Duties of Agent. Agent shall: a. Before promoting or marketing the Products and on an annual basis thereafter, attend all training required by the Company and be certified by the Company as having completed all training required by the Company, it being specifically acknowledged and agreed by Agent that no compensation shall be paid under this Agreement unless such training has been completed and such certification is received prior to the policy being written. Agent shall promote to each prospective Member only those Products for which the prospective Member is qualified to enroll and which Agent in good faith believes meets the needs of the prospective Member; b. Upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in the state(s) covered by this Agreement; c. Notify the Company, and upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in any additional state(s) covered by this Agreement; d. Hold and maintain in good standing, any license, certification or registration (collectively, “license”) required to perform Agent’s duties under this Agreement in each state where Agent promotes and markets the Products, and immediately notify the Company of (i) any expiration, termination, suspension, or other action affecting such license, and (ii) any disciplinary proceedings against Agent against any of Agent’s principals, partners, shareholders, directors, officers or employees relating to any license issued to any such person by a regulatory authority. Without limiting the foregoing, upon discovery by Company of any expiration, termination, or suspension of such license, Company shall terminate Agent, and Agent shall immediately provide to the Company a list of any beneficiaries enrolled by Agent after the expiration, termination or suspension of such license, so that each such beneficiary may be informed of his or her option to confirm enrollment or make a plan change. All state licensures and state license fees are the responsibility of Agent and/or Representatives and not the Company; e. In coordination with FMO/NMA or General Agent, promote the Products and solicit and procure applications from interested and eligible beneficiaries using the Company’s designated marketing materials and application forms, including, without limitation, the collection of information designated by the Company and CMS to process enrollments and the transmission of enrollment information to the Company in a manner specified by the Company (for example, utilizing an Internet-based enrollment facility, via electronic file transmission or via facsimile transmission) and in compliance with standards and requirements that may be established by the Company; f. Maintain proper records and accounts of all transactions pertaining to this Agreement; make such records and accounts available to the Company or its representatives during normal business hours upon seven (7) business days prior notice and turn such records over to the Company immediately upon termination of this Agreement, provided that Agent may retain copies of such records for its files; g. Generally endeavor to promote the interests of the Company as contemplated by this Agreement; and conduct itself so as not to affect adversely the business or reputation of itself or the Company, and without limiting the foregoing, Agent agrees that it shall not intentionally disparage the Company or any of the Products, nor shall it act, nor neglect to act, in a manner that would injure or harm the reputation of the Company or the Products or the goodwill associated with the Company or the Products; h. As applicable, inform all prospective Members how premium payments for the Products are to be made, as prescribed by the Company and consistent with CMS requirements and applicable state and federal laws; i. As applicable, hold any check or monies received by Agent for or on behalf of the Company in a fiduciary capacity and keep such funds segregated from Agent’s assets, it being specifically agreed that any such funds shall be deposited to a trust account in a state or federal bank authorized to do business in the state where the deposit is made and insured by an appropriate federal insuring agency no later than one (1) business day after receipt of such funds, and shall be transmitted to the Company within five (5) business days; provided, that to the extent applicable laws and regulations provide for more stringent requirements relating to receipt, handling or transmission of funds, Agent shall comply with the more stringent requirements; j. Timely pay to the Company all monies which may be or become due to it by reason of advances or loans or overpayments to Agent or otherwise; k. Follow and be governed, and take appropriate steps to require Representatives to follow and be governed, by the terms and conditions of this Agreement and by the policies, procedures, rules and regulations of the Company now or hereafter to become in force, which policies, procedures, rules and regulations shall constitute a part of this Agreement; l. Use best efforts to keep Members enrolled in the Products by providing prompt service to Representatives and to Members; m. Promptly report to the Company any complaints or inquiries of which it becomes aware (and the facts relevant thereto) to or from any governmental authority regarding Agent, any Representatives or the Company; and fully cooperate with, promptly respond to any requests for information from, and provide assistance to the Company and the Company’s designees, as reasonably requested by the Company, on any complaints or inquiries received relating to Agent, any Representatives or the Company; n. Comply with and meet the performance requirements which the Company may establish from time to time; it being acknowledged and agreed by Agent that failure to comply with and meet such performance requirements may result in termination of this Agreement by the Company; o. Use only the individually identifiable writing number assigned to Agent by the Company on applicable documents; p. Adhere to the Relationship Hierarchy Addendum incorporated herein by reference; q. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein; r. Comply with the HIPAA Business Associate Addendum attached hereto as Exhibit C and incorporated herein; s. If authorized by the Company to promote and market any Products which are AARP branded, comply with the Branded Products Addendum attached hereto as Exhibit D and incorporated herein; t. Comply with any and all requests made by FMO/NMA or General Agent on behalf of the Company; u. To the extent that Agent or its Representatives, directly or indirectly, have any arrangements with any subcontractors to perform any services in connection with this Agreement, ensure that any such subcontractors perform in compliance with the terms and conditions of this Agreement. If a subcontractor is performing services in a manner which is not in compliance with the terms and conditions of this Agreement, or upon the Company’s request, Agent shall terminate or require that its Representatives terminate any relationship with any such subcontractor; v. To the extent Agent is owned or controlled by a licensed individual agent or agents who promote and market the Products to eligible beneficiaries, ensure that such individual or individuals comply with all of the requirements applicable to Agent as set forth in this Agreement and with Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, or; w. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agency.
Appears in 2 contracts
Samples: Agent Contract, Agent Agreement
Duties of Agent. Agent shallIn consideration of the above appointment and the commission to be paid by EnerTeck to the AGENT hereunder the:
a. Before promoting or marketing (a) AGENT shall establish and maintain a sales program for the Products sale of the EnerTeck products and on an annual basis thereafter, attend all training required services covered by the Company this Agreement and be certified by the Company shall maintain facilities and personnel as having completed all training required by the Company, it being specifically acknowledged and agreed by Agent that no compensation shall be paid are reasonably adequate to perform its obligations under this Agreement unless such training has been completed Agreement.
(b) AGENT shall promptly transmit to EnerTeck inquiries and such certification is received prior to orders for EnerTeck products and services in the policy being writtenTerritory of the AGENT. Agent shall promote coordinate negotiations and communication on behalf of EnerTeck for all prospective sales on EnerTeck's products and services within the Territory.
(c) AGENT shall make no warranties, representations or certifications with respect to each prospective Member only those Products for which the prospective Member is qualified to enroll EnerTeck products and which Agent in good faith believes meets services without the needs prior consent of the prospective Member;
b. Upon recommendation of FMO/NMA or General AgentEnerTeck. AGENT shall AGENCY AGREEMENT FEBRUARY 15, be appointed 2003 ECHEMTRADETRADE ENERGY & PETROCHEMICALS LTDA. & ENERTECK CHEMICAL COMPANY, INC. hold EnerTeck free and harmless from any claims, lawsuit, damages and cost and expenses caused by the Company with the applicable state regulatory agency before promoting and marketing the Products in the state(s) covered by this Agreement;
c. Notify the Company, and upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in any additional state(s) covered by this Agreement;
d. Hold and maintain in good standing, any license, certification or registration (collectively, “license”) required to perform Agent’s duties under this Agreement in each state where Agent promotes and markets the Products, and immediately notify the Company of (i) any expiration, termination, suspension, or other action affecting such license, and (ii) any disciplinary proceedings against Agent against any of Agent’s principals, partners, shareholders, directors, officers or employees relating to any license issued to it having made any such person by a regulatory authority. Without limiting unauthorized warranties and representations.
