, whether carried individually or jointly with others, to buy any or all
securities, commodities and other property which may be short in such accounts,
to cancel any open orders and to close any or all outstanding contracts, all
without demand for margin or additional margin, notice of sale or purchase or
other notice or advertisement. Any such sales or purchases may be made at your
discretion on any exchange or other market where such business is usually
transacted, or at public auction or private sale, and you may be the purchasers
for your own account, it being understood that a prior demand, or call, or prior
notice of the time and place of such sale or purchase shall not be considered a
waiver of your right to sell or buy without demand or notice as herein provided.
PAYMENT OF INDEBTEDNESS UPON DEMAND
5. The undersigned shall at all times be liable for the payment upon
demand of any debt balance or other obligations owing in any of the accounts of
the undersigned with you and, the undersigned shall be liable to you for any
deficiency remaining in any such accounts in the event of the liquidation
thereof, in whole or in part, by you or by the undersigned, and, the undersigned
shall make payment of such obligations and indebtedness upon demand.
LIABILITY FOR COSTS OF COLLECTION
6. The reasonable costs and expenses of collection of the debit
balance and any unpaid deficiency in the accounts of the undersigned with you,
including, but not limited to, attorney's fees, incurred and payable or paid by
you shall be payable to you by the undersigned.
PLEDGE OF SECURITIES, COMMODITIES AND OTHER PROPERTY
7. All securities, commodities and other property now or thereafter
held, carried or maintained by you in your possession in any of the accounts of
the undersigned may be pledged and repledged by you from time to time, without
notice to the undersigned, either separately or in common with other such
securities, commodities and other property for any amount due in the accounts of
the undersigned, or for any greater amount, and you may do so without retaining
to your possession or control for delivery a like amount of similar securities,
commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities,
commodities and other property in the accounts of the undersigned for margin
purposes as you shall require from time to time and the monthly debit balances
or adjusted balances in the accounts of the undersigned with you shall be
charged, in accordance with your usual custom, with interest at a rate permitted
by the laws of the State of New York. It is understood that the interest charge
made to the undersigned's account at the close of a charge period will be added
to the opening balance for the next charge period unless paid.
You may exchange credit information about the undersigned with
others. You may request a credit report on the undersigned and upon request, you
will state the name and address of the consumer reporting agency that furnished
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it. If you extend, update or renew the undersigned's credit, you may request a
new credit report without telling the undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
9. Communications may be sent to the undersigned at the address of
the undersigned or at such other address as the undersigned may hereafter give
you in writing, and all communications so sent, whether by mail, telegraph,
messenger or otherwise, shall be deemed given to the undersigned personally,
whether actually received or not.
NON- INVESTMENT ADVICE
10. The undersigned acknowledges that you will not provide the
undersigned with any legal, tax or accounting advice, that your employees are
not authorized to give any such advice and that the undersigned will not solicit
or rely upon any such advice from you or your employees whether in connection
with transactions in or for any of the accounts of the undersigned or otherwise.
In making legal, tax or accounting decisions with respect to transactions in or
for the accounts of the undersigned or any other matter, the undersigned will
consult with and rely upon its own advisors and not you, and you shall have no
liability therefor.
SCOPE AND TRANSFERABILITY
11. This agreement shall cover individually and collectively all
accounts which the undersigned may open or reopen with you, and shall inure to
the benefit of your successors whether by merger, consolidation or otherwise,
and assigns, and you may transfer the accounts of the undersigned to your
successors and assigns, and this agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the undersigned.
EXTRAORDINARY EVENTS
12. You shall not be liable for loss caused directly or indirectly by
government restrictions, exchange or market rulings, suspension of trading, war,
strikes or other conditions beyond your control.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the
undersigned is of full age, that unless otherwise disclosed to you in writing,
the undersigned is not an employee of any exchange, or of any corporation of
which any exchange owns a majority of the capital stock, or of a member firm or
member corporation registered on any exchange or of a bank, trust company,
insurance company or of any corporations, firm or individual engaged in the
business of dealing either as a broker or as principal in securities, bills of
exchange, acceptances or other forms of commercial paper. The undersigned
further represents that no one except the undersigned has an interest in the
account or accounts of the undersigned with you.
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JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual,
their obligations under this agreement shall be joint and several. The
undersigned have executed the Joint Account Agreement and made the election
required therein.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction
for the purchase or resale of an option contract, the undersigned hereby agrees
to abide by the rules of any national securities association, registered
securities exchange or clearing organization applicable to the trading of option
contracts and, acting alone or in concert, will not violate the position or
exercise limitation rules of any such association or exchange or of the Options
Clearing Corporation or other clearing organization.
SEPARABILITY
16. If any provision or condition of this agreement shall be held to
be invalid or unenforceable by any court, or regulatory or self-regulatory
agency or body, such invalidity or unenforceability shall attach only to such
provision or condition. The validity of the remaining provisions and conditions
shall not be affected thereby and this agreement shall be carried out as if any
such invalid or unenforceable provision or condition were not contained herein.
HEADINGS ARE DESCRIPTIVE
17. The heading of each provision hereof is for descriptive purposes
only and shall not be deemed to modify or qualify any of the rights or
obligations set forth in each such provision.
ARBITRATION DISCLOSURES
18. o APBITPATION I(SIGMA) (PHI)INA(LAMBDA) AN(DELTA)
BIN(DELTA)IN(GAMMA) ON THE (PI)APTIE(SIGMA).
o THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES
IN COURT, INCLUDING THE RIGHT TO JURY TRIAL.
o PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
THAN AND DIFFERENT FROM COURT PROCEEDINGS.
o THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S
RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY
THE ARBITRATORS IS STRICTLY LIMITED.
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o THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED
WITH THE SECURITIES INDUSTRY.
AGREEMENT TO ARBITRATE CONTROVERSIES
19. IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR
BUSINESS OR THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCTED BEFORE
THE NEW YORK STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON
WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH
EXCHANGE) OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS THE
UNDERSIGNED MAY ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED
ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A
WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE,
THEREIN ELECTING THE ARBITRATION TRIBUNAL. IN THE EVENT THE UNDERSIGNED DOES NOT
MAKE SUCH ELECTION WITHIN FIVE (5) DAYS OF SUCH DEMAND OR NOTICE, THEN THE
UNDERSIGNED AUTHORIZES YOU TO DO SO ON BEHALF OF THE UNDERSIGNED.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST
ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A
MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO
ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (i) THE CLASS
CERTIFICATION IS DENIED; OR (ii) THE CLASS IS DECERTIFIED; OR (iii) THE CUSTOMER
IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN
AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS
AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
THE LAWS OF THE STATE OF NEW YORK GOVERN
20. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.
LOAN CONSENT
21. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT
SECURITIES NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED
OUT TO OTHERS.
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THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH
19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partnership or Other Entity) (If Individuals)
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(Name of Entity)
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(Second Party, If Joint Account)
By
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Title
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SEAL
DATED ACCOUNT NO.
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