Tomorrow OTC

Legal Document Library

Standard documentation governing bilateral OTC swap transactions on the Tomorrow platform.

Master Agreements

(7)
Doc CodeTitleApplicable Contract TypesKey ProvisionsAction
TOTC-MA-001--

Contract terminates upon confirmed death of named individual, Settlement: cash binary, 100% notional to protection buyer within T+2 of confirmed trigger, Premium leg: quarterly floating, SOFR + individual spread, Governing law: New York, Dispute resolution: AAA arbitration, ECP counterparties only under CEA §1a(18), CEA §1a(19)(iv) excluded commodity — not subject to mandatory clearing

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TOTC-MA-002--

Contract references the organizational role, not the individual currently holding it, Upon confirmed death of current holder: settlement triggered for death event; new premium period begins upon successor appointment, Successor appointment confirmed via official entity announcement + 3 wire services, Premium reset mechanism: 60-day window post-succession for actuarial repricing, If role is abolished: contract terminates, final settlement at par to seller, Governing law: New York, ECP counterparties only under CEA §1a(18)

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TOTC-MA-003--

Reference Entity: Named corporate asset, sovereign government, or geographic region, Trigger Event: Nationalization, expropriation, sanctions designation, forced divestiture, or political displacement, Trigger Certification: US Treasury OFAC designation, UN Security Council resolution, Presidential Declaration, or bilateral treaty invocation, Payout Structure: Binary (full notional) or Scaled (pro-rata to impairment percentage), Commercial Hedger Nexus: Protection buyer must document direct economic exposure to reference entity, Settlement: Cash settlement at agreed notional × payout percentage, T+5 from trigger certification, Tenor: Perpetual with annual premium review, or fixed-term by agreement, US Nexus Requirement: Protection buyer must demonstrate US-based financial consequence, Excluded Commodity Basis: CEA §1a(19)(iv) — commercial/economic consequence to documented hedger, OFAC Compliance: Neither party may be a Specially Designated National; all payments comply with US sanctions

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TOTC-MA-004--

Reference Event: Armed conflict, territorial military occupation, naval blockade, or aerial bombardment in defined geographic area, Geographic Scope: Defined in confirmation — specific country, region, or named facility, Trigger Certification: US Defense Intelligence Agency determination, NATO Article 5 invocation, UN peacekeeping deployment, or bilateral government declaration, Duration Requirement: Conflict must persist for defined minimum period (typically 30 days) to constitute full trigger, Payout Structure: Binary on full conflict trigger; scaled on partial territory or limited duration events, Commercial Hedger Nexus: Protection buyer must document operational or financial assets in conflict geography, Force Majeure Carveout: Standard force majeure provisions modified to exclude contracted trigger events, War Risk Insurance Gap: Designed to complement, not replace, existing war risk insurance programs, Excluded Commodity Basis: CEA §1a(19)(iv) — physical/financial consequence to documented commercial hedger, US Export Controls: Payments comply with EAR and ITAR restrictions on conflict geographies

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TOTC-MA-005--

Reference Location/Entity: Specific named facility, venue, infrastructure node, or transportation corridor, Trigger Event: Attack causing mass casualties (≥25) or critical infrastructure disruption at reference location, Trigger Certification: FBI Joint Terrorism Task Force designation, DHS National Terrorism Advisory System alert, or Presidential designation under 18 USC 2331, Commercial Hedger Nexus: Protection buyer must document revenue-generating operations at or dependent on reference location, Excluded Categories: Domestic lone-actor events not meeting mass casualty threshold; criminal events without terrorism designation; accidental events, CBRN Exclusion: No coverage for chemical, biological, radiological, or nuclear weapons events (separate CBRN rider available), Payout Structure: Binary on confirmed attack trigger, scaled on partial disruption, Settlement: Cash settlement T+10 from official trigger certification, Moral Hazard Controls: Protection buyer must certify no material interest in triggering event; cooperation with law enforcement required, Excluded Commodity Basis: CEA §1a(19)(iv) — direct financial consequence to documented commercial hedger with operational nexus

