Common use of Authority and Responsibility Clause in Contracts

Authority and Responsibility. (a) Producer is authorized and responsible in each State to train, use and supervise qualified professional insurance agents and solicitors who are duly qualified as provided in this agreement to sell the Products (“Subproducers”). (b) Producer shall notify Company in writing immediately upon hiring or contracting with any Subproducer for solicitation of the Products and upon the filing or receipt of any notice of termination of any Subproducer. Producer shall provide or shall cause Subproducers to provide Company with appropriate authorization to allow Company to conduct such background and credit investigations of Subproducers as may be necessary or appropriate under applicable law. Insurer reserves the right of final approval of the appointment of any Subproducers. Insurer may, in the reasonable exercise of its discretion, cancel the appointment of any Subproducer, upon notice to Subproducer and Producer. (c) Producer shall ensure that it and all Subproducers: (i) as fiduciary for Company, collect and submit purchase payments to Company by noon of the next business day following receipt thereof, such payments to be in the form of checks made payable solely to the order of Company, or at such time and by such other means (by wire or electronic transfers) as mutually agreed in writing; (ii) promptly deliver the Product contract to the purchaser, unless the contract has been sent by Company to the purchaser; (iii) record each transaction, including the fact of delivery, and maintain any other documentation reasonably requested by Company; (iv) responsibly perform in good faith each authorized action hereunder in accordance with Company’s administrative procedures as provided to Producer from time-to-time in writing and cooperate with Company as required to provide service to the purchasers of the Products; (v) make and record a determination as required by applicable law and regulation with respect to each purchaser that the purchase of the Product is suitable as to such purchaser based upon a thorough review of the current financial situation and needs of each purchaser, and notify Company promptly upon learning of any circumstances that render such suitability information inaccurate (If Company receives customer checks and purchase orders directly from Producer’s prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations.); (vi) establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Subproducers and submit reports to Company as may be reasonably requested on the compliance with such procedures; and (vii) adopt, abide by, and enforce the principles set forth in the Principles and Code of Ethical Market Conduct of the Insurance Marketplace Standards Association as adopted by Company and (“Ethics Code”) provided to Producer as Exhibit B to this Agreement (“Ethics Code”). (d) Broker Dealer is responsible for the training, supervision, and control of the registered representatives. Broker Dealer will be responsible to provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ permissible securities activities as Broker Dealer deems appropriate. (e) Broker Dealer, on its own behalf and on behalf of Agencies and Subproducers, shall maintain the books and records relating to the sale of the Registered Products and the receipt and disbursement of Commissions (hereafter defined) and fees thereon so as to clearly and accurately disclose the nature and details of the transactions. Such books and records shall be maintained and preserved as required under the Exchange Act and the rules thereunder and shall at all times be compiled and maintained in a readily accessible place and in a manner that permits inspection by supervisory personnel of Broker Dealer, the SEC, the FINRA, any other SRO of which Broker Dealer may become a member, and other appropriate regulatory authorities. Duplicate books and records relating to the Registered Products and maintained by Agencies and Subproducers shall be deemed books and records of Broker Dealer and shall also be readily accessible for examination by the SEC, FINRA, any other SRO of which Broker Dealer may become a member, and other governmental authorities. (f) Insurer reserves the unconditional right to refuse to accept applications and purchase orders procured by Producer without specifying the reason therefor, as well as premiums and settlements tendered or made thereunder. Furthermore, Insurer reserves the unconditional right to modify any of the Products in any respect whatsoever, modify or alter the conditions or terms under which any policy form may be sold or regulate its sale in any way, discontinue or withdraw any policy form from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, suspend the sale of any of the Products, or cease doing business in any area in whole or in part, at any time without prior notice. Notwithstanding these rights, Insurer will use its reasonable best efforts to provide Producer with prior written notice of its intention to modify or suspend the sale of any Products. (g) No variation of Producer’s authority and responsibility granted under this Agreement shall be permitted except with Company’s prior written consent.

