Common use of Commission Payments Clause in Contracts

Commission Payments. In consideration of the award of this Framework Agreement and the management, marketing and administration by the Authority of the overall contractual structure and associated documentation Contracted Customers will pay the Customer Commission to the Authority. The Supplier shall, unless the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directly, collect the Customer Commission from the relevant Customers and then pay such Customer Commission to the Authority. The Supplier shall invoice each Contracted Customer each Month under the terms of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authority, on or before the fifth Day of each such Month or such other Day as is notified to the Supplier by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, shall be paid by the Supplier to the Authority within twenty (20) Working Days of the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due at the rate and in the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Date, the Authority may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determination.

Commission Payments. In consideration A. Broker/Dealer shall be entitled to receive a commission based upon purchase payments received and accepted by Insurer for Contracts issued pursuant to this Agreement. Such commission shall be equal to the amount of the award applicable rate of this Framework Agreement and the management, marketing and administration by the Authority of the overall contractual structure and associated documentation Contracted Customers will pay the Customer Commission to the Authority. The Supplier shall, unless the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directly, collect the Customer Commission from the relevant Customers and then pay such Customer Commission to the Authority. The Supplier shall invoice each Contracted Customer each Month under the terms of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authority, on or before the fifth Day of each such Month or such other Day as is notified to the Supplier by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts commission set forth in the previous Month (“Monthly Statement”). The Parties Commission Schedule attached hereto as Exhibit 1 hereto which is incorporated herein by reference and may agree (such agreement not to be unreasonably withheld amended or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, shall be paid by the Supplier to the Authority within twenty (20) Working Days of the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due at the rate and in the manner prescribed by Law supplemented from time to time. The Authority shall pay Insurer reserves the right to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Date, the Authority may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary offer additional commissions from time to time, from the Due Date until such time as the Commission Due is received which will be communicated to Broker/Dealer by the Authority. The Supplier Insurer and/or Distributor. B. Commissions payable to Broker/Dealer shall be paid by Insurer on behalf of Distributor, consistent with applicable SEC requirements. In conformance with FINRA Notice to Members 84-48, Broker/Dealer waives payment of the commission from Distributor until Distributor is in receipt of the commission. C. In no event shall Insurer or Distributor be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not in compliance with state and federal licensing, registration and appointment requirements. Under no circumstances shall Insurer be liable for the payment of any commissions with respect to any solicitation which occurred, in whole or in part, in a jurisdiction where the Contract was not approved for sale. D. If a Contract is returned to Insurer pursuant to the Authority for all direct costs incurred in collecting "Free Look" provision or any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice other right to examine provision of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5Contract, the matter shall full commission paid to Broker/Dealer will be a Dispute unearned and shall be settled returned to the Insurer upon demand or, in accordance the absence of such demand, charged back to the recipient of the commission. E. Insurer and Distributor shall not be obligated for the payment of commissions for a Contract if it is determined by Insurer, based on a good faith review of the facts and circumstances and discussion with the Dispute resolution mechanism Broker/Dealer, that Contract would not have been issued except for a misrepresentation or omission by Broker/Dealer or any Subproducer, even if such Contract is not rescinded. In this instance, 100% of the commission paid on that Contract will be considered unearned and will be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. F. In no event shall Insurer incur obligations under this Agreement to issue any Contracts, provide benefits under any features offered by any Contracts or pay any commission in connection therewith if the Contract owner has exceeded any specified maximum age limitations as set out forth in Clause 16the applicable product prospectus when the Contract application was accepted. Any adjustment payment required With respect to such Contracts where there has been a misstatement of age and/or inadvertent issuance to an over age owner, the full commission paid by Insurer will be made in accordance with the resolution or determination of a Dispute under Clause 16 unearned and shall be made within three returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. G. Initial and/or subsequent Purchase Payments that exceed, or that cause all Contract(s) owned by the same owner to exceed, the dollar amount(s) specified in the prospectus and as amended from time-to-time (3"Large Case Purchase Payment") Working Days require pre-approval by Insurer. Insurer reserves the right to reject any such initial or subsequent Purchase Payments or may accept such Purchase Payments under terms communicated to Broker/Dealer but decided in Insurer's sole discretion. H. Compensation for the sale of any Contract that resolution is renewed, changed, exchanged or determinationotherwise converted from any other contract issued by Insurer or any affiliate shall be paid according to Insurer's policies, in its sole discretion. I. Broker/Dealer acknowledges and understands that no commission or other compensation shall be paid to Broker/Dealer with respect to a Contract after Broker/Dealer is no longer designated as a broker/dealer of record for such Contract. Broker/Dealer acknowledges and understands that a commission charge-back may occur if a Subproducer of Broker/Dealer terminates employment with Broker/Dealer and a Contract owner designates a different broker/dealer of record and a commission was paid while the change of broker/dealer is being processed. J. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subproducers. Broker/Dealer shall be solely responsible under applicable tax laws for the reporting of compensation paid to Subproducers and for any withholding of taxes from compensation paid to Subproducers, including, without limitation, FICA, FUTA, and federal, state and local taxes.

