Duties of the Parties. a. On behalf of Selling Firm and Licensed Personnel, Selling Firm agrees as follows: i. To transmit or submit, promptly upon receipt, all applications for Contracts directly to Company, all applications for Contracts solicited and premiums received on behalf of Company; ii. To comply with and ensure compliance by Licensed Personnel with all Company Rules and Applicable Laws, including Applicable Laws of each jurisdiction where Selling Firm and/or Licensed Personnel are authorized to solicit sales of the Contracts; iii. To ensure that Licensed Personnel do not offer or sell the Contracts until such individuals are associated, licensed, and duly registered with FINRA and any applicable state securities and insurance authorities; iv. To establish such rules and procedures as required to ensure diligent supervision of Licensed Personnel with regards to the offer or sale of the Contracts; v. In the event Licensed Personnel fails to observe the standards and rules imposed by Selling Firm and Company regarding the sales of the Contracts, to notify Company immediately that such Licensed Personnel is no longer authorized to sell the Contracts and to take whatever action is necessary to terminate the sales activities or services of such Licensed Personnel regarding the Contracts; vi. To be solely responsible for training and supervising Licensed Personnel regarding solicitation and sales of the Contracts; vii. To obtain written approval from a duly authorized officer of Company prior to the publication, broadcast or other dissemination of any material whatsoever regarding Company, the Contracts or any products offered by Company, unless such material has been furnished to Selling Firm by Company for such purpose; viii. To become fully informed as to the provisions and benefits of each Contract and to represent such products adequately and fairly to prospects; ix. To use best efforts to provide service to customers and to maintain in force any business in place with Protective; x. To cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed or sold under this Agreement; xi. To provide prompt notice and reasonable cooperation to Company in the event that any paper is served upon Selling Firm and/or Licensed Personnel in connection with any complaint or legal proceeding against or involving Company; xii. To submit all applications on forms authorized by Company and review all applications for completeness, and correctness; xiii. With respect to recommendations and advice involving Contracts sold or serviced by Selling Firm and/or Licensed Personnel, to comply with, and ensure that Licensed Personnel comply with, all standards and requirements for recommendations and/or advice as defined therein with respect to Contracts and/or transactions in connection therewith in effect as of the Effective Date or that may be adopted and/or amended by federal or state legislatures, federal or state regulators, and/or various self-regulatory organizations (“SROs”) after the Effective Date of this Agreement (“Other Standard of Care Initiatives”), commencing with the respective effective date of each such Other Standard of Care Initiative, and Section 8.c. of this Agreement, including without limitation compliance with all applicable training, disclosure, information collection, documentation, determination, supervision, supervision system, reporting, audit and surveillance requirements imposed by such Other Standard of Care Initiative; xiv. To deliver Contracts only in accordance with Company’s instructions as previously provided in writing to Selling Firm; xv. To keep accurate records on behalf of Protective and to make such records available for examination at any time by authorized representatives of Protective; and xvi. In the event that Company chooses, or is required, to return premium or make some other accommodation for a policy or contract owner on any policy or contract written on an application Selling Firm or Licensed Personnel placed with Company, Selling Firm agrees to return to Company any commission, service fee, and expense allowance payment Selling Firm received from Company with respect to that premium. This obligation to repay commission, service fees and expense allowance payments shall apply even if the applicant does not accept the premium refund. b. Company agrees as follows: i. Company shall make training about the Contracts available to Selling Firm and Licensed Personnel; ii. Company shall, subject to applicable regulatory requirements and approvals, make the Contracts available for sale by Selling Firm and Licensed Personnel, and shall provide standard Contract brochures, prospectuses, forms, and support material necessary in its sole discretion, to solicit and process sales of the Contracts; iii. Company or its affiliates shall provide all administrative, accounting, and policyholder services necessary in its sole discretion to support the Contracts; and iv. Company and its affiliates shall comply with all Applicable Laws related to the offer and sale of the Contracts.