(d) AGENT, at its sole expense, shall comply with all the foregoinglaws, upon discovery by Company of any expiration, termination, or suspension of such license, Company shall terminate Agent, regulations and Agent shall immediately provide rules applicable to the Company a list of any beneficiaries enrolled by Agent after the expiration, termination or suspension of such license, so that each such beneficiary may be informed of his or her option its operations and to confirm enrollment or make a plan change. All state licensures and state license fees are the responsibility of Agent and/or Representatives and not the Company;
e. In coordination with FMO/NMA or General Agent, promote the Products and solicit and procure applications from interested and eligible beneficiaries using the Company’s designated marketing materials and application forms, including, without limitation, the collection of information designated by the Company and CMS to process enrollments and the transmission of enrollment information to the Company in a manner specified by the Company (for example, utilizing an Internet-based enrollment facility, via electronic file transmission or via facsimile transmission) and in compliance with standards and requirements that may be established by the Company;
f. Maintain proper records and accounts of all transactions pertaining to this Agreement; make such records and accounts available to the Company or its representatives during normal business hours upon seven (7) business days prior notice and turn such records over to the Company immediately upon termination performance of this Agreement, provided that Agent may retain copies of such records for its files;
g. Generally endeavor to promote the interests of the Company as contemplated by this Agreement; . AGENT shall hold EnerTeck free and conduct itself so as not to affect adversely the business or reputation of itself or the Company, and without limiting the foregoing, Agent agrees that it shall not intentionally disparage the Company or any of the Products, nor shall it act, nor neglect to act, in a manner that would injure or harm the reputation of the Company or the Products or the goodwill associated with the Company or the Products;
h. As applicable, inform all prospective Members how premium payments for the Products are to be made, as prescribed by the Company and consistent with CMS requirements and applicable state and federal laws;
i. As applicable, hold any check or monies received by Agent for or on behalf of the Company in a fiduciary capacity and keep such funds segregated from Agent’s assets, it being specifically agreed that any such funds shall be deposited to a trust account in a state or federal bank authorized to do business in the state where the deposit is made and insured by an appropriate federal insuring agency no later than one (1) business day after receipt of such funds, and shall be transmitted to the Company within five (5) business days; provided, that to the extent applicable laws and regulations provide for more stringent requirements relating to receipt, handling or transmission of funds, Agent shall comply with the more stringent requirements;
j. Timely pay to the Company all monies which may be or become due to it by reason of advances or loans or overpayments to Agent or otherwise;
k. Follow and be governed, and take appropriate steps to require Representatives to follow and be governed, by the terms and conditions of this Agreement and by the policies, procedures, rules and regulations of the Company now or hereafter to become in force, which policies, procedures, rules and regulations shall constitute a part of this Agreement;
l. Use best efforts to keep Members enrolled in the Products by providing prompt service to Representatives and to Members;
m. Promptly report to the Company any complaints or inquiries of which it becomes aware (and the facts relevant thereto) to or harmless from any governmental authority regarding Agentclaims, any Representatives or the Company; damages, lawsuits, penalties and fully cooperate with, promptly respond to any requests for information from, costs and provide assistance to the Company and the Company’s designees, as reasonably requested expenses caused by the Company, on any complaints or inquiries received relating to Agent, any Representatives or the Company;
n. Comply with and meet the performance requirements which the Company may establish from time to time; it being acknowledged and agreed by Agent that AGENT's failure to comply with any such laws, regulations and meet such performance requirements may result in termination of this Agreement by the Company;rules.
o. Use only the individually identifiable writing number assigned to Agent by the Company on applicable documents;
p. Adhere to the Relationship Hierarchy Addendum incorporated herein by reference;
q. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein;
r. Comply with the HIPAA Business Associate Addendum attached hereto as Exhibit C and incorporated herein;
s. If authorized by the Company to promote and market any Products which are AARP branded, comply with the Branded Products Addendum attached hereto as Exhibit D and incorporated herein;
t. Comply with any and all requests made by FMO/NMA or General Agent on behalf of the Company;
u. To the extent that Agent or its Representatives(e) AGENT shall not, directly or indirectly, have infringe or contest the validity of or the title of EchemTrade to any arrangements with of the patents, trademarks and trade names owned by EnerTeck or under which EnerTeck is licensed. The termination of this Agreement for any subcontractors reason shall in no way release or discharge AGENT from the estoppel herein set forth.
(f) Agent shall, at the request of EnerTeck, assist in expediting and obtaining import and export permits and licenses, required customs clearance and delivery of shipments to perform EnerTeck's customers. All costs and charges shall be pre-approved and Enerteck agrees to reimburse AGENT the actual costs and expenses, plus a service charge of five (5) percent of the actual costs and expenses, incurred by AGENT on behalf of EnerTeck in performing these services. Proper documentation should be presented to EnerTeck no later than 90 days from the date that said expenses were incurred.
(g) AGENT will not sell, rent or distribute, indirectly or directly, any of the EnerTeck products and services for use or sale in any area in or to which EnerTeck itself would be prohibited by applicable law, regulations or order of the United States of America, or any of the governmental agencies thereof, from selling, distributing renting or otherwise permitting the use of said products and services.
(h) AGENT shall reasonably assist EnerTeck in tracking and expediting payment of outstanding invoices and receivables as required, advise and assist EnerTeck in the establishment of relationships between EnerTeck and banking institutions and professional advisors in the country of sale, and provide other services similar to those hereinabove described which are appropriate and necessary in connection with this AgreementEnerTeck's business activities in the country.
(i) AGENT shall perform its services with that standard of care, ensure skill and diligence normally provided by an agent in the performance of similar services. Agent understands that any such subcontractors perform in compliance with EnerTeck will be relying upon the terms accuracy, competence and conditions completeness of this Agreement. If a subcontractor is performing Agent's services in initially deciding whether to seek to obtain a manner which is not in compliance contract with the terms and conditions of this Agreement, respect to a qualifying project or upon the Company’s request, Agent shall terminate or require that its Representatives terminate any relationship with any such subcontractor;
v. To the extent Agent is owned or controlled by a licensed individual agent or agents who promote and market the Products to eligible beneficiaries, ensure that such individual or individuals comply with all of the requirements applicable to Agent as set forth in this Agreement and with Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, or;
w. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agencycustomer.