Commission Payments. In A. Broker/Dealer shall be entitled to receive a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subagents. B. In no event shall the award Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and registered prior to the commencement of such solicitation. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this Framework covenant. D. In no event shall Insurer incur obligations under this Agreement and to issue any Contracts or pay any commission in connection therewith if the managementContract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, marketing and administration the full commission paid by the Authority Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the overall contractual structure and associated documentation Contracted Customers commission. E. With respect to any Contract that is rescinded, as determined by the Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), or if the Insurer otherwise determines that a commission has not been earned (but such determination may not contravene any other provision of this Agreement), 100% of such unearned commission will pay the Customer Commission be returned to the Authority. The Supplier shallInsurer upon demand or, unless in the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directlyabsence of such demand, collect the Customer Commission from the relevant Customers and then pay such Customer Commission charged back to the Authority. The Supplier shall invoice each Contracted Customer each Month under recipient of the terms commission. F. Compensation for the sale of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authorityany Contract which is renewed, on changed, exchanged or before the fifth Day of each such Month or such otherwise converted from any other Day as is notified to the Supplier contract issued by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, Company shall be paid by the Supplier according to the Authority within twenty (20) Working Days Insurer's guidelines and practices. G. With respect to any Contract, or group of Contracts which the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due Insurer in its sole discretion deems to be a single case, and which at the rate and in time of application submission the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Dateinitial purchase payment is greater than $500,000, the Authority Insurer may charge determine in its sole discretion that the Supplier interest at a rate of three percent (3%commissions set forth on Exhibit 1 not apply. In the event the Insurer determines that the commission(s) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5do not apply, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution Insurer may establish an alternate commission for such Contract or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationContracts.

Commission Payments. In A. Broker/Dealer shall be entitled to receive a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subagents. B. In no event shall the award Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and registered prior to the commencement of such solicitation. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this Framework covenant. D. In no event shall Insurer incur obligations under this Agreement and to issue any Contracts or pay any commission in connection therewith if the managementContract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, marketing and administration the full commission paid by the Authority Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the overall contractual structure and associated documentation Contracted Customers commission. E. With respect to any Contract that is rescinded, as determined by the Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), or if the Insurer otherwise determines that a commission has not been earned (but such determination may not contravene any other provision of this Agreement), 100% of such unearned commission will pay the Customer Commission be returned to the Authority. The Supplier shallInsurer upon demand or, unless in the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directlyabsence of such demand, collect the Customer Commission from the relevant Customers and then pay such Customer Commission charged back to the Authority. The Supplier shall invoice each Contracted Customer each Month under recipient of the terms commission. F. Compensation for the sale of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authorityany Contract that is renewed, on changed, exchanged or before the fifth Day of each such Month or such otherwise converted from any other Day as is notified to the Supplier contract issued by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, Company shall be paid by the Supplier according to the Authority within twenty (20) Working Days Insurer's guidelines and practices. G. With respect to any Contract, or group of Contracts which the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due Insurer in its sole discretion deems to be a single case, and which at the rate and in time of application submission the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Dateinitial purchase payment is greater than $500,000, the Authority Insurer may charge determine in its sole discretion that the Supplier interest at a rate of three percent (3%commissions set forth on Exhibit 1 not apply. In the event the Insurer determines that the commission(s) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5do not apply, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution Insurer may establish an alternate commission for such Contract or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationContracts.