Authority and Responsibility. (a) Producer is authorized and responsible in each State to train, use and supervise qualified professional insurance agents and solicitors who are duly qualified as provided in this agreement to sell the Products (“"Subproducers”"). (b) Producer shall notify Company in writing immediately upon hiring or contracting with any Subproducer for solicitation of the Products and upon the filing or receipt of any notice of termination of any Subproducer. Producer shall provide or shall cause Subproducers to provide Company with appropriate authorization to allow Company to conduct such background and credit investigations of Subproducers as may be necessary or appropriate under applicable law. Insurer reserves the right of final approval of the appointment of any Subproducers. Insurer may, in the reasonable exercise of its discretion, cancel the appointment of any Subproducer, upon notice to Subproducer and Producer. (c) Producer shall ensure that it and all Subproducers: (i) as fiduciary for Company, collect and submit purchase payments to Company by noon of the next business day following receipt thereof, such payments to be in the form of checks made payable solely to the order of Company, or at such time and by such other means (by wire or electronic transfers) as mutually agreed in writing; (ii) promptly deliver the Product contract to the purchaser, unless the contract has been sent by Company to the purchaser; (iii) record each transaction, including the fact of delivery, and maintain any other documentation reasonably requested by Company; (iv) responsibly perform in good faith each authorized action hereunder in accordance with Company’s 's administrative procedures as provided to Producer from time-to-time in writing and cooperate with Company as required to provide service to the purchasers of the Products; (v) make and record a determination as required by applicable law and regulation with respect to each purchaser that the purchase of the Product is suitable as to such purchaser based upon a thorough review of the current financial situation and needs of each purchaser, and notify Company promptly upon learning of any circumstances that render such suitability information inaccurate (If Company receives customer checks and purchase orders directly from Producer’s 's prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations.); (vi) establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Subproducers and submit reports to Company as may be reasonably requested on the compliance with such procedures; and (vii) adopt, abide by, and enforce the principles set forth in the Principles and Code of Ethical Market Conduct of the Insurance Marketplace Standards Association as adopted by Company and (“"Ethics Code”") provided to Producer as Exhibit B to this Agreement (“"Ethics Code”"). (d) Broker Dealer is responsible for the training, supervision, and control of the registered representatives. Broker Dealer will be responsible to provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ ' permissible securities activities as Broker Dealer deems appropriate. (e) Broker Dealer, on its own behalf and on behalf of Agencies and Subproducers, shall maintain the books and records relating to the sale of the Registered Products and the receipt and disbursement of Commissions (hereafter defined) and fees thereon so as to clearly and accurately disclose the nature and details of the transactions. Such books and records shall be maintained and preserved as required under the Exchange Act and the rules thereunder and shall at all times be compiled and maintained in a readily accessible place and in a manner that permits inspection by supervisory personnel of Broker Dealer, the SEC, the FINRANASD, any other SRO of which Broker Dealer may become a member, and other appropriate regulatory authorities. Duplicate books and records relating to the Registered Products and maintained by Agencies and Subproducers shall be deemed books and records of Broker Dealer and shall also be readily accessible for examination by the SEC, FINRANASD, any other SRO of which Broker Dealer may become a member, and other governmental authorities. (f) Insurer reserves the unconditional right to refuse to accept applications and purchase orders procured by Producer without specifying the reason therefor, as well as premiums and settlements tendered or made thereunder. Furthermore, Insurer reserves the unconditional right to modify any of the Products in any respect whatsoever, modify or alter the conditions or terms under which any policy form may be sold or regulate its sale in any way, discontinue or withdraw any policy form from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, suspend the sale of any of the Products, or cease doing business in any area in whole or in part, at any time without prior notice. Notwithstanding these rights, Insurer will use its reasonable best efforts to provide Producer with prior written notice of its intention to modify or suspend the sale of any Products. (g) No variation of Producer’s 's authority and responsibility granted under this Agreement shall be permitted except with Company’s 's prior written consent.

