Common use of Exclusive Appointment Clause in Contracts

Exclusive Appointment. (a) AGNY, as the issuer of the Contracts, and AGSI, as the principal underwriter of the Contracts, hereby appoint DISTRIBUTOR (including any VKAC Associated Agency) the exclusive distributor, during the term of this Agreement, for the marketing and distribution of the Contracts. (b) The foregoing appointment shall be limited to those states and other jurisdictions in which the Contracts may lawfully be offered and sold and in which DISTRIBUTOR and any Associated Agency (as defined below) are properly licensed as provided in Section 2.5 below, registered or otherwise qualified to offer and sell the Contracts under the applicable federal securities laws and the applicable insurance and other laws and regulations of each such state or other jurisdiction. AGNY shall periodically provide DISTRIBUTOR with notice pursuant to Section 14 hereof of all states and other jurisdictions in which the Contracts may lawfully be offered and sold. (c) As exclusive distributor for the Contracts, DISTRIBUTOR shall: (i) assist in servicing the Contracts by, in its sole discretion, either (A) communicating, as appropriate, with Contract owners, annuitants, beneficiaries, and participants (collectively, "Contract owners") regarding such matters as the exercise of rights and privileges available to them under the terms of the Contracts or offered to them by AGNY; or by (B) referring Contract owners to AGNY as appropriate; and (ii) enter into agreements ("selling group agreements") with other persons ("Selling Group Members"), pursuant to which such Selling Group Members will offer, sell, and service Contracts in those states and other jurisdictions where they and their Associated Agencies (as defined below) are properly licensed, registered or otherwise qualified to offer and sell the Contracts under the applicable insurance and other laws of each such state or other jurisdiction. (d) DISTRIBUTOR hereby expressly acknowledges and consents to the offer, sale, and servicing of Contracts directly by AGSI and AGSI's own Sales Persons (as defined below). The Parties hereby agree to enter into a selling group agreement in order to support such activity. This Agreement does not limit the rights of AGNY or AGSI to offer or sell insurance contracts, including, without limitation, variable annuity contracts and variable life insurance policies, other than the Contracts. In addition, DISTRIBUTOR authorizes AGSI to enter into agreements to sell the Contracts with persons who are qualified to sell as described in Section 2.3. DISTRIBUTOR shall bear no responsibility or liability for any activity related to sales under such agreements, and in this regard shall be held harmless by AGNY and AGSI. AGSI shall receive DISTRIBUTOR's specific written consent before entering into any such agreement, which consent, if not withheld by DISTRIBUTOR, shall be provided within ten calendar days after AGSI has given notice of its intent to enter into the agreement. Notwithstanding the foregoing, DISTRIBUTOR, in its sole discretion, may refuse to consent to the appointment of any Selling Group Member or any Sales Person (as defined below), or may require revocation of such appointment for any reason. DISTRIBUTOR shall consult with AGNY prior to refusing to consent to an appointment or renewal of an appointment, or requiring a revocation, as to the reasons for such decision. DISTRIBUTOR shall not incur any obligation to compensate or reimburse any expenses of AGNY or AGSI as a result of any such refusal to approve the appointment of any Selling Group Member or Sales Person for which AGSI seeks approval.

Exclusive Appointment. (a) AGNYAGL, as the issuer of the Contracts, and AGSI, as the principal underwriter of the Contracts, hereby appoint DISTRIBUTOR (including any VKAC Associated Agency) the exclusive distributor, during the term of this Agreement, for the marketing and distribution of the Contracts. (b) The foregoing appointment shall be limited to those states and other jurisdictions in which the Contracts may lawfully be offered and sold and in which DISTRIBUTOR and any Associated Agency (as defined below) are properly licensed as provided in Section 2.5 below, registered or otherwise qualified to offer and sell the Contracts under the applicable federal securities laws and the applicable insurance and other laws and regulations of each such state or other jurisdiction. AGNY AGL shall periodically provide DISTRIBUTOR with notice pursuant to Section 14 hereof of all states and other jurisdictions in which the Contracts may lawfully be offered and sold. (c) As exclusive distributor for the Contracts, DISTRIBUTOR shall: (i) assist in servicing the Contracts by, in its sole discretion, either (A) communicating, as appropriate, with Contract owners, annuitants, beneficiaries, and participants (collectively, "Contract owners") regarding such matters as the exercise of rights and privileges available to them under the terms of the Contracts or offered to them by AGNYAGL; or by (B) referring Contract owners to AGNY AGL as appropriate; and (ii) enter into agreements ("selling group agreements") with other persons ("Selling Group Members"), pursuant to which such Selling Group Members will offer, sell, and service Contracts in those states and other jurisdictions where they and their Associated Agencies (as defined below) are properly licensed, registered or otherwise qualified to offer and sell the Contracts under the applicable insurance and other laws of each such state or other jurisdiction. (d) DISTRIBUTOR hereby expressly acknowledges and consents to the offer, sale, and servicing of Contracts directly by AGSI and AGSI's own Sales Persons (as defined below). The Parties hereby agree to enter into a selling group agreement in order to support such activity. This Agreement does not limit the rights of AGNY AGL or AGSI to offer or sell insurance contracts, including, without limitation, variable annuity contracts and variable life insurance policies, other than the Contracts. In addition, DISTRIBUTOR authorizes AGSI to enter into agreements to sell the Contracts with persons who are qualified to sell as described in Section 2.3. DISTRIBUTOR shall bear no responsibility or liability for any activity related to sales under such agreements, and in this regard shall be held harmless by AGNY AGL and AGSI. AGSI shall receive DISTRIBUTOR's specific written consent before entering into any such agreement, which consent, if not withheld by DISTRIBUTOR, shall be provided within ten calendar days after AGSI has given notice of its intent to enter into the agreement. Notwithstanding the foregoing, DISTRIBUTOR, in its sole discretion, may refuse to consent to the appointment of any Selling Group Member or any Sales Person (as defined below), or may require revocation of such appointment for any reason. DISTRIBUTOR shall consult with AGNY AGL prior to refusing to consent to an appointment or renewal of an appointment, or requiring a revocation, as to the reasons for such decision. DISTRIBUTOR shall not incur any obligation to compensate or reimburse any expenses of AGNY AGL or AGSI as a result of any such refusal to approve the appointment of any Selling Group Member or Sales Person for which AGSI seeks approval.