Appears in 2 contracts
Samples: Broker Dealer Selling Agreement (Protective COLI VUL), Broker Dealer Selling Agreement (Protective COLI VUL)
Duties of the Parties. a. On Broker-Dealer and Agency, on their behalf and on behalf of Selling Firm and Licensed Personnel, Selling Firm agrees agree as follows:
i. : To transmit or submit, promptly upon receipt, all applications for Contracts directly to Company, all applications for Contracts solicited and annuity deposits or premiums received on behalf of Company;
ii. ; To comply with and ensure compliance by Licensed Personnel with all Company Rules and Applicable Laws, including Applicable Laws of each jurisdiction where Selling Firm Broker-Dealer, Agency, and/or Licensed Personnel are authorized to solicit sales of the Contracts;
iii. ; To ensure that Licensed Personnel do not offer or sell the Contracts until such individuals are associated, licensed, and duly registered with FINRA and any applicable state securities and insurance authorities;
iv. ; To establish such rules and procedures as required to ensure diligent supervision of Licensed Personnel with regards to the offer or sale of the Contracts;
v. ; In the event Licensed Personnel fails to observe the standards and rules imposed by Selling Firm and Company regarding the sales of the Contracts, to notify Company immediately that such Licensed Personnel is no longer authorized to sell the Contracts and to take whatever action is necessary to terminate the sales activities or services of such Licensed Personnel regarding the Contracts;
vi. ; To be solely responsible for training and supervising Licensed Personnel regarding solicitation and sales of the Contracts;
vii. ; To obtain written approval from a duly authorized officer of Company prior to the publication, broadcast or other dissemination of any material whatsoever regarding Company, the Contracts or any products offered by Company, unless such material has been furnished to Selling Firm Broker-Dealer and Agency by Company for such purpose;
viii. ; To become fully informed as to the provisions and benefits of each Contract and to represent such products adequately and fairly to prospects;
ix. ; To use best efforts to provide service to customers and to maintain in force any business in place with Protective;
x. ; To cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed or sold under this Agreement;
xi. ; To provide prompt notice and reasonable cooperation to Company in the event that any paper is served upon Selling Firm Broker-Dealer, Agency, and/or Licensed Personnel in connection with any complaint or legal proceeding against or involving Company;
xii. ; To submit all applications on forms authorized by Company and review all applications for completeness, correctness and correctness;
xiiisuitability; With respect to the recommendations, as defined in Amended Regulation 187, involving both new and in-force annuity products or life insurance products delivered or issued for delivery in the state of New York (each a “Transaction”), to comply with, and ensure that Licensed Personnel comply with, the requirements of First Amendment to New York Insurance Regulation 187, at 11 NYCRR 224.0 et seq., (“Amended Regulation 187”) applicable to Licensed Personnel acting as producers (as such term is defined in Amended Regulation 187), as set forth in Amended Regulation 187 and in Section 8.c. of this Agreement, including without limitation compliance with all applicable best interest, suitability, training, disclosure, information collection, documentation and determination requirements as in effect (1) as of the latter of the Effective Date or August 1, 2019 with respect to Contracts that are annuity contracts, (2) as of the latter of the Effective Date or February 1, 2020 with respect to Contracts that are life insurance policies, and (3) as of the effective date(s) of any subsequent amendments to Amended Regulation 187 that become effective after the Effective Date; With respect to recommendations and advice involving Contracts sold or serviced by Selling Firm Broker-Dealer and/or Licensed Personnel, to comply with, and ensure that Licensed Personnel comply with, all standards and requirements for recommendations and/or advice as defined therein with respect to Contracts and/or transactions in connection therewith in effect as of the Effective Date or that may be adopted and/or amended by federal or state legislatures, federal or state regulators, and/or various self-regulatory organizations (“SROs”) after the Effective Date of this Agreement (“Other Standard of Care Initiatives”), commencing with the respective effective date of each such Other Standard of Care Initiative, and Section 8.c. of this Agreement, including without limitation compliance with all applicable training, disclosure, information collection, documentation, determination, supervision, supervision system, reporting, audit and surveillance requirements imposed by such Other Standard of Care Initiative;
xiv. ; To deliver Contracts only in accordance with Company’s instructions as previously provided in writing to Selling Firm;
xv. Broker-Dealer and Agency; To keep accurate records on behalf of Protective and to make such records available for examination at any time by authorized representatives of Protective; and
xvi. In the event that Company chooses, or is required, to return premium or make some other accommodation for a policy or contract owner on any policy or contract written on an application Selling Firm or Licensed Personnel placed with Company, Selling Firm agrees to return to Company any commission, service fee, and expense allowance payment Selling Firm received from Company with respect to that premium. This obligation to repay commission, service fees and expense allowance payments shall apply even if the applicant does not accept the premium refund.