Authority and Responsibility. (a) Producer is authorized and responsible in each State to train, use and supervise qualified professional insurance agents and solicitors who are duly qualified as provided in this agreement life insurance-licensed and appointed by the Insurer to sell the Products (“"Subproducers”"). To sell Registered Products, Subproducers must also be securities-licensed registered representatives of Broker Dealer and registered and qualified as necessary with the NASD and any appropriate state regulatory authority. Any Agency that sells Registered Products shall be an associated person of Broker Dealer under the Exchange Act. Broker Dealer agrees that any Agency or Subproducer whom the SEC, NASD or any self-regulatory organization ("SRO") bars or suspends from association with Broker Dealer or any other broker dealer will be terminated or suspended from all activities related to Registered Products. (b) Producer shall notify Company in writing immediately upon hiring or contracting with any Subproducer for solicitation of the Products and upon the filing or receipt of any notice of termination of any Subproducer. Producer shall provide or shall cause Subproducers to provide Company with appropriate authorization to allow Company to conduct such background and credit investigations of Subproducers as may be necessary or appropriate under applicable law. Insurer reserves the right of final approval of the appointment of any Subproducers. Insurer Company may, in the reasonable exercise of its discretion, cancel the appointment of any Subproducer, upon notice to Subproducer and Producer. (c) Producer shall ensure that it and all Subproducers: (i) as fiduciary for Company, collect and submit purchase payments to Company by noon Central Time of the next business day following receipt thereof, purchase payments to Company, such payments to be in the form of checks made payable solely to the order of Company, Company or at such time and by such other means (by wire or electronic transfers) as mutually agreed in writingtransfers if appropriate arrangements therefor have been made with the Company; (ii) promptly deliver the Product contract to the purchaser, unless the contract has been sent by Company to the purchaser; (iii) record document each transaction, including the fact of delivery, and maintain any other documentation reasonably requested by Company; (iv) responsibly perform in good faith each authorized action hereunder in accordance with Company’s 's administrative procedures as provided to Producer from time-to-time in writing and cooperate with Company as required to provide service to the purchasers of for the Products; (v) make and record a determination as required by applicable law and regulation with respect to each purchaser that the purchase of any of the Product Products that such purchaser's investment in any of the Products is suitable as to such purchaser based upon a thorough review of the current financial situation and needs of each purchaser, purchaser and notify Company promptly upon learning of any circumstances that render such suitability information inaccurate (If Company receives customer checks and purchase orders directly from Producer’s prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations.)inaccurate; (vi) establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Subproducers and submit reports to Company as may be reasonably requested on the compliance with such procedures; and (vii) adopt, abide by, and enforce the principles set forth in the Principles and Code of Ethical Market Conduct of the Insurance Marketplace Standards Association as adopted by Company and (“"Ethics Code”") in the "Agent's Guide to Professional Conduct" provided to Producer as Exhibit B to this Agreement (“Ethics Code”)Agreement. If Company receives customer checks and purchase orders directly from Producer's prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations. (d) Broker Dealer is responsible for the training, supervision, and control of the registered representatives. Broker Dealer will be responsible to provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ permissible securities activities as Broker Dealer deems appropriate. (e) Broker Dealer, on its own behalf and on behalf of Agencies and Subproducers, shall maintain the books and records relating to the sale of the Registered Products and the receipt and disbursement of Commissions (hereafter defined) and fees thereon so as to clearly and accurately disclose the nature and details of the transactions. Such books and records shall be maintained and preserved as required under the Exchange Act and the rules thereunder and shall at all times be compiled and maintained in a readily accessible place and in a manner that permits inspection by supervisory personnel of Broker Dealer, the SEC, the FINRANASD, any other SRO of which Broker Dealer may become a member, and other appropriate regulatory authorities. Duplicate books and records relating to the Registered Products and maintained by Agencies and Subproducers shall be deemed books and records of Broker Dealer and shall also be readily accessible for examination by the SEC, FINRANASD, any other SRO of which Broker Dealer may become a member, and other governmental authorities. (fe) Insurer Company reserves the unconditional right to refuse to accept applications and purchase orders procured by Producer without specifying the reason therefor, as well as premiums and settlements tendered or made thereunder. Furthermore, Insurer Company reserves the unconditional right to modify any of the Products in any respect whatsoever, modify or alter the conditions or terms under which any policy form may be sold or regulate its sale in any way, discontinue or withdraw any policy form from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, suspend the sale of any of the Products, or cease doing business in any area in whole or in part, at any time without prior notice. Notwithstanding these rights, Insurer Company will use its reasonable best efforts to provide Producer with prior written notice of its intention to modify or suspend the sale of any Products. (gf) No variation of Producer’s this authority and responsibility granted under this Agreement shall be permitted except with Company’s 's prior written consent.