Commission Payments. In consideration A. Broker/Dealer shall be entitled to receive from Distributor a commission based upon premiums received and accepted by Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of the award of this Framework Agreement and the management, marketing and administration by the Authority of the overall contractual structure and associated documentation Contracted Customers will pay the Customer Commission to the Authority. The Supplier shall, unless the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directly, collect the Customer Commission from the relevant Customers and then pay such Customer Commission to the Authority. The Supplier shall invoice each Contracted Customer each Month under the terms of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authority, on or before the fifth Day of each such Month or such other Day as is notified to the Supplier by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts commission set forth in the previous Month (“Monthly Statement”)Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. The Parties may agree (such agreement not Insurer may, in its sole discretion, by written notice to Distributor and Broker/Dealer, amend Exhibit 1 with respect to commissions to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) paid in respect of any premium payments received after receipt of such notice by Distributor and Broker/Dealer. Broker/Dealer shall be solely responsible for the Commission set out payment of any commission or consideration of any kind to Subagents. B. In no event shall Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and, if required, appointed by Insurer prior to the commencement of such solicitation. C. If a Contract is returned to Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. D. In no event shall Insurer incur obligations under this Agreement to issue any Contracts or pay any commission in connection therewith if the Contract owner is over the maximum issue age with respect to that Monthly Statement (“Commission Due”)product when the Contract application was accepted. The Commission DueWith respect to such Contracts, the full commission paid by Insurer will be unearned and shall be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. E. With respect to any Contract that is rescinded, as set out determined by Insurer in each Commission Invoiceits reasonable discretion (other than a rescission with respect to which a surrender charge applies), or if Insurer otherwise determines that a commission has not been earned (but such determination may not contravene any other provision of this Agreement), 100% of such unearned commission will be returned to Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. F. Compensation for the sale of any Contract sold pursuant to this Agreement that is renewed, changed, exchanged, replaced or otherwise converted from any other contract issued by Insurer shall be paid and/or charged back according to Insurer's guidelines and practices, a copy of which shall have been provided in writing to Distributor and Broker/Dealer. G. With respect to any Contract, or group of Contracts that Insurer in its sole discretion deems to be a single case, and with respect to which at the time of application submission the initial purchase payment is greater than $1,500,000, Insurer may establish an alternate commission for such Contract or Contracts with the consent of Distributor. H. A Contract issued on monthly electronic funds transfer ("EFT") billing will generate initial commission on premium applied at issue plus advanced commission on the balance of an "annualized" premium based on planned premium at issue. Upon termination of the Contract (other than by death) or change from monthly EFT to monthly direct during the Supplier first 12 months, all unearned advance commission previously paid shall be returned to the Authority within twenty (20) Working Days Insurer upon demand or charged back to the recipient of the date of issue of commission. Commissions are not re-advanced if the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due at the rate and in the manner prescribed by Law from time Contract is reinstated to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Date, the Authority may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationmonthly EFT billing.