b. Company agrees as follows:
i. : Company shall make training about the Contracts available to Selling Firm Broker-Dealer, Agency, and Licensed Personnel;
ii. ; Company shall, subject to applicable regulatory requirements and approvals, make the Contracts available for sale by Selling Firm Broker-Dealer, Agency, and Licensed Personnel, and shall provide provide, if applicable, standard Contract brochures, prospectuses, forms, and support material necessary in its sole discretion, to solicit and process sales of the Contracts;
iii. ; Company or its affiliates shall provide all administrative, accounting, and policyholder services necessary in its sole discretion to support the Contracts; and
iv. and Company and its affiliates shall comply with all Applicable Laws related to the offer and sale of the Contracts. Pursuant to Amended Regulation 187, Company hereby delegates to Broker-Dealer the obligation to establish and maintain a system of supervision for recommendations of sales transactions (as such term is defined in Amended Regulation 187, herein “sales transactions”) by Licensed Personnel involving the Products, which shall include but not be limited to, standards and procedures for (1) the collection of a consumer’s suitability information with respect to sales transactions involving the Contracts; (2) the documentation and disclosure of the basis for any recommendation with respect to sales transactions involving the Contracts; and (3) the auditing and/or contemporaneous review of recommendations of sales transactions involving the Contracts to monitor Licensed Personnel’s compliance with the obligation to act in the best interest of consumers. To the extent that any Other Standard of Care Initiative that takes effect after the Effective Date imposes a supervision responsibility on Company and permits Company to delegate certain or all of its supervision obligations to a third party, Company hereby delegates to Broker-Dealer, to the fullest extent possible, all supervision responsibility for activities conducted by Broker-Dealer and Licensed Personnel with respect to the Registered Contracts, which shall include but not be limited to, establishing, maintaining, enforcing and auditing reasonable and appropriate written policies, procedures and controls to perform such obligations and responsibilities. Such delegation to take effect upon the effective date of such Other Standard of Care Initiative. Before the effective date, Company will send a communication to Broker-Dealer describing any limitations or restrictions on the delegation. Broker-Dealer shall be deemed to have accepted and agreed to such delegation if Broker-Dealer has not objected in writing within thirty (30) days after the date of such communication. Communications pursuant to this Section shall be governed by the notice provisions of the Agreement. Pursuant to Amended Regulation 187, Broker-Dealer hereby certifies, and shall hereafter annually certify in writing, the following or a substantially similar certification: “Broker-Dealer has established and maintains a system of supervision for recommendations of sales transactions involving both new and in-force Registered Contracts that are or were delivered or issued for delivery in the state of New York, and such system of supervision includes, but is not limited to, standards and procedures for: (i) the collection of a consumer’s suitability information with respect to sales transactions involving the Registered Contracts; (ii) the documentation and disclosure of the basis for any recommendation with respect to sales transactions involving the Registered Contracts; and (iii) the auditing and/or contemporaneous review of recommendations of sales transactions involving the Registered Contracts to monitor Licensed Personnel’s compliance with the obligation to act in the best interest of consumers.” It is understood and agreed by the parties that Company, at its election, may rely upon the written certification Broker-Dealer provides pursuant to this Section to satisfy Company’s supervision and audit obligations with respect to sales transactions that result from the exercise of contractual rights under the Registered Contracts. To the extent that Company delegates to Broker-Dealer pursuant to Section 8.c.ii. of this Agreement any of Company’s obligations and responsibilities under Other Standard of Care Initiatives that take effect after the Effective Date, Broker-Dealer shall provide certifications similar to those set forth in Section 8.c.iii. to Company upon Company’s request. Certifications provided pursuant to Sections 8.c.iii or 8.c.iv., shall be signed by an authorized senior officer or manager of Broker-Dealer with responsibility for overseeing the relevant sales practices and who has a reasonable basis on which to make the certification on Broker-Dealer’s behalf. Broker-Dealer shall cooperate with Company in connection with reasonable requests related to Company’s audits of supervision functions delegated to Broker-Dealer by Company under Amended Regulation 187 and/or Other Standard of Care Initiatives. Broker-Dealer shall maintain and make available upon reasonable request by Company any and all records relating to supervision functions delegated to Broker-Dealer under this Agreement. To the extent Broker-Dealer desires to utilize training other than Company-approved training to satisfy the training requirements of Amended Regulation 187, Broker-Dealer shall provide information about such other training to Company for consideration, and shall not implement such training without Company’s prior written approval, which shall not be unreasonably withheld. To the extent that Company is required to provide training or otherwise make training available to Licensed Personnel under any Other Standard of Care Initiative that takes effect after the Effective Date and Broker-Dealer desires to utilize training other than Company-approved training to satisfy such training requirement, Broker-Dealer shall provide information about such other training to Company for consideration, and shall not implement such training without Company’s prior written approval, which shall not be unreasonably withheld. Company may furnish Selling Firm with Confidential Information (as defined below), and Selling Firm may furnish Company with Confidential Information. Except as required in order to perform its obligations and duties under this Agreement, to perform joint marketing efforts with Company, or as required by law, (i) Selling Firm shall not use or disclose such Confidential Information received from Company, and (ii) Company shall not use or disclose such Confidential Information received from Selling Firm. Selling Firm and Company will each maintain and enforce safety and physical security procedures with respect to its access and maintenance of nonpublic personal information (“NPI”) of customers or potential customers that provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access. NPI includes, but is not limited to, names, addresses, account balances, account numbers, account activity, social security numbers, taxpayer identification numbers, and financial and health information. NPI includes information on each party’s forms or in a database of any kind, information created by each party, and information collected on behalf of a party or by a party. Each party will notify the other party of any breach of security and use diligent efforts to remedy any breach of security or unauthorized access in a timely manner. Selling Firm and Company each agrees to cooperate with the other party’s efforts to remedy any breach of security or unauthorized access.
