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Federal Register / Vol. 86, No. 186 / Wednesday, September 29, 2021 / Notices and main offices of DualCommon Members and the names of such branch office managers.
10.9. Customer Complaints. Nasdaq and BX shall forward to FINRA copies of all customer complaints involving DualCommon Members received by Nasdaq and BX relating to FINRAs Regulatory Responsibilities under this Agreement. It shall be FINRAs responsibility to review and take appropriate action in respect to such complaints.
11.10. Advertising. FINRA shall assume responsibility to review the advertising of DualCommon Members subject to the Agreement, provided that such material is filed with FINRA in accordance with FINRAs filing procedures and is accompanied with any applicable filing fees set forth in FINRA Rules.
12.11. No Restrictions on Regulatory Action. Nothing contained in this Agreement shall restrict or in any way encumber the right of either party to conduct its own independent or concurrent investigation, examination or enforcement proceeding of or against DualCommon Members, as either party, in its sole discretion, shall deem appropriate or necessary.
13.12. Termination. This Agreement may be terminated by Nasdaq, BX or FINRA at any time upon the approval of the Commission after one 1 years written notice to the other party, except as provided in paragraph 43.
14.13. Effective Date. This Agreement shall be effective upon approval of the Commission.
15.14. Arbitration. In the event of a dispute between the parties as to the operation of this Agreement, Nasdaq, BX and FINRA hereby agree that any such dispute shall be settled by arbitration in Washington, DC in accordance with the rules of the American Arbitration Association then in effect, or such other procedures as the parties may mutually agree upon. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction.
Each party acknowledges that the timely and complete performance of its obligations pursuant to this Agreement is critical to the business and operations of the other party. In the event of a dispute between the parties, the parties shall continue to perform their respective obligations under this Agreement in good faith during the resolution of such dispute unless and until this Agreement is terminated in accordance with its provisions.
Nothing in this Section 1514 shall interfere with a partys right to terminate this Agreement as set forth herein.
16. Notification of Members. BX and FINRA shall notify Dual Members of this
Agreement after the Effective Date by means of a uniform joint notice.
17.15. Amendment. This Agreement may be amended in writing duly approved by each party. All such amendments must be filed with and approved by the Commission before they become effective.
18.16. Limitation of Liability. Neither FINRA nor BXNone of the parties nor any of their respective directors, governors, officers or employees shall be liable to theany other party to this Agreement for any liability, loss or damage resulting from or claimed to have resulted from any delays, inaccuracies, errors or omissions with respect to the provision of Regulatory Responsibilities as provided hereby or for the failure to provide any such responsibility, except with respect to such liability, loss or damages as shall have been suffered by any party one or the other of FINRA or BX and caused by the willful misconduct of the otheranother party or their respective directors, governors, officers or employees.
No warranties, express or implied, are made by FINRA or BXany party hereto with respect to any of the responsibilities to be performed by each of them hereunder.
19.17. Relief from Responsibility.
Pursuant to Sections 17d1A and 19g of the Exchange Act and Rule 17d2
thereunder, FINRA, Nasdaq and BX join in requesting the Commission, upon its approval of this Agreement or any part thereof, to relieve Nasdaq and BX of any and all responsibilities with respect to matters allocated to FINRA pursuant to this Agreement; provided, however, that this Agreement shall not be effective until the Effective Date.
20.18. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.
21.19. Separate Agreement. This Agreement is wholly separate from 1 the multiparty Agreement made pursuant to Rule 170d2 of the Exchange Act among NYSE
American LLC, Cboe BZX Exchange, Inc., the Cboe EDGX Exchange, Inc., Cboe C2
Exchange, Inc., Cboe Exchange, Inc., Nasdaq ISE, LLC, Financial Industry Regulatory Authority, Inc., NYSE Arca, Inc., The Nasdaq Stock Market LLC, BOX Exchange LLC, Nasdaq BX, Inc., Nasdaq PHLX LLC, Miami International Securities Exchange, LLC, Nasdaq GEMX, LLC, Nasdaq MRX, LLC,
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BX Rule
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MIAX PEARL, LLC, and MIAX Emerald, LLC
approved by the Commission on February 12, 2019 involving the allocation of regulatory responsibilities with respect to common members for compliance with common rules relating to the conduct by broker-dealers of accounts for listed options, index warrants, currency index warrants and currency warrants or 2 the multiparty Agreement made pursuant to Rule 17d2 of the Exchange Act among NYSE American LLC, Cboe BZX Exchange, Inc., the Cboe EDGX
Exchange, Inc., Cboe C2 Exchange, Inc., Cboe Exchange, Inc., Nasdaq ISE, LLC, Financial Industry Regulatory Authority, Inc., NYSE
Arca, Inc., The Nasdaq Stock Market LLC, BOX Exchange LLC, Nasdaq BX, Inc., Nasdaq PHLX LLC, Miami International Securities Exchange, LLC, Nasdaq GEMX, LLC, Nasdaq MRX, LLC, MIAX PEARL, LLC, and MIAX
Emerald, LLC approved by the Commission on February 11, 2019 involving optionsrelated market surveillance matters and such agreements as may be amended from time to time.
22.20. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and such counterparts together shall constitute one and the same instrument.
Exhibit 1
Valid beginning December 15, 2008
NOTE: The entire existing table of rules should be deleted and replaced with the table below and for the remainder of the exhibit new text is underlined and deleted text is in brackets.
NASDAQ AND BX RULES
CERTIFICATION FOR 17d2 AGREEMENT
WITH FINRA
The Nasdaq Stock Market LLC Nasdaq and Boston Stock Exchange, IncorporatedNasdaq BX, Inc. BX hereby certifyies that the requirements contained in the Nasdaq and BX rules listed below are identical to, or substantially similar to, the NASD and FINRA rules noted below:
Common Rules shall not include provisions regarding i notice, reporting or any other filings made directly to or from Nasdaq or BX, ii incorporation by reference to other Nasdaq or BX Rules that are not Common Rules, iii exercise of discretion in a manner that differs from FINRAs exercise of discretion, including but not limited to exercise of exemptive authority, by Nasdaq or BX, iv prior written approval of Nasdaq or BX, and v payment of fees or fines to Nasdaq or BX.

Nasdaq Rule
General 2, Section 15. Business Continuity Plans.
General 2, Section 10. Executive Representative.
General 3, Rule 1002b Qualifications of Exchange Members and Associated Persons;
Registration of Branch Offices and Designation of Office of Supervisory Jurisdiction.

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FINRA Rule
General 2, Section 15. Business Continuity Plans.
General 2, Section 10. Executive Representative.
General 3, Rule 1002b Qualifications of Exchange Members and Associated Persons;
Registration of Branch Offices and Designation of Office of Supervisory Jurisdiction.

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4370. Business Continuity Plans.
4517. Member Filing and Contact Information Requirements.
FINRA Bylaws Article III, Sec. 1.

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