Appears in 1 contract
Duties of Agent. a. Agent shall:shall use its best efforts to fully lease the Building and to keep the Building fully leased, upon such terms as shall be acceptable to Owner during the Term of this Agreement.
a. Before promoting b. Agent shall list from time to time through its own organization, and, if requested to do so by Owner, through other real estate brokers, such space in the Building as Owner may determine is vacant or marketing available for leasing.
c. Agent shall negotiate with prospective tenants for new leases in the Products Building, and shall negotiate with tenants for the extension, renewal, modification, amendment or termination (collectively, "amendment"), of existing leases, pursuant to such rental and other guidelines relating to the foregoing as shall have been approved by Owner, or are as otherwise approved by Owner. All leases and amendments shall be submitted to Owner for approval and execution. At the option of Owner, Owner may by specific or standing letter of authorization, authorize Agent to execute leases and amendments in Owner's name as Owner's agent. Agent will prepare for Owner a lease abstract for each proposed tenant and shall update, as necessary, lease abstracts for executed leases. Agent shall procure credit references for prospective tenants and investigate such references.
d. Agent shall prepare all leases on an annual basis thereafterthe standard form of Lease Agreement provided by Owner to Agent for use in connection with the leasing of the Building. In addition, attend all training required Agent shall from time to time submit proposed rental guidelines to Owner for approval.
e. Agent shall develop, after consultation with Owner, a tenant retention program consistent with those provided by entities leasing and managing first-class office buildings in suburban Philadelphia.
f. Owner shall have the Company right to take any space in the Building off the rental market in anticipation of the sale of the Building.
g. If requested by Owner, Agent will prepare and submit to Owner for approval a promotional and advertising program for the Building. The promotional and advertising program budget shall be certified by the Company as having completed all training required by the Company, it being specifically acknowledged and agreed submitted by Agent that no compensation to Owner and shall set forth all direct and indirect costs to Owner resulting from such promotion or advertising. No promotion or advertising shall occur without being approved by Owner. All promotional and advertising material shall be prepared in accordance with applicable law. All promotional and advertising expense shall be paid under this Agreement unless such training has been completed and such certification is received prior to the policy being written. Agent shall promote to each prospective Member only those Products for which the prospective Member is qualified to enroll and which Agent in good faith believes meets the needs of the prospective Member;
b. Upon recommendation of FMO/NMA or General Agent, be appointed directly by the Company with the applicable state regulatory agency before promoting and marketing the Products in the state(s) covered by this Agreement;
c. Notify the Company, and upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in any additional state(s) covered by this Agreement;
d. Hold and maintain in good standing, any license, certification or registration (collectively, “license”) required to perform Agent’s duties under this Agreement in each state where Agent promotes and markets the Products, and immediately notify the Company of (i) any expiration, termination, suspension, or other action affecting such license, and (ii) any disciplinary proceedings against Agent against any of Agent’s principals, partners, shareholders, directors, officers or employees relating to any license issued to any such person by a regulatory authority. Without limiting the foregoing, upon discovery by Company of any expiration, termination, or suspension of such license, Company shall terminate Agent, and Agent shall immediately provide to the Company a list of any beneficiaries enrolled by Agent after the expiration, termination or suspension of such license, so that each such beneficiary may be informed of his or her option to confirm enrollment or make a plan change. All state licensures and state license fees are the responsibility of Agent and/or Representatives and not the Company;
e. In coordination with FMO/NMA or General Agent, promote the Products and solicit and procure applications from interested and eligible beneficiaries using the Company’s designated marketing materials and application forms, including, without limitation, the collection of information designated by the Company and CMS to process enrollments and the transmission of enrollment information to the Company in a manner specified by the Company (for example, utilizing an Internet-based enrollment facility, via electronic file transmission or via facsimile transmission) and in compliance with standards and requirements that may be established by the Company;
f. Maintain proper records and accounts of all transactions pertaining to this Agreement; make such records and accounts available to the Company or its representatives during normal business hours upon seven (7) business days prior notice and turn such records over to the Company immediately upon termination of this Agreement, provided that Agent may retain copies of such records for its files;
g. Generally endeavor to promote the interests of the Company as contemplated by this Agreement; and conduct itself so as not to affect adversely the business or reputation of itself or the Company, and without limiting the foregoing, Agent agrees that it shall not intentionally disparage the Company or any of the Products, nor shall it act, nor neglect to act, in a manner that would injure or harm the reputation of the Company or the Products or the goodwill associated with the Company or the Products;Owner.
h. As applicable, inform all prospective Members how premium payments for For any calendar quarter in which there is marketing activity regarding the Products are to be made, as prescribed by the Company and consistent with CMS requirements and applicable state and federal laws;
i. As applicable, hold any check or monies received by Agent for or on behalf of the Company in a fiduciary capacity and keep such funds segregated from Agent’s assets, it being specifically agreed that any such funds shall be deposited to a trust account in a state or federal bank authorized to do business in the state where the deposit is made and insured by an appropriate federal insuring agency no later than one (1) business day after receipt of such funds, and shall be transmitted to the Company within five (5) business days; provided, that to the extent applicable laws and regulations provide for more stringent requirements relating to receipt, handling or transmission of fundsBuilding, Agent shall comply with the more stringent requirements;
j. Timely pay prepare and deliver to the Company all monies which may be or become due to it by reason of advances or loans or overpayments to Agent or otherwise;
k. Follow and be governed, and take appropriate steps to require Representatives to follow and be governed, by the terms and conditions of this Agreement and by the policies, procedures, rules and regulations Owner a summary in reasonable detail of the Company now or hereafter to become in force, which policies, procedures, rules and regulations marketing activity conducted by Agent during the preceding calendar quarter. Such summary shall constitute include a part detailed list of this Agreement;
l. Use best efforts to keep Members enrolled all current prospective tenants of space in the Products by providing prompt service to Representatives and to Members;
m. Promptly report to the Company any complaints or inquiries of which it becomes aware (and the facts relevant thereto) to or from any governmental authority regarding Agent, any Representatives or the Company; and fully cooperate with, promptly respond to any requests for information from, and provide assistance to the Company and the Company’s designees, as reasonably requested by the Company, on any complaints or inquiries received relating to Agent, any Representatives or the Company;
n. Comply with and meet the performance requirements which the Company may establish from time to time; it being acknowledged and agreed by Agent that failure to comply with and meet such performance requirements may result in termination of this Agreement by the Company;
o. Use only the individually identifiable writing number assigned to Agent by the Company on applicable documents;
p. Adhere to the Relationship Hierarchy Addendum incorporated herein by reference;
q. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein;
r. Comply with the HIPAA Business Associate Addendum attached hereto as Exhibit C and incorporated herein;
s. If authorized by the Company to promote and market any Products which are AARP branded, comply with the Branded Products Addendum attached hereto as Exhibit D and incorporated herein;
t. Comply with any and all requests made by FMO/NMA or General Agent on behalf of the Company;
u. To the extent that Agent or its Representatives, directly or indirectly, have any arrangements with any subcontractors to perform any services in connection with this Agreement, ensure that any such subcontractors perform in compliance with the terms and conditions of this Agreement. If a subcontractor is performing services in a manner which is not in compliance with the terms and conditions of this Agreement, or upon the Company’s request, Agent shall terminate or require that its Representatives terminate any relationship with any such subcontractor;
v. To the extent Agent is owned or controlled by a licensed individual agent or agents who promote and market the Products to eligible beneficiaries, ensure that such individual or individuals comply with all of the requirements applicable to Agent as set forth in this Agreement and with Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, or;
w. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agencyBuilding.