Appears in 1 contract
Samples: Selling Agreement for Ria Platform (PLAIC Variable Annuity Account S)
Duties of the Parties. a. On behalf of Selling Firm and Licensed Personnel, Selling Firm agrees as follows:
i. : To transmit or submit, promptly upon receipt, all applications for Contracts directly to Company, all applications for Contracts solicited and annuity deposits or premiums received on behalf of Company;
ii. ; To comply with and ensure compliance by Licensed Personnel with all Company Rules and Applicable Laws, including Applicable Laws of each jurisdiction where Selling Firm and/or Licensed Personnel are authorized to solicit sales of the Contracts;
iii. ; To ensure that Licensed Personnel do not offer or sell the Contracts until such individuals are associated, licensed, and duly registered with FINRA and any applicable state securities and insurance authorities;
iv. ; To establish such rules and procedures as required to ensure diligent supervision of Licensed Personnel with regards to the offer or sale of the Contracts;
v. ; In the event Licensed Personnel fails to observe the standards and rules imposed by Selling Firm and Company regarding the sales of the Contracts, to notify Company immediately that such Licensed Personnel is no longer authorized to sell the Contracts and to take whatever action is necessary to terminate the sales activities or services of such Licensed Personnel regarding the Contracts;
vi. ; To be solely responsible for training and supervising Licensed Personnel regarding solicitation and sales of the Contracts;
vii. ; To obtain written approval from a duly authorized officer of Company prior to the publication, broadcast or other dissemination of any material whatsoever regarding Company, the Contracts or any products offered by Company, unless such material has been furnished to Selling Firm by Company for such purpose;
viii. ; To become fully informed as to the provisions and benefits of each Contract and to represent such products adequately and fairly to prospects;
ix. ; To use best efforts to provide service to customers and to maintain in force any business in place with Protective;
x. ; To cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed or sold under this Agreement;
xi. ; To provide prompt notice and reasonable cooperation to Company in the event that any paper is served upon Selling Firm and/or Licensed Personnel in connection with any complaint or legal proceeding against or involving Company;
xii. ; To submit all applications on forms authorized by Company and review all applications for completeness, correctness and correctness;
xiiisuitability; With respect to the recommendations to purchase, replace or exchange an annuity product (each an “Annuity Transaction”), Protective delegates to Selling Firm responsibility for establishing and maintaining a system of training and supervision so as to ensure Selling Firm and all Licensed Personnel submit to Protective only those Annuity Transactions Selling Firm has reasonable grounds for believing are suitable. To that end, Selling Firm agrees to comply with FINRA requirements pertaining to suitability and supervision of Annuity Transactions and with all applicable state and federal suitability laws and regulations. Selling Firm will also (1) ensure that annually, or upon request from Protective, Selling Firm’s senior manager who has responsibility for the suitability process and who has a reasonable basis for certification provides a written certification that Selling Firm is complying with its suitability process and that such process complies with FINRA’s Conduct Rules regarding suitability; (2) maintain records of information used in making Annuity Transaction recommendations (including information obtained from customers) sufficient to demonstrate reasonable grounds for believing the Annuity Transaction is suitable and as may be required by FINRA or applicable law; and (3) cooperate with Protective’s efforts to monitor Selling Firm’s performance under this paragraph (including, but not limited to, Protective’s requests to audit or inspect Selling Firm’s records, interview Licensed Personnel and employees, or other reasonable monitoring efforts that the Protective may deem necessary or appropriate); With respect to recommendations and advice involving Contracts sold or serviced by Selling Firm and/or Licensed Personnel, to comply with, and ensure that Licensed Personnel comply with, all standards and requirements for recommendations and/or advice as defined therein with respect to Contracts and/or transactions in connection therewith in effect as of the Effective Date or that may be adopted and/or amended by federal or state legislatures, federal or state regulators, and/or various self-regulatory organizations (“SROs”) after the Effective Date of this Agreement (“Other Standard of Care Initiatives”), commencing with the respective effective date of each such Other Standard of Care Initiative, and Section 8.c. of this Agreement, including without limitation compliance with all applicable training, disclosure, information collection, documentation, determination, supervision, supervision system, reporting, audit and surveillance requirements imposed by such Other Standard of Care Initiative;
xiv. ; To deliver Contracts only in accordance with Company’s instructions as previously provided in writing to Selling Firm;
xv. ; To keep accurate records on behalf of Protective and to make such records available for examination at any time by authorized representatives of Protective; and
xvi. and In the event that Company chooses, or is required, to return any annuity deposit or premium or make some other accommodation for a policy or contract owner on any policy or contract written on an application Selling Firm or Licensed Personnel placed with Company, Selling Firm agrees to return to Company any commission, service fee, and expense allowance payment Selling Firm received from Company with respect to that annuity deposit or premium. This obligation to repay commission, service fees and expense allowance payments shall apply even if the applicant does not accept the annuity deposit or premium refund.
b. . Company agrees as follows:
i. : Company shall make training about the Contracts available to Selling Firm and Licensed Personnel;
ii. ; Company shall, subject to applicable regulatory requirements and approvals, make the Contracts available for sale by Selling Firm and Licensed Personnel, and shall provide standard Contract brochures, prospectuses, forms, and support material necessary in its sole discretion, to solicit and process sales of the Contracts;
iii. ; Company or its affiliates shall provide all administrative, accounting, and policyholder services necessary in its sole discretion to support the Contracts; and
iv. and Company and its affiliates shall comply with all Applicable Laws related to the offer and sale of the Contracts.