Authority and Responsibility. (a) Producer is authorized and responsible in each State to train, use and supervise qualified professional insurance agents and solicitors who are duly qualified as provided in this agreement Agreement to sell the Products (“Subproducers”). Producer shall ensure that each Subproducer has adequate training in the sales practices and disclosures and for the various Products. Producer shall also ensure that Subproducers have reviewed Product marketing materials, guidelines, communications or other tools made available by Company and that Subproducer has sufficient knowledge of each Product’s features, benefits, and costs prior to making any recommendation to a customer. Broker-Dealer shall provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ permissible securities activities and monitor those activities as Broker-Dealer deems appropriate to maintain compliance with such limitations. (b) Producer shall notify Company in writing immediately upon hiring or contracting with any Subproducer for solicitation of the Products and upon the filing or receipt of any notice of termination of any Subproducer. Producer shall provide or shall cause Subproducers to provide Company with appropriate authorization to allow Company to conduct such the background and credit investigations of Subproducers as may be necessary or appropriate under applicable law. Insurer reserves the right of final approval of the appointment of any Subproducers. Insurer may, in the reasonable exercise of its discretion, may cancel the appointment of any Subproducer, Subproducer upon notice to Subproducer and Producer. (c) Producer shall ensure that it and all Subproducers: (i) as fiduciary for Company, collect and submit purchase payments to Company by noon of the next business day following receipt thereof, such payments to be in the form of checks made payable solely to the order of Company, or at such time and by such other means (by wire or electronic transfers) as mutually agreed in writing; (ii) in accordance with Company’s communicated guidelines, promptly deliver the Product contract to the purchaser, unless the contract Company has been sent by Company to the purchaserdone so; (iii) record each transaction, including record the fact of delivery, and maintain any other documentation reasonably requested by Company; (iv) responsibly perform in good faith each authorized action hereunder in accordance with Company’s administrative procedures as provided to Producer from time-to-time in writing and cooperate with Company as required to provide service to the purchasers of the Products; (v) make and record a determination suitable recommendations, document the rational for each product recommendation, as required by applicable law in the Suitability Determination and regulation with respect to each purchaser that the purchase Supervision Section of the Product is suitable as to such purchaser based upon a thorough review of the current financial situation and needs of each purchaser, and notify Company promptly upon learning of any circumstances that render such suitability information inaccurate (If Company receives customer checks and purchase orders directly from Producer’s prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations.)this Agreement; (vi) establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Subproducers and submit reports to Company as may be reasonably requested on the compliance with such procedures; and (vii) adopt, abide by, and enforce the principles set forth in the Principles and Code of Ethical Market Conduct of the Insurance Marketplace Standards Association as adopted by Company and (“Ethics Code”) ethics code provided to Producer as Exhibit B to this Agreement (“Ethics Code”); (vii) distribute and enforce all Company guidelines and communications related to the marketing and sale of its Products provided or made available to Producer; (viii) monitor both state and federal laws to ensure that the sales practices and disclosures of Producer and Subproducers are compliant; and (ix) establish and maintain guidelines for Subproducers which ensure compliance with both state and federal requirements for do-not-call lists, proper use of designations, and disclosures required by Producer and Subproducer including, but not limited to, compensation-related disclosures and other sales-related disclosures. (d) Broker Dealer is responsible for the training, supervision, and control of the registered representatives. Broker Dealer will be responsible to provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ permissible securities activities as Broker Dealer deems appropriate. (e) Broker Broker-Dealer, on its own behalf and on behalf of Agencies and Subproducers, shall maintain the books and records relating to the sale of the Registered Products and the receipt and disbursement of Commissions (hereafter defineddefined in the Commissions and Chargebacks Section) and fees thereon so as to clearly and accurately disclose the nature and details of the transactions. Such books and records shall be maintained and preserved as required under the Exchange Act and the rules thereunder and