Commission Payments. In A. Broker/Dealer shall be entitled to receive a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subagents. B. In no event shall the award Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and registered prior to the commencement of such solicitation. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this Framework covenant. D. In no event shall Insurer incur obligations under this Agreement and to issue any Contracts or pay any commission in connection therewith if the managementContract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, marketing and administration the full commission paid by the Authority Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the overall contractual structure and associated documentation Contracted Customers commission. E. With respect to any Contract that is rescinded, as determined by the Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), or if the Insurer otherwise determines that a commission has not been earned (but such determination may not contravene any other provision of this Agreement), 100% of such unearned commission will pay the Customer Commission be returned to the Authority. The Supplier shallInsurer upon demand or, unless in the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directlyabsence of such demand, collect the Customer Commission from the relevant Customers and then pay such Customer Commission charged back to the Authority. The Supplier shall invoice each Contracted Customer each Month under recipient of the terms commission. F. Compensation for the sale of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authorityany Contract which is renewed, on changed, exchanged or before the fifth Day of each such Month or such otherwise converted from any other Day as is notified to the Supplier contract issued by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, Company shall be paid by the Supplier according to the Authority within twenty (20) Working Days Insurer's guidelines and practices. G. With respect to any Contract, or group of Contracts which the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due Insurer in its sole discretion deems to be a single case, and which at the rate and in time of application submission the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Dateinitial purchase payment is greater than $1,000,000, the Authority Insurer may charge determine in its sole discretion that the Supplier interest at a rate of three percent (3%commissions set forth on Exhibit 1 not apply. In the event the Insurer determines that the commission(s) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5do not apply, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution Insurer may establish an alternate commission for such Contract or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationContracts.

Commission Payments. In X. Xxxxxx/Dealer shall be entitled to receive a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subagents. B. In no event shall the award Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and registered prior to the commencement of such solicitation. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this Framework covenant. D. In no event shall Insurer incur obligations under this Agreement and to issue any Contracts or pay any commission in connection therewith if the managementContract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, marketing and administration the full commission paid by the Authority Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the overall contractual structure and associated documentation Contracted Customers commission. E. With respect to any Contract that is rescinded, as determined by the Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), or if the Insurer otherwise determines that a commission has not been earned (but such determination may not contravene any other provision of this Agreement), 100% of such unearned commission will pay the Customer Commission be returned to the Authority. The Supplier shallInsurer upon demand or, unless in the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directlyabsence of such demand, collect the Customer Commission from the relevant Customers and then pay such Customer Commission charged back to the Authority. The Supplier shall invoice each Contracted Customer each Month under recipient of the terms commission. F. Compensation for the sale of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authorityany Contract which is renewed, on changed, exchanged or before the fifth Day of each such Month or such otherwise converted from any other Day as is notified to the Supplier contract issued by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, Company shall be paid by the Supplier according to the Authority within twenty (20) Working Days Insurer's guidelines and practices. G. With respect to any Contract, or group of Contracts which the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due Insurer in its sole discretion deems to be a single case, and which at the rate and in time of application submission the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Dateinitial purchase payment is greater than $1,000,000, the Authority Insurer may charge determine in its sole discretion that the Supplier interest at a rate of three percent (3%commissions set forth on Exhibit 1 not apply. In the event the Insurer determines that the commission(s) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5do not apply, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution Insurer may establish an alternate commission for such Contract or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationContracts.