Appears in 1 contract
Duties of Agent. Agent shall:
a. Before promoting or marketing the Products and on an annual basis thereafter, attend all training required by the Company and be certified by the Company as having completed all training required by the Company, it being specifically acknowledged and agreed by Agent that no compensation shall be paid under this Agreement unless such training has been completed and such certification is received prior to the policy being written. Agent shall promote to each prospective Member only those Products for which the prospective Member is qualified to enroll and which Agent in good faith believes meets the needs of the prospective Member;
b. Upon recommendation of FMO/NMA or General Agent, be Be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in the state(s) covered by this Agreement;
c. Notify the Company, and upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in any additional state(s) covered by this Agreement;
d. Hold and maintain maintain, in good standing, any license, certification or registration (collectively, “license”) required to perform Agent’s duties under this Agreement in each state where Agent promotes and markets the Products, and immediately notify the Company of (i) any expiration, termination, suspension, or other action affecting such license, and (ii) any disciplinary proceedings against Agent or against any of Agent’s principals, partners, shareholders, directors, officers or employees relating to any license issued to any such person by a regulatory authority. Without limiting the foregoing, upon discovery by Company of any expiration, termination, or suspension of such license, Company shall terminate Agent, and Agent shall immediately provide to the Company a list of any beneficiaries enrolled by Agent after the expiration, termination or suspension of such license, so that each such beneficiary may be informed of his or her option to confirm enrollment or make a plan change. All state licensures and state license fees are the responsibility of Agent and/or Representatives and not the Company;
e. d. In coordination with FMO/NMA or General Agentthe Company, promote the Products MA Plans and solicit and procure applications from interested and eligible beneficiaries using the Company’s designated marketing materials and application forms, including, without limitation, the collection of information designated by the Company and CMS to process enrollments and the transmission of enrollment information to the Company in a manner specified by the Company (for example, utilizing an Internet-based enrollment facility, via electronic file transmission or via facsimile transmission) and in compliance with standards and requirements that may be established by the Company;
e. Strictly comply with the Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries as described in Exhibit B attached hereto and incorporated herein.
f. Maintain proper records and accounts of all transactions pertaining to this Agreement; , make such records and accounts available to the Company or its representatives during normal business hours upon seven (7) business days prior notice notice; and turn such records over to the Company immediately upon termination of this Agreement, provided that Agent may retain copies of such records for its files;
g. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit B and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agency;
h. Generally endeavor to promote the interests of the Company as contemplated by this Agreement; and conduct itself so as not to affect adversely the business or reputation of itself or the Company, and without limiting the foregoing, Agent agrees that it shall not intentionally disparage the Company or any of the Products, nor shall it act, nor neglect to act, in a manner that would injure or harm the reputation of the Company or the Products or the goodwill associated with the Company or the Products;
h. i. As applicable, inform all prospective Members how premium payments for the Products are to be made, as prescribed by the Company and consistent with CMS requirements and applicable state and federal laws;
i. j. As applicable, hold any check or monies received by Agent for or on behalf of the Company in a fiduciary capacity and keep such funds segregated from Agent’s assets, it being specifically agreed that any such funds shall be deposited to a trust account in a state or federal bank authorized to do business in the state where the deposit is made and insured by an appropriate federal insuring agency no later than one (1) business day after receipt of such funds, and shall be transmitted to the Company within five (5) business days; provided, that to the extent applicable laws and regulations provide for more stringent requirements relating to receipt, handling or transmission of funds, Agent shall comply with the more stringent requirements;
j. Timely pay to the Company all monies which may be or become due to it by reason of advances or loans or overpayments to Agent or otherwise;
k. Follow and be governed, and take appropriate steps to require Representatives to follow and be governed, governed by the terms and conditions of this Agreement and by conform to the policies, procedures, rules and regulations of the Company now or hereafter to become in force, which policies, procedures, rules and regulations shall constitute a part of this Agreement;.
l. Use best efforts to keep Members enrolled in the Products by providing prompt service to Representatives and to Members;
m. Promptly report to the Company any complaints or inquiries of which it becomes aware (and the facts relevant thereto) to or from any governmental authority regarding Agent, any Representatives Agent or the Company; and fully cooperate with, promptly respond to any requests for information from, and provide assistance to the Company and the Company’s designees, as reasonably requested by the Company, on any complaints or inquiries received relating to Agent, any Representatives Agent or the Company;
n. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein;
o. Comply with the HIPAA Business Associate Agreement with Security Addendum attached hereto as Exhibit C and incorporated herein;
p. Comply with and meet the performance requirements which the Company may establish from time to time; it being acknowledged and agreed by Agent that failure to comply with and meet such performance requirements may result in termination of this Agreement by the Company;
o. Use only the individually identifiable writing number assigned to Agent by the Company on applicable documents;
p. Adhere to the Relationship Hierarchy Addendum incorporated herein by referenceAgreement;
q. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein;
r. Comply with the HIPAA Business Associate Addendum attached hereto as Exhibit C and incorporated herein;
s. If authorized by the Company to promote and market any Products which are AARP branded, comply with the Branded Products Addendum attached hereto as Exhibit D and incorporated herein;
t. Comply with any and all requests made by FMO/NMA or General Agent on behalf of the Company;
u. To the extent that Agent or its Representatives, directly or indirectly, have any arrangements with any subcontractors to perform any services in connection with this Agreement, ensure that any such subcontractors perform in compliance with the terms and conditions of this Agreement. If a subcontractor is performing services in a manner which is not in compliance with the terms and conditions of this Agreement, or upon the Company’s request, Agent shall terminate or require that its Representatives terminate any relationship use best efforts to produce enrollments annually and will maintain a minimum of ten (10) enrollments with any such subcontractor;
v. To Company following the extent Agent is owned or controlled by a licensed individual agent or agents who promote and market the Products to eligible beneficiaries, ensure that such individual or individuals comply with all agent’s second full year of the requirements applicable to Agent as set forth in this Agreement and appointment with Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, or;
w. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agency.