Appears in 1 contract
Samples: Broker Dealer Selling Agreement (PLICO Variable Annuity Account S)
Duties of the Parties. a. On behalf of Selling Firm and Licensed Personnel, Selling Firm agrees as follows:
i. : To transmit or submit, promptly upon receipt, all applications for Contracts directly to Company, all applications for Contracts solicited and annuity deposits or premiums received on behalf of Company;
ii. ; To comply with and ensure compliance by Licensed Personnel with all Company Rules and Applicable Laws, including Applicable Laws of each jurisdiction where Selling Firm and/or Licensed Personnel are authorized to solicit sales of the Contracts;
iii. ; To ensure that Licensed Personnel do not offer or sell the Contracts until such individuals are associated, licensed, and duly registered with FINRA and any applicable state securities and insurance authorities;
iv. ; To establish such rules and procedures as required to ensure diligent supervision of Licensed Personnel with regards to the offer or sale of the Contracts;
v. ; In the event Licensed Personnel fails to observe the standards and rules imposed by Selling Firm and Company regarding the sales of the Contracts, to notify Company immediately that such Licensed Personnel is no longer authorized to sell the Contracts and to take whatever action is necessary to terminate the sales activities or services of such Licensed Personnel regarding the Contracts;
vi. ; To be solely responsible for training and supervising Licensed Personnel regarding solicitation and sales of the Contracts;
vii. ; To obtain written approval from a duly authorized officer of Company prior to the publication, broadcast or other dissemination of any material whatsoever regarding Company, the Contracts or any products offered by Company, unless such material has been furnished to Selling Firm by Company for such purpose;
viii. ; To become fully informed as to the provisions and benefits of each Contract and to represent such products adequately and fairly to prospects;
ix. ; To use best efforts to provide service to customers and to maintain in force any business in place with Protective;
x. ; To cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed or sold under this Agreement;
xi. ; To provide prompt notice and reasonable cooperation to Company in the event that any paper is served upon Selling Firm and/or Licensed Personnel in connection with any complaint or legal proceeding against or involving Company;
xii. ; To submit all applications on forms authorized by Company and review all applications for completenesscompleteness and correctness; With respect to the recommendations, as defined in Amended Regulation 187, involving both new and in-force annuity products or life insurance products delivered or issued for delivery in the state of New York (each a “Transaction”), to comply with, and correctness;
xiiiensure that Licensed Personnel comply with, the requirements of First Amendment to New York Insurance Regulation 187, at 11 NYCRR 224.0 et seq., (“Amended Regulation 187”) applicable to Licensed Personnel acting as producers (as such term is defined in Amended Regulation 187), as set forth in Amended Regulation 187 and in Section 8.c. of this Agreement, including without limitation compliance with all applicable best interest, suitability, training, disclosure, information collection, documentation and determination requirements as in effect (1) as of the latter of the Effective Date or August 1, 2019 with respect to Contracts that are annuity contracts, (2) as of the latter of the Effective Date or February 1, 2020 with respect to Contracts that are life insurance policies, and (3) as of the effective date(s) of any subsequent amendments to Amended Regulation 187 that become effective after the Effective Date; With respect to recommendations and advice involving Contracts sold or serviced by Selling Firm and/or Licensed Personnel, to comply with, and ensure that Licensed Personnel comply with, all standards and requirements for recommendations and/or advice as defined therein with respect to Contracts and/or transactions in connection therewith in effect as of the Effective Date or that may be adopted and/or amended by federal or state legislatures, federal or state regulators, and/or various self-regulatory organizations (“SROs”) after the Effective Date of this Agreement (“Other Standard of Care Initiatives”), commencing with the respective effective date of each such Other Standard of Care Initiative, and Section 8.c. of this Agreement, including without limitation compliance with all applicable training, disclosure, information collection, documentation, determination, supervision, supervision system, reporting, audit and surveillance requirements imposed by such Other Standard of Care Initiative;
xiv. ; To deliver Contracts only in accordance with Company’s instructions as previously provided in writing to Selling Firm;
xv. ; To keep accurate records on behalf of Protective and to make such records available for examination at any time by authorized representatives of Protective; and
xvi. and In the event that Company chooses, or is required, to return any annuity deposit or premium or make some other accommodation for a policy or contract owner on any policy or contract written on an application Selling Firm or Licensed Personnel placed with Company, Selling Firm agrees to return to Company any commission, service fee, and expense allowance payment Selling Firm received from Company with respect to that annuity deposit or premium. This obligation to repay commission, service fees and expense allowance payments shall apply even if the applicant does not accept the annuity deposit or premium refund.