Commission Payments. In consideration addition to the Employee's yearly base salary, as outlined in the aforementioned paragraph, the Employer shall provide percent commission on the dollar for new sales revenue generated by the Employee. The revenue commission is credited only as products and/or services are delivered to the client and shall be paid to the Employee on a monthly basis as follow: a) Employee shall be paid the following month in which the commission was earned, once a final determination of "earned" commission has been confirmed. b) The Employee shall receive commission payment on the day of each month. c) The Employer shall provide to the Employee a written calculation for each commission payment made to the Employee. Throughout the Company's relationship with the client, the Employee shall be paid for all sales that are directly generated from the Employee's work and thus delivered to the clients under the Employee's account. Employee may request and advance on a commission payment, however, any monies that may be paid to the Employee prior to a final determination of the award of this Framework Agreement "earned" commission shall be considered and "advance" and shall then be subject to a reversal or adjustment in accordance with the management, marketing and administration aforementioned conditions. Commission paid on any other sales shall be determined by the Authority Vice President (VP) of Sales. The commission payouts shall continue for as long as the Company continues a relationship with the client and as long as the Employee continues his/her employment with the company. The Employee must continue to add value to the growth and management of the overall contractual structure and associated documentation Contracted Customers client base to receive on-going commissions. Upon termination or death of Employee and/or this agreement, payments at such time will pay cease. However, should the Customer Commission Employee be entitled to further payments for periods or partial periods which may have taken place prior to the Authoritydate of termination or death, and of which the Employee has not yet been paid, and for any commission which may have been earned in accordance with the Employer's customary policy and procedures, then such payments to Employee shall be made pursuant to company policy. The Supplier shallIn addition, unless the Authority notifies the Supplier any accrued vacation that the Contracted Customers shall pay the Authority directly, collect the Customer Commission from the relevant Customers and then pay such Customer Commission to the Authority. The Supplier shall invoice each Contracted Customer each Month under the terms of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authority, on or before the fifth Day of each such Month or such other Day as is notified to the Supplier by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties Employee may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoicehave earned, shall be paid by in accordance with state law and the Supplier to the Authority within twenty (20) Working Days company's customary policies and procedures. Please note that this particular section of the date Agreement is made for sole purpose of issue accounting and payroll, and no other purpose shall be implied. YEARLY BONUS PAYMENTS: BONUS % BASED ON SALES GENERATED GENERATED SALES Bonus payments shall be made in the check following the Employee's achievement of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due at the rate and in the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Date, the Authority may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5, the matter shall be a Dispute above listed thresholds and shall be settled in accordance credited as along as the Employee is with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationCompany.

Commission Payments. In A. Broker/Dealer shall be entitled to receive from the Insurer a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subagents. B. In no event shall the award Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and, if required, appointed by Insurer prior to the commencement of such solicitation. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. D. In no event shall Insurer incur obligations under this Agreement to issue any Contracts or pay any commission in connection therewith if the Contract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. E. With respect to any Contract that is rescinded, as determined by the Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), or if the Insurer otherwise determines that a commission has not been earned (but such determination may not contravene any other provision of this Framework Agreement and Agreement), 100% of such unearned commission will be returned to the managementInsurer upon demand or, marketing and administration in the absence of such demand, charged back to the recipient of the commission. F. Compensation for the sale of any Contract which is renewed, changed, exchanged or otherwise converted from any other contract issued by the Authority of the overall contractual structure and associated documentation Contracted Customers will pay the Customer Commission to the Authority. The Supplier shall, unless the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directly, collect the Customer Commission from the relevant Customers and then pay such Customer Commission to the Authority. The Supplier shall invoice each Contracted Customer each Month under the terms of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authority, on or before the fifth Day of each such Month or such other Day as is notified to the Supplier by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, Insurer shall be paid by the Supplier according to the Authority within twenty (20) Working Days Insurer's guidelines and practices. G. With respect to any Contract, or group of Contracts which the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due Insurer in its sole discretion deems to be a single case, and with respect to which at the rate and in time of application submission the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Dateinitial purchase payment is greater than $1,500,000, the Authority Insurer may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary from time to time, from the Due Date until establish an alternate commission for 5 such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on Contract or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5, the matter shall be a Dispute and shall be settled in accordance Contracts with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution or determination consent of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationDistributor.