Appears in 1 contract
Samples: Independent Agent Agreement
Duties of Agent. Agent shall:
a. Before promoting or marketing the Products and on an annual basis thereafter, attend all training required by the Company and be certified by the Company as having completed all training required by the Company, it being specifically acknowledged and agreed by Agent that no compensation shall be paid under this Agreement unless such training has been completed and such certification is received prior to the policy being written. Agent shall promote to each prospective Member only those Products for which the prospective Member is qualified to enroll and which Agent in good faith believes meets the needs of the prospective Member;
b. Upon recommendation of FMO/NMA FMO or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in the state(s) covered by this Agreement;
c. Notify the Company, and upon recommendation of FMO/NMA FMO or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in any additional state(s) covered by this Agreement;
d. Hold and maintain maintain, in good standing, any license, certification or registration (collectively, “license”) required to perform Agent’s duties under this Agreement in each state where Agent promotes and markets the Products, and immediately notify the Company of (i) any expiration, termination, suspension, or other action affecting such license, and (ii) any disciplinary proceedings against Agent or against any of Agent’s principals, partners, shareholders, directors, officers or employees relating to any license issued to any such person by a regulatory authority. Without limiting the foregoing, upon discovery by Company of any expiration, termination, or suspension of such license, Company shall terminate Agent, and Agent shall immediately provide to the Company a list of any beneficiaries enrolled by Agent after the expiration, termination or suspension of such license, so that each such beneficiary may be informed of his or her option to confirm enrollment or make a plan change. All state licensures and state license fees are the responsibility of Agent and/or Representatives and not the Company;
e. In coordination with FMO/NMA FMO or General Agent, promote the Products and solicit and procure applications from interested and eligible beneficiaries using the Company’s designated marketing materials and application forms, including, without limitation, the collection of information designated by the Company and CMS to process enrollments and the transmission of enrollment information to the Company in a manner specified by the Company (for example, utilizing an Internet-based enrollment facility, via electronic file transmission or via facsimile transmission) and in compliance with standards and requirements that may be established by the Company;
f. Strictly comply with the Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, including the following:
i. Agent will complete all training required by the Company for the promotion and marketing of the Products and read all Marketing Guidelines (as defined in Section 2.4 of this Agreement), and will comply with all policies therein;
ii. Agent shall not make representations with respect to the nature or scope of the benefits of enrollment in the Products except in conformity with the written guidelines and marketing materials furnished by the Company to Agent for that purpose. These written guidelines specifically include, but are not limited to, (i) CMS’s Medicare Marketing Guidelines For Medicare Advantage Plans, Prescription Drug Plans and 1876 Cost Plans and any and all updates, revisions and additions thereto and (ii) such other written guidelines and marketing materials that may be issued by CMS and/or established by the Company and furnished to Agent (collectively, the “Marketing Guidelines”). By entering into this Agreement, Agent is acknowledging it has received, read and understands the Marketing Guidelines;
iii. Agent shall have no authority to, and will not purport to, make any oral or written alteration, modification, or waiver of any of the terms or conditions applicable to enrollment in the Products;
iv. Agent shall make all disclosures to eligible Medicare beneficiaries in accordance with the Marketing Guidelines, including the following: (i) If Agent is meeting with a Medicare beneficiary, Agent shall clearly identify to the Medicare beneficiary that Agent will be discussing the Company’s MA Plans and/or PDP Plans, before Agent markets to the Medicare beneficiary; and (ii) Agent shall, prior to the enrollment or at the time of enrollment, make the following disclosure in writing to the Medicare beneficiary: “The person that is discussing plan options with you is contracted with <plan name, as provided by Company>. The person is compensated based upon your enrollment in a plan.”;
v. Agent shall make no payments or gifts in violation of Medicare Laws and Regulations and applicable federal and state laws and regulations to any eligible beneficiaries or any Members;
vi. Agent shall be subject to, and cooperate with, the “Sales Training Incident” program established by the Company;
vii. Agent shall ensure that all information on Agent’s solicited applications is completely filled in by the eligible beneficiary applicant or by Agent in the applicant’s presence or by the applicant’s legal representative in his or her presence;
g. Maintain proper records and accounts of all transactions pertaining to this Agreement; , make such records and accounts available to the Company or its representatives during normal business hours upon seven (7) business days prior notice notice; and turn such records over to the Company immediately upon termination of this Agreement, provided that Agent may retain copies of such records for its files;
g. h. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agency;
i. Generally endeavor to promote the interests of the Company as contemplated by this Agreement; and conduct itself so as not to affect adversely the business or reputation of itself or the Company, and without limiting the foregoing, Agent agrees that it shall not intentionally disparage the Company or any of the Products, nor shall it act, nor neglect to act, in a manner that would injure or harm the reputation of the Company or the Products or the goodwill associated with the Company or the Products;
h. j. As applicable, inform all prospective Members how premium payments for the Products are to be made, as prescribed by the Company and consistent with CMS requirements and applicable state and federal laws;
i. k. As applicable, hold any check or monies received by Agent for or on behalf of the Company in a fiduciary capacity and keep such funds segregated from Agent’s assets, it being specifically agreed that any such funds shall be deposited to a trust account in a state or federal bank authorized to do business in the state where the deposit is made and insured by an appropriate federal insuring agency no later than one (1) business day after receipt of such funds, and shall be transmitted to the Company within five (5) business days; provided, that to the extent applicable laws and regulations provide for more stringent requirements relating to receipt, handling or transmission of funds, Agent shall comply with the more stringent requirements;
j. l. Timely pay to the Company all monies which may be or become due to it by reason of advances or loans or overpayments to Agent or otherwise;
k. m. Follow and be governed, and take appropriate steps to require Representatives to follow and be governed, governed by the terms and conditions of this Agreement and by conform to the policies, procedures, rules and regulations of the Company now or hereafter to become in force, which policies, procedures, rules and regulations shall constitute a part of this Agreement;.
l. n. Use best efforts to keep Members enrolled in the Products by providing prompt service to Representatives and to Members;
m. o. Promptly report to the Company any complaints or inquiries of which it becomes aware (and the facts relevant thereto) to or from any governmental authority regarding Agent, any Representatives Agent or the Company; and fully cooperate with, promptly respond to any requests for information from, and provide assistance to the Company and the Company’s designees, as reasonably requested by the Company, on any complaints or inquiries received relating to Agent, any Representatives Agent or the Company;
n. p. Adhere to the Relationship Hierarchy attached hereto as Exhibit B and incorporated herein;
q. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit C and incorporated herein;
r. Comply with the HIPAA Business Associate Addendum attached hereto as Exhibit D and incorporated herein;
s. Comply with and meet the performance requirements which the Company may establish from time to time; it being acknowledged and agreed by Agent that failure to comply with and meet such performance requirements may result in termination of this Agreement Agreement;
t. Comply with any and all requests made by FMO and General Agent on behalf of the Company;
o. u. Use only the individually identifiable writing number assigned to Agent by the Company on applicable documents;
p. Adhere to the Relationship Hierarchy Addendum incorporated herein by reference;
q. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein;
r. Comply with the HIPAA Business Associate Addendum attached hereto as Exhibit C and incorporated herein;
s. v. If authorized by the Company to promote and market any Products which are AARP branded, comply with the Branded Products Addendum attached hereto as Exhibit D E and incorporated herein;; and
t. Comply with any and all requests made by FMO/NMA or General Agent on behalf of the Company;
u. w. To the extent that Agent or its RepresentativesAgent, directly or indirectly, have has any arrangements with any subcontractors to perform any services in connection with this Agreement, ensure that any such subcontractors perform in compliance with the terms and conditions of this Agreement. If a subcontractor is performing services in a manner which is not in compliance with the terms and conditions of this Agreement, or upon the Company’s request, Agent shall terminate or require that its Representatives terminate any relationship with any such subcontractor;
v. To the extent Agent is owned or controlled by a licensed individual agent or agents who promote and market the Products to eligible beneficiaries, ensure that such individual or individuals comply with all of the requirements applicable to Agent as set forth in this Agreement and with Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, or;
w. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agency.