b. . Company agrees as follows:
i. : Company shall make training about the Contracts available to Selling Firm and Licensed Personnel;
ii. ; Company shall, subject to applicable regulatory requirements and approvals, make the Contracts available for sale by Selling Firm and Licensed Personnel, and shall provide standard Contract brochures, prospectuses, forms, and support material necessary in its sole discretion, to solicit and process sales of the Contracts;
iii. ; Company or its affiliates shall provide all administrative, accounting, and policyholder services necessary in its sole discretion to support the Contracts; and
iv. and Company and its affiliates shall comply with all Applicable Laws related to the offer and sale of the Contracts. Pursuant to Amended Regulation 187, Company hereby delegates to Selling Firm the obligation to establish and maintain a system of supervision for recommendations of sales transactions (as such term is defined in Amended Regulation 187, herein “sales transactions”) by Licensed Personnel involving the Products, which shall include but not be limited to, standards and procedures for (1) the collection of a consumer’s suitability information with respect to sales transactions involving the Contracts; (2) the documentation and disclosure of the basis for any recommendation with respect to sales transactions involving the Contracts; and (3) the auditing and/or contemporaneous review of recommendations of sales transactions involving the Contracts to monitor Licensed Personnel’s compliance with the obligation to act in the best interest of consumers. To the extent that any Other Standard of Care Initiative that takes effect after the Effective Date imposes a supervision responsibility on Company and permits Company to delegate certain or all of its supervision obligations to a third party, Company hereby delegates to Selling Firm, to the fullest extent possible, all supervision responsibility for activities conducted by Selling Firm and Licensed Personnel with respect to the Contracts, which shall include but not be limited to, establishing, maintaining, enforcing and auditing reasonable and appropriate written policies, procedures and controls to perform such obligations and responsibilities. Such delegation to take effect upon the effective date of such Other Standard of Care Initiative. Before the effective date, Company will send a communication to Selling Firm describing any limitations or restrictions on the delegation. Selling Firm shall be deemed to have accepted and agreed to such delegation if Selling Firm has not objected in writing within thirty (30) days after the date of such communication. Communications pursuant to this Section shall be governed by the notice provisions of the Agreement. Pursuant to Amended Regulation 187, Selling Firm hereby certifies, and shall hereafter annually certify in writing, the following or a substantially similar certification: “Selling Firm has established and maintains a system of supervision for recommendations of sales transactions involving both new and in-force Contracts that are or were delivered or issued for delivery in the state of New York and such system of supervision includes, but is not limited to, standards and procedures for: (i) the collection of a consumer’s suitability information with respect to sales transactions involving the Contracts; (ii) the documentation and disclosure of the basis for any recommendation with respect to sales transactions involving the Contracts; and (iii) the auditing and/or contemporaneous review of recommendations of sales transactions involving the Contracts to monitor Licensed Personnel’s compliance with the obligation to act in the best interest of consumers.” It is understood and agreed by the parties that Company, at its election, may rely upon the written certification Selling Firm provides pursuant to this Section to satisfy Company’s supervision and audit obligations with respect to sales transactions that result from the exercise of contractual rights under the Contracts. To the extent that Company delegates to Selling Firm pursuant to Section 8.c.ii. of this Agreement any of Company’s obligations and responsibilities under Other Standard of Care Initiatives that take effect after the Effective Date, Selling Firm shall provide certifications similar to those set forth in Section 8.c.iii. to Company upon Company’s request. Certifications provided pursuant to Sections 8.c.iii or 8.c.iv. shall be signed by an authorized senior officer or manager of Selling Firm with responsibility for overseeing the relevant sales practices and who has a reasonable basis on which to make the certification on Selling Firm’s behalf. Selling Firm shall cooperate with Company in connection with reasonable requests related to Company’s audits of supervision functions delegated to Selling Firm by Company under Amended Regulation 187 and/or Other Standard of Care Initiatives. Selling Firm shall maintain and make available upon reasonable request by Company any and all records relating to supervision functions delegated to Selling Firm under this Agreement. To the extent Selling Firm desires to utilize training other than Company-approved training to satisfy the training requirements of Amended Regulation 187, Selling Firm shall provide information about such other training to Company for consideration, and shall not implement such training without Company’s prior written approval, which shall not be unreasonably withheld. To the extent that Company is required to provide training or otherwise make training available to Licensed Personnel under any Other Standard of Care Initiative that takes effect after the Effective Date and Selling Firm desires to utilize training other than Company-approved training to satisfy such training requirement, Selling Firm shall provide information about such other training to Company for consideration, and shall not implement such training without Company’s prior written approval, which shall not be unreasonably withheld. Company may furnish Selling Firm with Confidential Information (as defined below), and Selling Firm may furnish Company with Confidential Information. Except as required in order to perform its obligations and duties under this Agreement, to perform joint marketing efforts with Company, or as required by law, (i) Selling Firm shall not use or disclose such Confidential Information received from Company, and (ii) Company shall not use or disclose such Confidential Information received from Selling Firm. Selling Firm and Company will each maintain and enforce safety and physical security procedures with respect to its access and maintenance of nonpublic personal information (“NPI”) of customers or potential customers that provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access. NPI includes, but is not limited to, names, addresses, account balances, account numbers, account activity, social security numbers, taxpayer identification numbers, and financial and health information. NPI includes information on each party’s forms or in a database of any kind, information created by each party, and information collected on behalf of a party or by a party. Each party will notify the other party of any breach of security and use diligent efforts to remedy any breach of security or unauthorized access in a timely manner. Selling Firm and Company each agrees to cooperate with the other party’s efforts to remedy any breach of security or unauthorized access.