Commission Payments. In A. Broker/Dealer shall be entitled to receive a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subagents. B. In no event shall the award Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and registered prior to the commencement of such solicitation. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts, as required by Section 6. I., and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this Framework covenant. D. In no event shall Insurer incur obligations under this Agreement and to issue any Contracts or pay any commission in connection therewith if the managementContract owner is over the maximum issue age at the time of contract issue, marketing and administration with respect to that product or contribution, respectively. With respect to such Contracts, the full commission paid by the Authority Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the overall contractual structure and associated documentation Contracted Customers commission E. With respect to any Contract that is rescinded, as determined by the Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), or if the Insurer otherwise determines that a purchase payment must be refunded, including without limitation in circumstances where a purchase payment exceeds the applicable maximum exclusion allowance or is otherwise forfeited upon surrender of a Contract, or that a commission otherwise has not been earned (but such determination may not contravene any other provision of this Agreement), 100% of such unearned commission will pay the Customer Commission be returned to the Authority. The Supplier shallInsurer upon demand or, unless in the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directlyabsence of such demand, collect the Customer Commission from the relevant Customers and then pay such Customer Commission charged back to the Authority. The Supplier shall invoice each Contracted Customer each Month under recipient of the terms commission. F. Compensation for the sale of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authorityany Contract which is renewed, on changed, exchanged or before the fifth Day of each such Month or such otherwise converted from any other Day as is notified to the Supplier contract issued by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, Company shall be paid by the Supplier according to the Authority within twenty (20Insurer's guidelines and practices. G. Excluding 403(b) Working Days arrangements, with respect to any Contract, or group of Contracts which the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due Insurer in its sole discretion deems to be a single case, and which at the rate and in time of application submission the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Dateinitial purchase payment is greater than $500,000, the Authority Insurer may charge determine in its sole discretion that the Supplier interest at a rate of three percent (3%commissions set forth on Exhibit 1 not apply. In the event the Insurer determines that the commission(s) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5do not apply, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution Insurer may establish an alternate commission for such Contract or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationContracts.

Commission Payments. In consideration of 3.1 Subject to the award terms of this Framework Agreement Agreement, Commission shall only be payable to the Dealer where there is a Customer Contract in place between the Customer and the management, marketing Network Operator for the Services arising directly and administration solely as a result of activities by the Authority of Dealer pursuant to this Agreement. 3.2 In the overall contractual structure and associated documentation Contracted Customers will pay event that the Customer Distributor overpays Commission to the Authority. The Supplier shallDealer, unless the Authority notifies Distributor shall be entitled to withhold part or the Supplier that the Contracted Customers shall pay the Authority directly, collect the Customer whole of any future payments of Commission from the relevant Customers and then pay such Customer Commission which may become due to the Authority. The Supplier shall invoice each Contracted Customer each Month Dealer in lieu of such overpayment as the Distributor’s absolute discretion. 3.3 Any statement sent by the Distributor to the Dealer in respect of Commission payable to the Dealer or repayable to the Distributor under the terms of this Framework Agreement shall, save for manifest error, be final, conclusive and Customer Contracts. The Supplier binding on the Dealer. 3.4 No Commission shall submit be payable to the Authority, on or before Dealer in circumstances where the fifth Day of each such Month or such other Day as is notified to the Supplier by the Authority a statement of the total Commission included Network Operator has not received payment in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, shall be paid by the Supplier to the Authority within twenty (20) Working Days of the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due at the rate and in the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Date, the Authority may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary from time to time, full from the Due Date until such time as Customer for the Commission Due is relevant Services or where payment in full was received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If Customer following the Supplier disputes in good faith any engagement of a debt recovery agent or other third party. 