Appears in 1 contract
Samples: Agent Agreement
Duties of Agent. A. If Agent shall:is an Agency, then it shall be responsible for assuring that all Agency Producers comply with the following duties as well as the Agent.
a. Before promoting or marketing the Products B. Agent will comply with all laws and on an annual basis thereafter, attend all training required by regulations which relate to this Agreement and shall indemnify and hold the Company and be certified by the Company as having completed all training required by the Company, it being specifically acknowledged and agreed by Agent that no compensation shall be paid under this Agreement unless such training has been completed and such certification is received prior harmless for its failure to the policy being writtendo so. Agent shall promote to each prospective Member only those Products for which the prospective Member is qualified to enroll and which Agent in good faith believes meets the needs of the prospective Member;
b. Upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in the state(s) covered by this Agreement;
c. Notify the Company, and upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in any additional state(s) covered by this Agreement;
d. Hold and maintain in good standing, any licenseat its own cost, certification licenses required by all applicable statutes and regulations. Agent shall provide copy(ies) of its current license(s) to the Company. Upon Agent's loss or registration (collectivelyfailure to procure and maintain such licenses as may be required by law, “license”) required to perform Agent’s duties under this Agreement in each state shall terminate automatically. Agent shall comply with all appointment requirements of the underwriters of any of the products set forth where an agent appointment is required. If Agent promotes is a business entity, Agent shall ensure all its employees who sell Company’s products are properly licensed and markets the Productsappointed, and immediately notify the Company including appointments to Company’s underwriters, a State Department of (i) any expirationInsurance, termination, suspensiona supervising agent, or any other action affecting such licenseperson or entity as required by applicable law or statute. The Agent has no authority to make, and (ii) any disciplinary proceedings against Agent against any of Agent’s principalsalter, partners, shareholders, directors, officers or employees relating to any license issued to any such person by a regulatory authority. Without limiting the foregoing, upon discovery by Company of any expiration, terminationmodify, or suspension of such licensedischarge any Product, policy, application or Agreement; extend any provision thereof; extend the time for payments; waive any forfeiture; incur any debts or expenses for which The Company shall terminate Agent, and Agent shall immediately provide to the Company a list of any beneficiaries enrolled by Agent after the expiration, termination or suspension of such license, so that each such beneficiary may be informed liable; receive any money for The Company except as authorized in connection with the production of his or her option to confirm enrollment or make a plan change. All state licensures and state license fees are the responsibility of Agent and/or Representatives and not the Company;
e. In coordination with FMO/NMA or General Agent, promote the Products and solicit and procure applications from interested and eligible beneficiaries using the Company’s designated marketing materials and application forms, including, without limitation, the collection of information designated covered by the Company and CMS to process enrollments and the transmission of enrollment information to the Company in a manner specified by the Company (for example, utilizing an Internet-based enrollment facility, via electronic file transmission or via facsimile transmission) and in compliance with standards and requirements that may be established by the Company;
f. Maintain proper records and accounts of all transactions pertaining to this Agreement; make such records and accounts available to the Company or its representatives during normal business hours upon seven (7) business days prior notice and turn such records over to the Company immediately upon termination of this Agreement, provided the Agent is authorized to receive checks made payable to The Company. Agent may not withhold or convert to the Agent’s own use or for the benefit of any third party any moneys, securities, policies or receipts belonging to The Company; or accept payments in other than the currency of the United States of America. Agent warrants that Agent may retain copies will diligently and to the best of such records for its files;
g. Generally endeavor to promote ability ensure that the interests of the Company as contemplated facts set forth by this Agreement; any applicant in any application it solicits are true and correct. Agent will conduct itself so as not to affect adversely the business or business, good standing, and reputation of itself or the Company. 3 Proprietary Interests and Marks
A. Agent acknowledges The Company is the owner of all right, title and interest in and to the Company’s proprietary information, trade secrets and marks (“Protected Marks and Information”), except for the limited license granted herein, Agent will have no claim of any right, title or interest in and to the Protected Marks and Information.
B. The Company grants Agent a limited license in the Protected Marks and Information for the sole purpose of marketing the Products as an Agent in accordance with the terms of this Agreement. Agent agrees the nature and quality of all services rendered by Agent in connection with the Protected Marks and Information will conform to standards set by and be under the control of The Company. Agent also agrees to cooperate with The Company in facilitating The Company’s control of the quality of services rendered, to permit reasonable access for inspection of Agent’s operation, and without limiting to supply The Company with specimens of all uses of the foregoingProtected Marks and Information upon request.
C. The right to use the Protected Marks and Information granted to the Agent is non-exclusive, and The Company has the absolute right to, among other things, (i) use the Protected Marks and Information in connection with selling products and services and (ii) grant other licenses for the Protected Marks and Information.
D. Unless authorized by Company in writing, Agent agrees that it shall may not intentionally disparage the Company or use any of the ProductsProtected Marks and Information for any purpose and, nor shall it actspecifically, nor neglect may not use any Marks as a legal, corporate, or domain name. If Agent desires to actuse the Protected Marks and Information in any manner not authorized by this Agreement, the Agent must disclose such proposed use to Company for approval and may not use the Protected Marks and Information until Company, in a manner that would injure or harm the reputation its sole and absolute discretion, approves of the Company or the Products or the goodwill associated with the Company or the Products;such proposed use in writing.
h. As applicable, inform all prospective Members how premium payments for the Products are to be made, as prescribed by E. Agent shall indemnify and hold the Company and consistent with CMS requirements its officers, agents and applicable state employees harmless from all expenses, costs, causes of action, claims, demands, liabilities and federal laws;
i. As applicabledamages, hold including reasonable attorney's fees, resulting from or growing out of any check unauthorized act or monies received transaction or any negligent act, omission or transaction by Agent or employees of Agent. Agent shall maintain in force insurance coverage against wrongful acts and errors and omissions of Agent, its agents and employees with respect to the services performed hereunder. Such insurance coverage shall be at least $100,000 for or on behalf the sale of individual plans Agent has been authorized to sell and at least $250,000 for the Company in a fiduciary capacity and keep such funds segregated from sale of any group plans authorized for Agent’s assets, it being specifically agreed that any such funds shall be deposited to a trust account in a state or federal bank authorized to do business in the state where the deposit is made and insured by an appropriate federal insuring agency no later than one (1) business day after receipt of such funds, use and shall be transmitted provided to the Company within five (5) business days; provideddays of request.
F. Agent affirmatively agrees that it shall not sell, that to the extent applicable laws and regulations provide for more stringent requirements relating to receiptcommunicate, handling or transmission of funds, Agent shall comply with the more stringent requirements;
j. Timely pay to the Company all monies which may be or become due to it by reason of advances or loans or overpayments to Agent or otherwise;
k. Follow and be governed, and take appropriate steps to require Representatives to follow and be governed, by the terms and conditions of this Agreement and by the policies, procedures, rules and regulations of the Company now or hereafter to become in force, which policies, procedures, rules and regulations shall constitute a part of this Agreement;
l. Use best efforts to keep Members enrolled in the Products by providing prompt service to Representatives and to Members;
m. Promptly report to the Company otherwise disclose any complaints or inquiries of which it becomes aware (and the facts relevant thereto) to or from any governmental authority regarding Agent, any Representatives or the Company; and fully cooperate with, promptly respond to any requests for information from, and provide assistance to the Company and the Company’s designeesProtected Health Information, as reasonably requested by such term is defined under the Company, on any complaints or inquiries received relating to Agent, any Representatives or the Company;
n. Comply with Health Insurance Portability and meet the performance requirements which the Company may establish from time to time; it being acknowledged and agreed by Agent that failure to comply with and meet such performance requirements may result in termination Accountability Act of this Agreement by the Company;
o. Use only the individually identifiable writing number assigned to Agent by the Company on applicable documents;
p. Adhere to the Relationship Hierarchy Addendum incorporated herein by reference;
q. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein;
r. Comply with the HIPAA Business Associate Addendum attached hereto as Exhibit C and incorporated herein;
s. If authorized by the Company to promote and market any Products which are AARP branded, comply with the Branded Products Addendum attached hereto as Exhibit D and incorporated herein;
t. Comply with any and all requests made by FMO/NMA or General Agent on behalf of the Company;
u. To the extent that Agent or its Representatives, directly or indirectly, have any arrangements with any subcontractors to perform any services in connection with this Agreement, ensure that any such subcontractors perform in compliance with the terms and conditions of this Agreement. If a subcontractor is performing services in a manner which is not in compliance with the terms and conditions of this Agreement, or upon the Company’s request, Agent shall terminate or require that its Representatives terminate any relationship with any such subcontractor;
v. To the extent Agent is owned or controlled by a licensed individual agent or agents who promote and market the Products to eligible beneficiaries, ensure that such individual or individuals comply with all of the requirements applicable to Agent as set forth in this Agreement and with Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, or;
w. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement1996, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agencyamended (“HIPAA”).