shall at all times be compiled and maintained in a readily accessible place and in a manner that permits inspection by supervisory personnel of Broker Dealer, the SEC, the FINRA, any other SRO of which Broker Dealer may become a member, and other appropriate regulatory authoritiesthereunder. Duplicate books and records relating to the Registered Products and maintained by Agencies and Subproducers shall be deemed books and records of Broker Broker-Dealer and shall also be readily accessible for examination by the SEC, FINRA, any other SRO purposes of which Broker Dealer may become a member, and other governmental authoritiesthis subsection. (fe) Insurer reserves the unconditional right to refuse to accept applications and purchase orders procured by Producer without specifying the reason thereforProducer, as well as or to accept premiums and settlements tendered or made thereundermade. Furthermore, Insurer reserves the unconditional right to to, at any time without prior notice: (i) modify any of the Products Product in any respect whatsoeverrespect, modify or alter the conditions or terms under which any policy form may be sold or regulate its sale in any way, sale; (ii) discontinue or withdraw any policy form from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, ; (iii) suspend the sale of any of the Products, ; or (iv) cease doing business in any area in whole or in part, at any time without prior notice. Notwithstanding these rights, Insurer will use its reasonable best efforts to provide Producer with prior written notice of its intention to modify or suspend the sale of any Products. (gf) No variation deviation of Producer’s authority and responsibility granted under this Agreement shall be permitted except with Company’s prior specific written consent.

Authority and Responsibility. (a) Producer is authorized and responsible in each State to train, use and supervise qualified professional insurance agents and solicitors who are duly qualified as provided in this agreement life insurance-licensed and appointed by the Insurer to sell the Products (“Subproducers”). To sell Registered Products, Subproducers must also be securities-licensed registered representatives of Broker Dealer and registered and qualified as necessary with the NASD and any appropriate state regulatory authority. Any Agency that sells Registered Products shall be an associated person of Broker Dealer under the Exchange Act. Broker Dealer agrees that any Agency or Subproducer whom the SEC, NASD or any self-regulatory organization (“SRO”) bars or suspends from association with Broker Dealer or any other broker dealer will be terminated or suspended from all activities related to Registered Products. (b) Producer shall notify Company in writing immediately upon hiring or contracting with any Subproducer for solicitation of the Products and upon the filing or receipt of any notice of termination of any Subproducer. Producer shall provide or shall cause Subproducers to provide Company with appropriate authorization to allow Company to conduct such background and credit investigations of Subproducers as may be necessary or appropriate under applicable law. Insurer reserves the right of final approval of the appointment of any Subproducers. Insurer Company may, in the reasonable exercise of its discretion, cancel the appointment of any Subproducer, upon notice to Subproducer and Producer. (c) Producer shall ensure that it and all Subproducers: (i) as fiduciary for Company, collect and submit purchase payments to Company by noon Central Time of the next business day following receipt thereof, purchase payments to Company, such payments to be in the form of checks made payable solely to the order of Company, Company or at such time and by such other means (by wire or electronic transfers) as mutually agreed in writingtransfers if appropriate arrangements therefor have been made with the Company; (ii) promptly deliver the Product contract to the purchaser, unless the contract has been sent by Company to the purchaser; (iii) record document each transaction, including the fact of delivery, and maintain any other documentation reasonably requested by Company; (iv) responsibly perform in good faith each authorized action hereunder in accordance with Company’s administrative procedures as provided to Producer from time-to-time in writing and cooperate with Company as required to provide service to the purchasers of for the Products; (v) make and record a determination as required by applicable law and regulation with respect to each purchaser that the purchase of any of the Product Products that such purchaser’s investment in any of the Products is suitable as to such purchaser based upon a thorough review of the current financial situation and needs of each purchaser, purchaser and notify Company promptly upon learning of any circumstances that render such suitability information inaccurate (If Company receives customer checks and purchase orders directly from Producer’s prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations.)inaccurate; (vi) establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Subproducers and submit reports