Appears in 1 contract
Samples: Broker Dealer Selling Agreement (PLAIC Variable Annuity Account S)
Duties of the Parties. a. On behalf of Selling Firm and Licensed Personnel, Selling Firm agrees as follows:
i. : To transmit or submit, promptly upon receipt, all applications for Contracts directly to Company, all applications for Contracts solicited and premiums received on behalf of Company;
ii. ; To comply with and ensure compliance by Licensed Personnel with all Company Rules and Applicable Laws, including Applicable Laws of each jurisdiction where Selling Firm and/or Licensed Personnel are authorized to solicit sales of the Contracts;
iii. ; To ensure that Licensed Personnel do not offer or sell the Contracts until such individuals are associated, licensed, and duly registered with FINRA and any applicable state securities and insurance authorities;
iv. ; To establish such rules and procedures as required to ensure diligent supervision of Licensed Personnel with regards to the offer or sale of the Contracts;
v. ; In the event Licensed Personnel fails to observe the standards and rules imposed by Selling Firm and Company regarding the sales of the Contracts, to notify Company immediately that such Licensed Personnel is no longer authorized to sell the Contracts and to take whatever action is necessary to terminate the sales activities or services of such Licensed Personnel regarding the Contracts;
vi. ; To be solely responsible for training and supervising Licensed Personnel regarding solicitation and sales of the Contracts;
vii. ; To obtain written approval from a duly authorized officer of Company prior to the publication, broadcast or other dissemination of any material whatsoever regarding Company, the Contracts or any products offered by Company, unless such material has been furnished to Selling Firm by Company for such purpose;
viii. ; To become fully informed as to the provisions and benefits of each Contract and to represent such products adequately and fairly to prospects;
ix. ; To use best efforts to provide service to customers and to maintain in force any business in place with Protective;
x. ; To cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed or sold under this Agreement;
xi. ; To provide prompt notice and reasonable cooperation to Company in the event that any paper is served upon Selling Firm and/or Licensed Personnel in connection with any complaint or legal proceeding against or involving Company;
xii. ; To submit all applications on forms authorized by Company and review all applications for completeness, and correctness;
xiii. ; With respect to recommendations and advice involving Contracts sold or serviced by Selling Firm and/or Licensed Personnel, to comply with, and ensure that Licensed Personnel comply with, all standards and requirements for recommendations and/or advice as defined therein with respect to Contracts and/or transactions in connection therewith in effect as of the Effective Date or that may be adopted and/or amended by federal or state legislatures, federal or state regulators, and/or various self-regulatory organizations (“SROs”) after the Effective Date of this Agreement (“Other Standard of Care Initiatives”), commencing with the respective effective date of each such Other Standard of Care Initiative, and Section 8.c. of this Agreement, including without limitation compliance with all applicable training, disclosure, information collection, documentation, determination, supervision, supervision system, reporting, audit and surveillance requirements imposed by such Other Standard of Care Initiative;
xiv. ; To deliver Contracts only in accordance with Company’s instructions as previously provided in writing to Selling Firm;
xv. ; To keep accurate records on behalf of Protective and to make such records available for examination at any time by authorized representatives of Protective; and
xvi. and In the event that Company chooses, or is required, to return premium or make some other accommodation for a policy or contract owner on any policy or contract written on an application Selling Firm or Licensed Personnel placed with Company, Selling Firm agrees to return to Company any commission, service fee, and expense allowance payment Selling Firm received from Company with respect to that premium. This obligation to repay commission, service fees and expense allowance payments shall apply even if the applicant does not accept the premium refund.
b. . Company agrees as follows:
i. : Company shall make training about the Contracts available to Selling Firm and Licensed Personnel;
ii. ; Company shall, subject to applicable regulatory requirements and approvals, make the Contracts available for sale by Selling Firm and Licensed Personnel, and shall provide standard Contract brochures, prospectuses, forms, and support material necessary in its sole discretion, to solicit and process sales of the Contracts;
iii. ; Company or its affiliates shall provide all administrative, accounting, and policyholder services necessary in its sole discretion to support the Contracts; and
iv. and Company and its affiliates shall comply with all Applicable Laws related to the offer and sale of the Contracts.
