# Broker-Dealer Customer Agreement - Section Specs

Use this file with `SKILL.md` to draft section-level language and field-complete clauses.

## Section 1 - Party Identification and Account Establishment

Required fields:

- Firm legal name, SEC registration number, FINRA CRD, principal office
- Customer identity fields (name, address, DOB, SSN/TIN) and CIP statement
- Account type (cash, margin, retirement, joint, entity)
- Entity beneficial owner/control-person requirements

Drafting checks:

- Match firm legal identifiers to Form BD and account application
- Do not include a margin account unless margin terms are fully included in Section 5
- Include express right to reject or close accounts for compliance reasons

## Section 2 - Relationship and Standard of Conduct

Required fields:

- Capacity disclosure (execution-only, recommendation, dual registrant)
- Scope of services and non-services
- Reg BI obligations if recommendations are made

Drafting checks:

- Keep capacity language consistent with Form CRS and website disclosures
- If the firm is recommendation-enabled, define conflict controls and escalation
- If no advice is provided, say so clearly and avoid contradictory phrasing

## Section 3 - Orders and Execution

Required fields:

- Accepted order channels and authentication controls
- Best execution commitment and key execution factors
- Routing disclosure and payment for order flow disclosure
- Order-type risk statements (market, limit, stop, GTC)

Drafting checks:

- Include Rule 606 disclosure pointer and access method
- Do not imply guaranteed execution, price, or timing
- Include discretionary-trading terms only if authority is actually offered

## Section 4 - Fees and Compensation

Required fields:

- Commission/markup framework
- Margin rate methodology (base, spread, calculation cadence)
- Account service fees and pass-through charges
- Conflict-related compensation disclosures

Drafting checks:

- Reference a specific fee schedule version/date
- Align fee descriptions with confirmations/statements
- Cross-check conflict disclosures with Reg BI and Form CRS

## Section 5 - Margin Lending

Required fields:

- Initial and maintenance margin framework (Reg T and FINRA 4210)
- Firm liquidation rights
- Hypothecation and collateral use statements
- Prominent risk warnings and separate assent workflow

Drafting checks:

- Liquidation language must be prominent and unambiguous
- Include warning that losses may exceed deposits
- Include an illustrative margin-call example with assumptions stated

## Section 6 - Risk Disclosures and Acknowledgments

Required fields:

- Product risk disclosures for each offered product category
- Required acknowledgment list tied to account and product elections

Drafting checks:

- Include options/penny-stock/leveraged-ETF language only if relevant
- Confirm acknowledgment mechanics for paper and e-sign flows

## Section 7 - Corporate Actions and Maintenance

Required fields:

- Confirmations/statements delivery cadence
- Corporate-action handling framework
- Error-reporting timelines

Drafting checks:

- Ensure timelines are operationally feasible for support teams
- Include notice method for statement-delivery disputes

## Section 8 - Privacy and Information Security

Required fields:

- Information categories collected and use cases
- Sharing categories and opt-out rights
- Security and breach-notice posture

Drafting checks:

- Keep this section consistent with standalone privacy notice
- Flag any state-specific privacy rights for jurisdictional supplement

## Section 9 - Amendments, Assignment, and Termination

Required fields:

- Amendment notice period and acceptance mechanism
- Assignment rules
- Customer and firm termination rights
- Post-termination record retention statement

Drafting checks:

- Include immediate-effect carve-out for mandatory regulatory changes
- Define account closeout and transfer handling at termination

## Section 10 - Arbitration

Required fields:

- FINRA arbitration disclosure in required prominent format
- Covered disputes, forum, panel composition, and limited judicial review
- Preserved regulator-complaint rights

Drafting checks:

- Preserve required all-caps disclosure formatting
- Confirm forum/process details are current before execution

## Section 11 - Execution and Integration

Required fields:

- Customer representations and warranties
- Entity authority representations (if applicable)
- Signature/e-signature mechanics
- Entire agreement and non-waiver clauses

Drafting checks:

- Ensure incorporated documents are listed by exact title/version
- Verify signature blocks match account-holder and entity structures

## Product Add-On Matrix

Add only if offered:

- Options: ODD delivery, Rule 2360 suitability, level approvals
- Penny stocks: Rules 15g-2 through 15g-9 disclosures/consents
- Retirement accounts: beneficiary and tax-disclosure integration
- International trading: market holidays, FX, settlement, custody differences

## Final Validation

- Verify every citation against current law before use
- Confirm consistency across Form CRS, fee schedule, margin disclosure, and privacy notice
- Remove clauses for services the firm does not actually provide