3.5 Payment of Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount will be made within twenty (20) Working Days 30 days of receipt by the Authority Distributor of a valid VAT invoice issued by the Dealer in accordance with this Agreement or where the parties have agreed that the Distributor will undertake self-billing, within 30 days of the notice referred to in Clause 5.5, Distributor raising the matter relevant invoice. 3.6 The Distributor may (but shall not be obliged to) retain or set off any amount which is not paid by the due date by a Dispute and shall be settled Customer (in accordance with the Dispute resolution mechanism applicable Customer contract) against any amount due to the Dealer under this Agreement. The Distributor or any member of the Distributor’s Group may (but shall not be obliged to) at any time retain, withhold payment of, or make any deduction from any liability (however arising and whether such liability is present or future, liquidated or unliquidated) owed to the Dealer against any liability (whether such liability is present or future, liquidated or unliquidated) which the Distributor and/or any member of the Distributor’s Group may be owed or allege to be owed by the Dealer and/or any member of the Dealer’s Group, whether such liability is under this Agreement or any other agreement between any member of the Distributor’s Group and any member of the Dealer’s Group. 3.7 The Dealer acknowledges and confirms that it will be solely responsible for its own taxation (and VAT) affairs. 3.8 Additional Commission Payments may be payable (in respect of certain introduced sales that are accepted by the Distributor) in accordance with special sales promotions which the Distributor may offer in writing from time to time to the Dealer. Unlike other Commissions (which are usually payable in arrears), ACPs may be payable in advance, or at the end of a defined period and such payment terms shall be communicated to the Dealer in line with the special sales promotions. The Distributor shall not be obliged to backdate any ACPs. 3.9 The amount of any such ACPs will vary in accordance with special sales promotions that the Distributor may offer in writing from time to time to the Dealer. The Distributor shall be entitled to amend or add to the Performance Criteria set out in Clause 16. Any adjustment payment required to be made this Schedule 2 on 30 days’ notice in accordance with the resolution or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationwriting.

Commission Payments. In A. Broker/Dealer shall be entitled to receive a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as Exhibit 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to subagents. B. In no event shall the award Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and registered prior to the commencement of such solicitation. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this Framework covenant. D. in no event shall Insurer incur obligations under this Agreement and to issue any Contracts or pay any commission in connection therewith if the managementContract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, marketing and administration the full commission paid by the Authority Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the overall contractual structure and associated documentation Contracted Customers commission. E. With respect to any Contract that is rescinded, as determined by the Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), or if the Insurer otherwise determines that a commission has not been earned (but such determination may not contravene any other provision of this Agreement), 100% of such unearned commission will pay the Customer Commission be returned to the Authority. The Supplier shallInsurer upon demand or, unless in the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directlyabsence of such demand, collect the Customer Commission from the relevant Customers and then pay such Customer Commission charged back to the Authority. The Supplier shall invoice each Contracted Customer each Month under recipient of the terms commission. F. Compensation for the sale of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authorityany Contract which is renewed, on changed, exchanged or before the fifth Day of each such Month or such otherwise converted from any other Day as is notified to the Supplier contract issued by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, Company shall be paid by the Supplier according to the Authority within twenty (20) Working Days Insurer's guidelines and practices. G. With respect to any Contract, or group of Contracts which the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due Insurer in its sole discretion deems to be a single case, and which at the rate and in time of application submission the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Dateinitial purchase payment is greater than $500,000, the Authority Insurer may charge determine in its sole discretion that the Supplier interest at a rate of three percent (3%commissions set forth on Exhibit 1 not apply. In the event the Insurer determines that the commission(s) over LIBOR, as the same may vary from time to time, from the Due Date until such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5do not apply, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution Insurer may establish an alternate commission for such Contract or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationContracts.