to Company as may be reasonably requested on the compliance with such procedures; and (vii) adopt, abide by, and enforce the principles set forth in the Principles and Code of Ethical Market Conduct of the Insurance Marketplace Standards Association as adopted by Company and (“Ethics Code”) in the “Agent’s Guide to Professional Conduct” provided to Producer as Exhibit B to this Agreement (“Ethics Code”)Agreement. If Company receives customer checks and purchase orders directly from Producer’s prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations. (d) Broker Dealer is responsible for the training, supervision, and control of the registered representatives. Broker Dealer will be responsible to provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ permissible securities activities as Broker Dealer deems appropriate. (e) Broker Dealer, on its own behalf and on behalf of Agencies and Subproducers, shall maintain the books and records relating to the sale of the Registered Products and the receipt and disbursement of Commissions (hereafter defined) and fees thereon so as to clearly and accurately disclose the nature and details of the transactions. Such books and records shall be maintained and preserved as required under the Exchange Act and the rules thereunder and shall at all times be compiled and maintained in a readily accessible place and in a manner that permits inspection by supervisory personnel of Broker Dealer, the SEC, the FINRANASD, any other SRO of which Broker Dealer may become a member, and other appropriate regulatory authorities. Duplicate books and records relating to the Registered Products and maintained by Agencies and Subproducers shall be deemed books and records of Broker Dealer and shall also be readily accessible for examination by the SEC, FINRANASD, any other SRO of which Broker Dealer may become a member, and other governmental authorities. (fe) Insurer Company reserves the unconditional right to refuse to accept applications and purchase orders procured by Producer without specifying the reason therefor, as well as premiums and settlements tendered or made thereunder. Furthermore, Insurer Company reserves the unconditional right to modify any of the Products in any respect whatsoever, modify or alter the conditions or terms under which any policy form may be sold or regulate its sale in any way, discontinue or withdraw any policy form from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, suspend the sale of any of the Products, or cease doing business in any area in whole or in part, at any time without prior notice. Notwithstanding these rights, Insurer Company will use its reasonable best efforts to provide Producer with prior written notice of its intention to modify or suspend the sale of any Products. (gf) No variation of Producer’s this authority and responsibility granted under this Agreement shall be permitted except with Company’s prior written consent.

Authority and Responsibility. (a) Producer is authorized and responsible in each State to train, use and supervise qualified professional insurance agents and solicitors who are duly qualified as provided in this agreement to sell the Products (“Subproducers”). (b) Producer shall notify Company in writing immediately upon hiring or contracting with any Subproducer for solicitation of the Products and upon the filing or receipt of any notice of termination of any Subproducer. Insurer reserves the right of final approval of the appointment of any Subproducers. Producer shall provide or shall cause Subproducers to provide Company with appropriate authorization to allow Company to conduct such background and credit investigations of Subproducers as may be necessary or appropriate under applicable law. Insurer reserves the right of final approval of the appointment of any Subproducers. Insurer may, in the reasonable exercise of its discretion, cancel the appointment of any Subproducer, upon notice to Subproducer and Producer. (c) Producer shall ensure that it and all Subproducers: (i) as fiduciary for Company, collect and submit purchase payments to Company by noon of the next business day following receipt thereof, such payments to be in the form of checks made payable solely to the order of Company, or at such time and by such other means (by wire or electronic transfers) as mutually agreed in writing; (ii) promptly deliver the Product contract to the purchaser, unless the contract has been sent by Company to the purchaser; (iii) record each transaction, including the fact of delivery, and maintain any other documentation reasonably requested by Company; (iv) responsibly perform in good faith each authorized action hereunder in accordance with Company’s administrative procedures as provided to Producer from time-to-time in writing and cooperate with Company as required to provide service to the purchasers of the Products; (v) make and record a determination as required by applicable law and regulation with respect to each purchaser that the purchase of the Product is suitable as to such purchaser based upon a thorough review of the current financial situation and needs of each purchaser, and notify Company