Appears in 1 contract
Samples: Broker Dealer Selling Agreement (Protective NY COLI VUL)
Duties of the Parties. a. On Broker-Dealer and Agency, on their behalf and on behalf of Selling Firm and Licensed Personnel, Selling Firm agrees agree as follows:
i. : To transmit or submit, promptly upon receipt, all applications for Contracts directly to Company, all applications for Contracts solicited and annuity deposits or premiums received on behalf of Company;
ii. ; To comply with and ensure compliance by Licensed Personnel with all Company Rules and Applicable Laws, including Applicable Laws of each jurisdiction where Selling Firm Broker-Dealer, Agency, and/or Licensed Personnel are authorized to solicit sales of the Contracts;
iii. ; To ensure that Licensed Personnel do not offer or sell the Contracts until such individuals are associated, licensed, and duly registered with FINRA and any applicable state securities and insurance authorities;
iv. ; To establish such rules and procedures as required to ensure diligent supervision of Licensed Personnel with regards to the offer or sale of the Contracts;
v. ; In the event Licensed Personnel fails to observe the standards and rules imposed by Selling Firm and Company regarding the sales of the Contracts, to notify Company immediately that such Licensed Personnel is no longer authorized to sell the Contracts and to take whatever action is necessary to terminate the sales activities or services of such Licensed Personnel regarding the Contracts;
vi. ; To be solely responsible for training and supervising Licensed Personnel regarding solicitation and sales of the Contracts;
vii. ; To obtain written approval from a duly authorized officer of Company prior to the publication, broadcast or other dissemination of any material whatsoever regarding Company, the Contracts or any products offered by Company, unless such material has been furnished to Selling Firm Broker-Dealer and Agency by Company for such purpose;
viii. ; To become fully informed as to the provisions and benefits of each Contract and to represent such products adequately and fairly to prospects;
ix. ; To use best efforts to provide service to customers and to maintain in force any business in place with Protective;
x. ; To cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed or sold under this Agreement;
xi. ; To provide prompt notice and reasonable cooperation to Company in the event that any paper is served upon Selling Firm Broker-Dealer, Agency, and/or Licensed Personnel in connection with any complaint or legal proceeding against or involving Company;
xii. ; To submit all applications on forms authorized by Company and review all applications for completeness, correctness and correctness;
xiiisuitability; With respect to the recommendations to purchase, replace or exchange an annuity product that is a Contract (each an “Annuity Transaction”), Protective delegates to Broker-Dealer responsibility for establishing and maintaining a system of training and supervision so as to ensure Broker-Dealer and all Licensed Personnel submit to Protective only those Annuity Transactions Broker-Dealer has reasonable grounds for believing are suitable. To that end, Broker-Dealer agrees to comply with FINRA requirements pertaining to suitability and supervision of Annuity Transactions and with all applicable state and federal suitability laws and regulations. Broker-Dealer will also (1) ensure that annually, or upon request from Protective, Broker-Dealer’s senior manager who has responsibility for its suitability process and who has a reasonable basis for certification provides a written certification that Broker-Dealer is complying with its suitability process and that such process complies with FINRA’s Conduct Rules regarding suitability; (2) maintain records of information used in making Annuity Transaction recommendations (including information obtained from customers) sufficient to demonstrate reasonable grounds for believing the Annuity Transaction is suitable and as may be required by FINRA or applicable law; and (3) cooperate with Protective’s efforts to monitor Broker-Dealer’s performance under this paragraph (including, but not limited to, Protective’s requests to audit or inspect its records, interview Licensed Personnel and employees, or other reasonable monitoring efforts that the Protective may deem necessary or appropriate); With respect to recommendations and advice involving Contracts sold or serviced by Selling Firm Broker-Dealer and/or Licensed Personnel, to comply with, and ensure that Licensed Personnel comply with, all standards and requirements for recommendations and/or advice as defined therein with respect to Contracts and/or transactions in connection therewith in effect as of the Effective Date or that may be adopted and/or amended by federal or state legislatures, federal or state regulators, and/or various self-regulatory organizations (“SROs”) after the Effective Date of this Agreement (“Other Standard of Care Initiatives”), commencing with the respective effective date of each such Other Standard of Care Initiative, and Section 8.c. of this Agreement, including without limitation compliance with all applicable training, disclosure, information collection, documentation, determination, supervision, supervision system, reporting, audit and surveillance requirements imposed by such Other Standard of Care Initiative;
xiv. ; To deliver Contracts only in accordance with Company’s instructions as previously provided in writing to Selling Firm;
xv. Broker-Dealer and Agency; To keep accurate records on behalf of Protective and to make such records available for examination at any time by authorized representatives of Protective; and
xvi. In the event that Company chooses, or is required, to return premium or make some other accommodation for a policy or contract owner on any policy or contract written on an application Selling Firm or Licensed Personnel placed with Company, Selling Firm agrees to return to Company any commission, service fee, and expense allowance payment Selling Firm received from Company with respect to that premium. This obligation to repay commission, service fees and expense allowance payments shall apply even if the applicant does not accept the premium refund.
b. Company agrees as follows:
i. : Company shall make training about the Contracts available to Selling Firm Broker-Dealer, Agency, and Licensed Personnel;
ii. ; Company shall, subject to applicable regulatory requirements and approvals, make the Contracts available for sale by Selling Firm Broker-Dealer, Agency, and Licensed Personnel, and shall provide provide, if applicable, standard Contract brochures, prospectuses, forms, and support material necessary in its sole discretion, to solicit and process sales of the Contracts;
iii. ; Company or its affiliates shall provide all administrative, accounting, and policyholder services necessary in its sole discretion to support the Contracts; and
iv. and Company and its affiliates shall comply with all Applicable Laws related to the offer and sale of the Contracts.
Appears in 1 contract
Samples: Selling Agreement for Ria Platform (PLICO Variable Annuity Account S)