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TOTC-NOV-001--

Novation requires written consent of remaining original counterparty within 5 business days, Incoming counterparty must be ECP-certified prior to novation, Novation price is bilaterally negotiated — platform provides reference pricing only, Tomorrow OTC LLC (CTA) facilitates introduction — does not match orders algorithmically, Platform fee: 7 bps of novated notional, paid by exiting counterparty, Upon novation: original contract extinguished; new TOTC confirmation issued between incoming and remaining counterparty, Partial novations permitted — exiting party may novate any portion of their notional, Listing period: 30 days. Extensions by mutual agreement., All novations reported to SDR under CFTC Part 45 as new swap between incoming and remaining counterparties

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TOTC-OPEN-MARKET-001--

Listings are INDICATIONS OF INTEREST — not firm bids or offers, ANY ECP may respond regardless of prior relationship, Incoming counterparty is INDEPENDENT, Original contract unchanged, CTA introduces parties SEQUENTIALLY — not simultaneously, No platform-level execution — bilateral confirmation always required, NOT SEF: no simultaneous multilateral matching, Partial fills permitted, Each execution independently SDR-reported, Platform fee: 5 bps per fill, ECP certification required

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Confirmation Templates

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Doc CodeTitleApplicable Contract TypesKey ProvisionsAction
TOTC-CONF-001--

Named individual full name and role as of trade date, Actuarial base rate (SOA VBT 2021 reference), Individual risk premium basis, Market liquidity premium, Total premium in bps and dollar equivalent, Quarterly premium payment dates, Trigger confirmation: 3 major wire services + official statement, Settlement: T+2 cash, 100% notional, Termination: death of named individual or mutual election

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TOTC-CONF-002--

Role entity: organization name + official role title, Current holder at inception (informational only — not the reference), Premium reset trigger: confirmed death of current holder, Succession window: 60 days from death to successor appointment, Successor premium: renegotiated based on successor age + actuarial tables, Continuation clause: contract survives through succession events, Early termination: role abolishment or mutual election only

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TOTC-CONF-003--

Multi-Prong Structure: Each prong independently defined with separate trigger, certification, and payout percentage, Independence: Default is independent prongs — each prong pays independently without requiring others to trigger, Aggregation Cap: Total payout capped at 100% of notional unless super-pari structure specified at inception, Prong Pricing: Total contract price = sum of probability-weighted payout per prong × individual prong probabilities, Sequential Prong Option: Available — Prong 2 only activates if Prong 1 has not triggered, Partial Trigger: Any single prong may provide partial payout while others remain outstanding, Premium Allocation: Premium allocated across prongs pro-rata to their probability-weighted payout, Succession: If reference entity for one prong ceases to exist, that prong is terminated; other prongs continue, Exchange Reference: Each prong may reference a separate exchange market for pricing guidance, SDR Reporting: Multi-prong contract reported as single swap; individual prong payouts reported as credit events

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TOTC-CONF-ME-001--

Standardized Product Specification Reference (spec_code), Independent prong triggers — each fires separately, Per-prong payout allocation (must sum to ≤ 100% unless super-pari), Fixed-term or perpetual maturity per spec, Novation transfers all prongs as a unit (no cherry-picking), Participation eligible: fractional exposure to full multi-prong basket, Each prong independently certifiable, Aggregate payout cap with optional super-pari override, Zero margin — full premium basis

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TOTC-CONF-PERP-001--

NO MATURITY DATE — perpetual structure eliminates rollover costs, Funding Rate Mechanism: periodic payments between long/short based on mark vs. index, Probability Index: composite index derived from actuarial/geopolitical data sources, Funding Interval: Daily/Weekly/Quarterly per spec, Succession Mechanics: on role-entity death, premium resets for new holder within 60 days, Voluntary Termination: 24-hour notice, settlement at last mark price, Maximum fungibility — ALL perpetuals with same spec_code are interchangeable regardless of entry date, Novation at mark price — no bespoke term negotiation needed, Participation: fractionalization into standard $100K units, Compression: quarterly multilateral netting runs, Zero margin — full premium basis with funding rate adjustment

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TOTC-CONF-SE-001--

Standardized Product Specification Reference (spec_code), Fixed Maturity Date with standard buckets (30D/90D/180D/1Y/2Y/5Y), Binary Cash Settlement — 100% notional on trigger confirmation, Standardized Notional Tiers for fungible secondary trading, Tick size: 1 bps minimum price movement, Novation-ready: all single-event contracts with same spec_code are interchangeable, Participation Agreement eligible: fractionalization into $100K minimum units, Compression eligible: bilateral netting with offsetting positions, No margin requirement — full premium prepaid or quarterly fixed, Settlement lag: T+2 business days from trigger confirmation, Trigger Certification: Triple Wire standard (AP/Reuters/Bloomberg) unless spec overrides