Appears in 1 contract
Samples: Agency Agreement
Duties of Agent. Owner hereby irrevocably authorizes Agent shall:
a. Before promoting or marketing to receive and disburse funds in accordance with the Products provisions of this Deposit and Security Agreement and, subject to Agent having been directed in writing and been offered satisfactory indemnity to take such action in accordance with the terms of this Deposit and Security Agreement, to take such action on an annual basis thereafter, attend all training required its behalf under the provisions of this Deposit and Security Agreement and to exercise such powers thereunder as are specifically delegated to Agent by the Company and be certified by the Company as having completed all training required by the Company, it being specifically acknowledged and agreed by Agent that no compensation shall be paid under this Agreement unless such training has been completed terms thereof and such certification other powers as are reasonably incidental thereto. Agent is received prior hereby irrevocably authorized to take all actions on behalf of Owner to enforce the rights and remedies of the Agent and Owner provided for herein or by applicable law with respect to the policy being written. Agent shall promote to each prospective Member only those Products for which the prospective Member is qualified to enroll liens upon and which Agent in good faith believes meets the needs of the prospective Member;
b. Upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products security interests in the state(s) covered by this Agreement;
c. Notify Collateral granted to secure the CompanySecured Obligations; provided, and upon recommendation of FMO/NMA or General Agenthowever, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in any additional state(s) covered by this Agreement;
d. Hold and maintain in good standingthat, any license, certification or registration (collectively, “license”) required to perform Agent’s duties under this Agreement in each state where Agent promotes and markets the Products, and immediately notify the Company of (i) any expiration, termination, suspension, or other action affecting such license, Agent shall act solely at and in accordance with the written direction of Owner and (ii) Agent shall not, except as otherwise expressly set forth herein, without the written consent of Owner, release or terminate by affirmative action or consent any disciplinary proceedings against lien upon or security interest in any Collateral granted under this Deposit and Security Agreement. Agent against agrees to make such demands and give such notices under this Deposit and Security Agreement as may be requested by, and to take such action to enforce this Deposit and Security Agreement and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, Owner, PROVIDED, HOWEVER, that Agent shall not be required to take any action that is contrary to law or the terms of Agent’s principals, partners, shareholders, directors, officers or employees relating this Deposit and Security Agreement. Once a direction to take any license issued action has been given by Owner to any such person by a regulatory authority. Without limiting the foregoing, upon discovery by Company of any expiration, termination, or suspension of such license, Company shall terminate Agent, and Agent shall immediately provide subject to the Company a list of any beneficiaries enrolled by Agent after the expiration, termination or suspension of such license, so that each such beneficiary may be informed of his or her option to confirm enrollment or make a plan change. All state licensures and state license fees are the responsibility of Agent and/or Representatives and not the Company;
e. In coordination with FMO/NMA or General Agent, promote the Products and solicit and procure applications from interested and eligible beneficiaries using the Company’s designated marketing materials and application forms, including, without limitation, the collection of information designated by the Company and CMS to process enrollments and the transmission of enrollment information to the Company in a manner specified by the Company (for example, utilizing an Internet-based enrollment facility, via electronic file transmission or via facsimile transmission) and in compliance with standards and requirements that may be established by the Company;
f. Maintain proper records and accounts of all transactions pertaining to this Agreement; make such records and accounts available to the Company or its representatives during normal business hours upon seven (7) business days prior notice and turn such records over to the Company immediately upon termination of this Agreement, provided that Agent may retain copies of such records for its files;
g. Generally endeavor to promote the interests of the Company as contemplated by this Agreement; and conduct itself so as not to affect adversely the business or reputation of itself or the Company, and without limiting the foregoing, Agent agrees that it shall not intentionally disparage the Company or any of the Products, nor shall it act, nor neglect to act, in a manner that would injure or harm the reputation of the Company or the Products or the goodwill associated with the Company or the Products;
h. As applicable, inform all prospective Members how premium payments for the Products are to be made, as prescribed by the Company and consistent with CMS requirements and applicable state and federal laws;
i. As applicable, hold any check or monies received by Agent for or on behalf of the Company in a fiduciary capacity and keep such funds segregated from Agent’s assets, it being specifically agreed that any such funds shall be deposited to a trust account in a state or federal bank authorized to do business in the state where the deposit is made and insured by an appropriate federal insuring agency no later than one (1) business day after receipt of such funds, and shall be transmitted to the Company within five (5) business days; provided, that to the extent applicable laws and regulations provide for more stringent requirements relating to receipt, handling or transmission of funds, Agent shall comply with the more stringent requirements;
j. Timely pay to the Company all monies other directions which may be or become due to it by reason of advances or loans or overpayments to Agent or otherwise;
k. Follow and be governed, and take appropriate steps to require Representatives to follow and be governed, by the terms and conditions of this Agreement and by the policies, procedures, rules and regulations of the Company now or hereafter to become in force, which policies, procedures, rules and regulations shall constitute a part of this Agreement;
l. Use best efforts to keep Members enrolled in the Products by providing prompt service to Representatives and to Members;
m. Promptly report to the Company any complaints or inquiries of which it becomes aware (and the facts relevant thereto) to or from any governmental authority regarding Agent, any Representatives or the Company; and fully cooperate with, promptly respond to any requests for information from, and provide assistance to the Company and the Company’s designees, as reasonably requested by the Company, on any complaints or inquiries received relating to Agent, any Representatives or the Company;
n. Comply with and meet the performance requirements which the Company may establish given from time to time; it being acknowledged time by Owner, decisions regarding the manner in which any such action is to be implemented and agreed by Agent that failure to comply with and meet such performance requirements may result in termination of this Agreement by the Company;
o. Use only the individually identifiable writing number assigned to Agent by the Company on applicable documents;
p. Adhere to the Relationship Hierarchy Addendum incorporated herein by reference;
q. Comply conducted (with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein;
r. Comply exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by Agent, with the HIPAA Business Associate Addendum attached hereto as Exhibit C assistance and incorporated herein;
s. If authorized by upon the Company to promote and market any Products which are AARP brandedadvice of its counsel. Notwithstanding the provisions of the preceding sentence, comply with the Branded Products Addendum attached hereto as Exhibit D and incorporated herein;
t. Comply with any and all requests made by FMO/NMA decisions to settle, compromise or General Agent on behalf dismiss any legal proceeding, with or without prejudice, shall require the approval of the Company;
u. To the extent that Agent or its Representatives, directly or indirectly, have any arrangements with any subcontractors to perform any services in connection with this Agreement, ensure that any such subcontractors perform in compliance with the terms and conditions of this Agreement. If a subcontractor is performing services in a manner which is not in compliance with the terms and conditions of this Agreement, or upon the Company’s request, Agent shall terminate or require that its Representatives terminate any relationship with any such subcontractor;
v. To the extent Agent is owned or controlled by a licensed individual agent or agents who promote and market the Products to eligible beneficiaries, ensure that such individual or individuals comply with all of the requirements applicable to Agent as set forth in this Agreement and with Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, or;
w. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agencyOwner.