promptly upon learning of any circumstances that render such suitability information inaccurate (If Company receives customer checks and purchase orders directly from Producer’s prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations.); (vi) establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Subproducers and submit reports to Company as may be reasonably requested on the compliance with such procedures; and (vii) adopt, abide by, and enforce the principles principles, set forth in the Principles and Code of Ethical Market Conduct of the Insurance Marketplace Standards Association as adopted by Company and (“Ethics Code”) provided to Producer as Exhibit B to this Agreement (“Ethics Code”).in Schedule C. (d) Broker Dealer is responsible for the training, supervision, and control of the registered representatives. Broker Dealer will be responsible to provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ permissible securities activities as Broker Dealer deems appropriate. (e) Broker Dealer, on its own behalf and on behalf of Agencies and Subproducers, shall maintain the books and records relating to the sale of the Registered Products and the receipt and disbursement of Commissions (hereafter defined) and fees thereon so as to clearly and accurately disclose the nature and details of the transactions. Such books and records shall be maintained and preserved as required under the Exchange Act and the rules thereunder and shall at all times be compiled and maintained in a readily accessible place and in a manner that permits inspection by supervisory personnel of Broker Dealer, the SEC, the FINRA, any other SRO of which Broker Dealer may become a member, and other appropriate regulatory authorities. Duplicate books and records relating to the Registered Products and maintained by Agencies and Subproducers shall be deemed books and records of Broker Dealer and shall also be readily accessible for examination by the SEC, FINRA, any other SRO of which Broker Dealer may become a member, and other governmental authorities. (f) Insurer reserves the unconditional right to refuse to accept applications and purchase orders procured by Producer without specifying the reason therefor, as well as premiums and settlements tendered or made thereunder. Furthermore, Insurer reserves the unconditional right to modify any of the Products in any respect whatsoever, modify or alter the conditions or terms under which any policy form may be sold or regulate its sale in any way, discontinue or withdraw any policy form from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, suspend the sale of any of the Products, or cease doing business in any area in whole or in part, at any time without prior notice. Notwithstanding these rights, Insurer will use its reasonable best efforts to provide Producer with prior written notice of its intention to modify or suspend the sale of any Products. (g) No variation of Producer’s authority and responsibility granted under this Agreement shall be permitted except with Company’s prior written consent.

Authority and Responsibility. (a) Producer is authorized and responsible in each State state to train, use and supervise qualified professional insurance agents and solicitors who are duly qualified as provided in this agreement Agreement to sell the Products (“Subproducers”). Producer shall ensure that each Subproducer has adequate training in the sales practices and disclosures and for the various Products. Producer shall also ensure that Subproducers have reviewed Product marketing materials, guidelines, communications or other tools made available by Company and that Subproducer has sufficient knowledge of each Product’s features, benefits, and costs prior to making any recommendation to a customer. Broker-Dealer shall provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ permissible securities activities and monitor those activities as Broker-Dealer deems appropriate to maintain compliance with such limitations. (b) Producer shall notify Company in writing immediately upon hiring or contracting with any Subproducer for solicitation of the Products and upon the filing or receipt of any notice of termination of any Subproducer. Producer shall provide or shall cause Subproducers to provide Company with appropriate authorization to allow Company to conduct such the background and credit investigations of Subproducers as may be necessary or appropriate under applicable law. Insurer reserves the right of final approval of the appointment of any Subproducers. Insurer may, in the reasonable exercise of its discretion, may cancel the appointment of any Subproducer, Subproducer upon notice to Subproducer and Producer. (c) Producer shall ensure that it and all Subproducers: (i) as fiduciary for Company, collect and submit purchase payments to Company by noon of the next business day following receipt thereof, such payments to be in the form of checks made payable solely to the order of Company, or at such time and by such other means (by wire or electronic transfers) as mutually agreed in writing; (ii) in accordance with Company’s communicated guidelines, promptly deliver the