Commission Payments. In A. Broker/Dealer shall be entitled to receive a commission based upon premiums received and accepted by the Insurer for Contracts issued pursuant to this Agreement, based on the applicable rate of commission set forth in the Commission Schedule attached hereto as EXHIBIT 1 which is incorporated herein by reference. Broker/Dealer shall be solely responsible for the payment of any commission or consideration of any kind to Subagents. B. In no event shall the award Insurer be liable for the payment of any commissions with respect to any solicitation made, in whole or in part, by any person not appropriately licensed and, if required, appointed by Insurer prior to the commencement of such solicitation. C. If a Contract is returned to the Insurer pursuant to the "Free Look" provision or any other right to examine provision of the Contract, the full commission paid by the Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the commission. Broker/Dealer covenants and agrees to promptly deliver Contracts and to hold the Insurer harmless from and against any claim arising from market loss resulting from their breach of this Framework covenant. D. In no event shall Insurer incur obligations under this Agreement and to issue any Contracts or pay any commission in connection therewith if the managementContract owner is over the maximum issue age with respect to that product when the Contract application was accepted. With respect to such Contracts, marketing and administration the full commission paid by the Authority Insurer will be unearned and shall be returned to the Insurer upon demand or, in the absence of such demand, charged back to the recipient of the overall contractual structure and associated documentation Contracted Customers commission. E. With respect to any Contract that is rescinded, as determined by the Insurer in its sole discretion (other than a rescission with respect to which a surrender charge applies), or if the Insurer otherwise determines that a commission has not been earned (but such determination may not contravene any other provision of this Agreement), 100% of such unearned commission will pay the Customer Commission be returned to the Authority. The Supplier shallInsurer upon demand or, unless in the Authority notifies the Supplier that the Contracted Customers shall pay the Authority directlyabsence of such demand, collect the Customer Commission from the relevant Customers and then pay such Customer Commission charged back to the Authority. The Supplier shall invoice each Contracted Customer each Month under recipient of the terms commission. F. Compensation for the sale of this Framework Agreement and Customer Contracts. The Supplier shall submit to the Authorityany Contract which is renewed, on changed, exchanged or before the fifth Day of each such Month or such otherwise converted from any other Day as is notified to the Supplier contract issued by the Authority a statement of the total Commission included in invoices to Contracted Customers under all Customer Contracts in the previous Month (“Monthly Statement”). The Parties may agree (such agreement not to be unreasonably withheld or delayed by the Supplier) alternative arrangements for Monthly Statements, including Monthly Statements based on an estimate of the Commission to be recovered under Customer Contracts (with periodic reconciliation against actuals). On receipt of the Monthly Statement the Authority may submit an invoice (“Commission Invoice”) to the Supplier (at its nominated address for invoices) in respect of the Commission set out in that Monthly Statement (“Commission Due”). The Commission Due, as set out in each Commission Invoice, Insurer shall be paid by the Supplier according to the Authority within twenty (20) Working Days Insurer's guidelines and practices. G. With respect to any Contract, or group of Contracts which the date of issue of the Commission Invoice (“Due Date”). Each Commission Invoice shall include Value Added Tax on the Commission Due Insurer in its sole discretion deems to be a single case, and with respect to which at the rate and in time of application submission the manner prescribed by Law from time to time. The Authority shall pay to HMRC an amount equal to any such Value Added Tax. If the Supplier does not pay the Commission Due by the Due Dateinitial purchase payment is greater than $1,000,000, the Authority Insurer may charge the Supplier interest at a rate of three percent (3%) over LIBOR, as the same may vary from time to time, from the Due Date until establish an alternate commission for such time as the Commission Due is received by the Authority. The Supplier shall be liable to the Authority for all direct costs incurred in collecting any Commission Due from the Supplier. If the Supplier disputes in good faith any Commission Invoice the Supplier shall pay any undisputed amount on Contract or before the Due Date. The Supplier shall give the Authority notice of the amount in dispute and the reasons for the dispute as soon as reasonably practicable. The Parties shall seek to settle the disputed amount as soon as reasonably possible. If the Parties fail to resolve the disputed amount within twenty (20) Working Days of receipt by the Authority of the notice referred to in Clause 5.5, the matter shall be a Dispute and shall be settled in accordance with the Dispute resolution mechanism set out in Clause 16. Any adjustment payment required to be made in accordance with the resolution or determination of a Dispute under Clause 16 shall be made within three (3) Working Days of that resolution or determinationContracts.