Appears in 1 contract
Duties of Agent. Agent shall:
a. Before promoting or marketing the Products and on an annual basis thereafter, attend all training required by the Company and be certified by the Company as having completed all training required by the Company, it being specifically acknowledged and agreed by Agent that no compensation shall be paid under this Agreement unless such training has been completed and such certification is received prior to the policy being written. Agent shall promote to each prospective Member only those Products for which the prospective Member is qualified to enroll and which Agent in good faith believes meets the needs of the prospective Member;
b. Upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in the state(s) covered by this Agreement;
c. Notify the Company, and upon recommendation of FMO/NMA or General Agent, be appointed by the Company with the applicable state regulatory agency before promoting and marketing the Products in any additional state(s) covered by this Agreement;
d. Hold and maintain in good standing, any license, certification or registration (collectively, “license”) required to perform Agent’s duties under this Agreement in each state where Agent promotes and markets the Products, and immediately notify the Company of (i) any expiration, termination, suspension, or other action affecting such license, and (ii) any disciplinary proceedings against Agent against any of Agent’s principals, partners, shareholders, directors, officers or employees relating to any license issued to any such person by a regulatory authority. Without limiting the foregoing, upon discovery by the Company of any expiration, termination, or suspension of such license, the Company shall terminate Agent, and Agent shall immediately provide to the Company a list of any beneficiaries enrolled by Agent after the expiration, termination or suspension of such license, so that each such beneficiary may be informed of his or her option to confirm enrollment or make a plan change. All state licensures and state license fees are the responsibility of Agent and/or Representatives and not the Company;
e. In coordination with FMO/NMA or General Agent, promote the Products and solicit and procure applications from interested and eligible beneficiaries using the Company’s designated marketing materials and application forms, including, without limitation, including the collection of information designated by the Company and CMS to process enrollments and the transmission of enrollment information to the Company in a manner specified by the Company (for example, utilizing an Internet-based enrollment facility, via electronic file transmission or via facsimile transmission) and in compliance with standards and requirements that may be established by the Company;
f. Maintain proper records and accounts of all transactions pertaining to this Agreement; make such records and accounts available to the Company or its representatives during normal business hours upon seven (7) business days Business Days prior notice and turn such records over to the Company immediately upon termination of this Agreement, provided that Agent may retain copies of such records for its filesitsfiles;
g. Generally endeavor to promote the interests of the Company as contemplated by this Agreement; and conduct itself so as not to affect adversely the business or reputation of itself or the Company, and without limiting the foregoing, Agent agrees that it shall not intentionally disparage the Company or any of the Products, nor shall it act, nor neglect to act, in a manner that would injure or harm the reputation of the Company or the Products or the goodwill associated with the Company or the Products;
h. As applicable, inform all prospective Members how premium payments for the Products are to be made, as prescribed by the Company and consistent with CMS requirements and applicable state and federal laws;
i. As applicable, hold any check or monies received by Agent for or on behalf of the Company in a fiduciary capacity and keep such funds segregated from Agent’s assets, it being specifically agreed that any such funds shall be deposited to a trust account in a state or federal bank authorized to do business in the state where the deposit is made and insured by an appropriate federal insuring agency no later than one (1) business day after receipt of such funds, and shall be transmitted to the Company within five (5) business days; provided, that to the extent applicable laws and regulations provide for more stringent requirements relating to receipt, handling or transmission of funds, Agent shall comply with the more stringent requirements;
j. Timely pay to the Company all monies which may be or become due to it by reason of advances or loans or overpayments to Agent or otherwise;
k. Follow and be governed, and take appropriate steps to require Representatives to follow and be governed, by the terms and conditions of this Agreement and by the policies, procedures, rules and regulations of the Company now or hereafter to become in force, which policies, procedures, rules and regulations shall constitute a part of this Agreement;
l. Use best efforts to keep Members enrolled in the Products by providing prompt service to Representatives and to Members;
m. Promptly report to the Company any complaints or inquiries of which it becomes aware (and the facts relevant thereto) to or from any governmental authority regarding Agent, any Representatives or the Company; and fully cooperate with, promptly respond to any requests for information from, and provide assistance to the Company and the Company’s designees, as reasonably requested by the Company, on any complaints or inquiries received relating to Agent, any Representatives or the Company;
n. Comply with and meet the performance requirements which the Company may establish from time to time; it being acknowledged and agreed by Agent that failure to comply with and meet such performance requirements may result in termination of this Agreement by the Company;
o. Use only the individually identifiable writing number assigned to Agent by the Company on applicable documents;
p. Adhere to the Relationship Hierarchy Addendum incorporated herein by reference;
q. Comply with the Medicare Regulatory Addendum attached hereto as Exhibit B and incorporated herein;
r. Comply with the HIPAA Business Associate Addendum attached hereto as Exhibit C and incorporated herein;
s. If authorized by the Company to promote and market any Products which are AARP branded, comply with the Branded Products Addendum attached hereto as Exhibit D and incorporated herein;
t. Comply with any and all requests made by FMO/NMA or General Agent on behalf of the Company;
u. To the extent that Agent or its Representatives, directly or indirectly, have any arrangements with any subcontractors to perform any services in connection with this Agreement, ensure that any such subcontractors perform in compliance with the terms and conditions of this Agreement. If a subcontractor is performing services in a manner which is not in compliance with the terms and conditions of this Agreement, or upon the Company’s request, Agent shall terminate or require that its Representatives terminate any relationship with any such subcontractor;
v. To the extent Agent is owned or controlled by a licensed individual agent or agents who promote and market the Products to eligible beneficiaries, ensure that such individual or individuals comply with all of the requirements applicable to Agent as set forth in this Agreement and with Company’s policies and procedures relating to promoting and marketing the Products to eligible beneficiaries, or;
w. Maintain and make available for inspection complete books and records of all transactions pertaining to this Agreement, as required by Medicare Laws and Regulations and as set forth in the Medicare Regulatory Addendum attached to this Agreement as Exhibit C and incorporated herein, and as may otherwise be required under state insurance laws and regulations or by any governmental entity or regulatory agency.
Appears in 1 contract
Samples: Agent Agreement