Product contract to the purchaser, unless the contract Company has been sent by Company to the purchaserdone so; (iii) record each transaction, including record the fact of delivery, and maintain any other documentation reasonably requested by Company; (iv) responsibly perform in good faith each authorized action hereunder in accordance with Company’s administrative procedures as provided to Producer from time-to-time in writing and cooperate with Company as required to provide service to the purchasers of the Products; (v) make and record a determination suitable recommendations, document the rational for each product recommendation, as required by applicable law in the Suitability Determination and regulation with respect to each purchaser that the purchase Supervision Section of the Product is suitable as to such purchaser based upon a thorough review of the current financial situation and needs of each purchaser, and notify Company promptly upon learning of any circumstances that render such suitability information inaccurate (If Company receives customer checks and purchase orders directly from Producer’s prospective purchasers it will, upon request, provide Producer with such copies as are necessary to make the required suitability determinations.)this Agreement; (vi) establish and implement reasonable procedures for periodic inspection and supervision of sales practices of its Subproducers and submit reports to Company as may be reasonably requested on the compliance with such procedures; and (vii) adopt, abide by, and enforce the principles set forth in the Principles and Code of Ethical Market Conduct of the Insurance Marketplace Standards Association as adopted by Company and (“Ethics Code”) ethics code provided to Producer as Exhibit B to this Agreement (“Ethics Code”); (vii) distribute and enforce all Company guidelines and communications related to the marketing and sale of its Products provided or made available to Producer; (viii) monitor both state and federal laws to ensure that the sales practices and disclosures of Producer and Subproducers are compliant; and (ix) establish and maintain guidelines for Subproducers which ensure compliance with both state and federal requirements for do-not-call lists, proper use of designations, and disclosures required by Producer and Subproducer including, but not limited to, compensation-related disclosures and other sales-related disclosures. (d) Broker Dealer is responsible for the training, supervision, and control of the registered representatives. Broker Dealer will be responsible to provide training, conduct manuals, or other information to unregistered employees of Agencies and Subproducers regarding the limitations on such unregistered employees’ permissible securities activities as Broker Dealer deems appropriate. (e) Broker Broker-Dealer, on its own behalf and on behalf of Agencies and Subproducers, shall maintain the books and records relating to the sale of the Registered Products and the receipt and disbursement of Commissions (hereafter defineddefined in the Commissions and Chargebacks Section) and fees thereon so as to clearly and accurately disclose the nature and details of the transactions. Such books and records shall be maintained and preserved as required under the Exchange Act and the rules thereunder and shall at all times be compiled and maintained in a readily accessible place and in a manner that permits inspection by supervisory personnel of Broker Dealer, the SEC, the FINRA, any other SRO of which Broker Dealer may become a member, and other appropriate regulatory authoritiesthereunder. Duplicate books and records relating to the Registered Products and maintained by Agencies and Subproducers shall be deemed books and records of Broker Broker-Dealer and shall also be readily accessible for examination by the SEC, FINRA, any other SRO purposes of which Broker Dealer may become a member, and other governmental authoritiesthis subsection. (fe) Insurer reserves the unconditional right to refuse to accept applications and purchase orders procured by Producer without specifying the reason thereforProducer, as well as or to accept premiums and settlements tendered or made thereundermade. Furthermore, Insurer reserves the unconditional right to to, at any time without prior notice: (i) modify any of the Products Product in any respect whatsoeverrespect, modify or alter the conditions or terms under which any policy form may be sold or regulate its sale in any way, sale; (ii) discontinue or withdraw any policy form from any geographic area or market segment without prejudice to continuation of such form in any other area or market segment, ; (iii) suspend the sale of any of the Products, ; or (iv) cease doing business in any area in whole or in part, at any time without prior notice. Notwithstanding these rights, Insurer will use its reasonable best efforts to provide Producer with prior written notice of its intention to modify or suspend the sale of any Products. (gf) No variation deviation of Producer’s authority and responsibility granted under this Agreement shall be permitted except with Company’s prior specific written consent.