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Ancillary

(7)
Doc CodeTitleApplicable Contract TypesKey ProvisionsAction
TOTC-COMP-001--

Compression is voluntary — no counterparty can be compelled, Tomorrow OTC (CTA) identifies offsetting pairs and proposes compression sets, Each counterparty independently consents, Net economics preserved: aggregate premium flows and trigger payouts unchanged, Compressed contracts SDR-reported as terminated; replacements as new swaps, Runs quarterly (March, June, September, December), Tomorrow OTC is not a DCO — not central counterparty function

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TOTC-ECP-001--

Entity type and ECP qualification basis (total assets >$10M, or net worth >$1M for individuals), Certification that transactions are entered into for hedging or risk management, Non-financial end-user election where applicable (Dodd-Frank §2(h)(7)), Governmental entity election where applicable, Acknowledgment of bilateral OTC nature — not exchange-traded, Acknowledgment that contracts are not insurance under state law

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TOTC-OFFSET-001--

Offset contract is a new, independent bilateral OTC swap — not a modification of any existing contract, Original contract continues unchanged — original counterparty has no involvement in offset, Offset price bilaterally negotiated using composite reference price (exchange + last OTC + actuarial), Tomorrow OTC LLC (CTA) introduces offset counterparties sequentially — one at a time — not simultaneously, Sequential introduction preserves non-SEF characterization, Platform fee: 5 bps of offset notional, Both original and offset contracts independently SDR-reported per CFTC Part 45, Credit exposure: holder retains bilateral exposure on each leg — gross notional does not net without compression, Quarterly compression available under TOTC-COMP-001, Exchange gap-fill: if OTC offset not found in agreed window, CTA may direct FCM account to temporary exchange position

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TOTC-PART-001--

Participant must be ECP-certified with independent economic basis for participation, Participation is a bilateral OTC contract between participant and original holder — not a pooled investment, Original counterparty (protection seller) receives written participation notice, Participant economic basis must be documented: loan exposure, revenue dependency, key-man risk, or mortality portfolio diversification, Participation percentage: 1% minimum, 99% maximum of original notional, Premium flows pro-rata: participant pays/receives their proportionate share, Payoff flows: on trigger event, original holder remits participant share within T+3, Participation itself may be novated to a third ECP party via TOTC-NOV-001, Platform fee: 5 bps of participation notional at inception, Not a security: no pooling, no passive investment, no general solicitation, ECP-only

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TOTC-RISK-001--

Mortality risk: actual mortality may differ materially from actuarial projections, Liquidity risk: bilateral OTC instruments with limited secondary market, Basis risk: contract trigger events are specifically defined and may not perfectly correlate with economic exposure, Succession risk (role entity contracts): successor appointment timing and terms may differ from expectations, Regulatory risk: CFTC regulatory framework may change, Counterparty credit risk: bilateral exposure to counterparty default, Model risk: actuarial pricing models may be inaccurate, No regulatory guarantee: contracts not covered by FDIC, SIPC, or insurance guarantee funds

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TOTC-SETTLE-001--

Trigger event: confirmed death via official government/corporate statement AND 3 major newswires (AP, Reuters, Bloomberg), Named person: settlement = 100% notional to buyer, T+2 from confirmed trigger date, Role entity: settlement = 100% notional to buyer, T+2; plus succession premium reset process initiated, Dispute resolution: if trigger disputed, neutral determination panel, 10 business day resolution window, Premium payment: quarterly, 5 business days before quarter end, Late payment: SOFR + 200bps on overdue amounts, Wire instructions: designated settlement accounts per master agreement

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TOTC-SUCC-001--

Death of current holder: triggers settlement payment + succession clock, Succession clock: 60 calendar days for official successor appointment, If no successor within 60 days: contract suspends, premium pauses, no obligation, Upon successor appointment: contract resumes, new premium quoted within 10 business days, Premium reset basis: successor age + current actuarial tables + updated individual risk premium, Either party may elect termination within 30 days of successor appointment, Role abolishment: contract terminates, seller pays 50% of remaining expected premium value as termination fee, Interim acting holder: not a trigger event; contract continues at existing premium

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