Exclusive Appointment. (a) AGNY, The Company appoints the Distributor as the issuer exclusive distributor for the sale of its products at wholesale within the Territory of: the Mexican United States and all the countries of Central and South America (hereinafter "Territory). The Territory so described, and as may be subsequently enlarged, reduced, or otherwise changed in area with the mutual consent of the Contractsparties hereto, is hereinafter sometimes referred to a the "Territory." (b) During the life of this Agreement, the Company must not sell the products directly or indirectly and shall not appoint any other or different person, firm, or corporation to sell the same products in the Territory. The parties agree that within a term of thirty (30) calendar days starting from the date of this Agreement, the Company must terminate any other Agreement executed prior to this date for the distribution of its products within the Territory. (c) Given the above-mentioned, the parties agree that any sale operation verified in the Territory, shall be considered as a Distributor's sale, and AGSIshall give the later the right to ask for the corresponding compensation in the terms and conditions provided herein. (d) Any new products that are development and marketed by Company, Distributor will be given a forty-five (45) calendar days first right of refusal to distribute within the Territory as agreed upon. (e) Distributor warrants to Company that it does not currently represent or promote any lines or products that compete with the principal underwriter of the Contracts, hereby appoint DISTRIBUTOR (including any VKAC Associated Agency) the exclusive distributor, during products. During the term of this Agreement, for Distributor shall not, without Company's prior written consent, represent, promote or otherwise try to sell within the marketing and distribution of Territory any lines or products that, in Company's judgment, compete with the Contractsproducts covered by this Agreement. (bf) The foregoing appointment parties acknowledge and agree that the relationship of Company and Distributor established by this Agreement is that of independent contractors, not an agency relationship and nothing contained in this Agreement shall be limited construed to those states (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Distributor to create or assume any obligation on behalf of Company for any purpose whatsoever. All financial obligations associated with Distributor's business are the sole responsibility of Distributor. All sales and other jurisdictions in which agreements between Distributor and its customers are Distributor's exclusive responsibility and shall have no effect on Distributor's obligations under this Agreement. Distributor shall be solely responsible for, and shall indemnify and hold Company free and harmless from, any and all claims, damages or lawsuits (including Company's attorneys' fees) arising out of the Contracts may lawfully be offered acts of Distributor, and sold and in which DISTRIBUTOR and any Associated Agency (as defined below) are properly licensed as provided in Section 2.5 below, registered its Employees or otherwise qualified to offer and sell the Contracts under the applicable federal securities laws and the applicable insurance and other laws and regulations of each such state or other jurisdiction. AGNY shall periodically provide DISTRIBUTOR with notice pursuant to Section 14 hereof of all states and other jurisdictions in which the Contracts may lawfully be offered and soldits agents. (cg) As exclusive distributor Distributor agrees that Company owns all right, title, and interest in the product lines that include the products and in all of Company's patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture, operation or service of the products. The use by Distributor of any of these property rights is authorized only for the Contractspurposes herein set forth, DISTRIBUTOR shall: (i) assist and upon termination of this Agreement for any reason such authorization shall cease. The products are offered for sale and are sold by Company subject in servicing every case to the Contracts bycondition that such sale does not convey any license, in expressly or by implication, to manufacture, duplicate or otherwise copy or reproduce any of the products. Distributor shall take appropriate steps with its sole discretion, either (A) communicatingcustomers, as appropriateCompany may request, to inform them of and assure compliance with Contract ownersthe restrictions contained in this paragraph. Distributor acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company's business, annuitantsplans, beneficiariescustomers, technology, and participants (collectivelyproducts that are confidential and of substantial value to Company, "Contract owners") regarding which value would be impaired if such matters as information were disclosed to third parties. Distributor agrees that it will not use in any way for its own account or the exercise account of rights and privileges available any third party, nor disclose to them under any third party, any such confidential information revealed to it by Company. Distributor shall take every reasonable precaution to protect the terms confidentiality of such information. Upon request by Distributor, Company shall advise whether or not it considers any particular information or materials to be confidential. Distributor shall not publish any technical description of the Contracts products beyond the description published by Company (except to translate that description to appropriate languages for the Territory). In the event of termination of this Agreement, there shall be no use or offered to them disclosure by AGNY; or by (B) referring Contract owners to AGNY as appropriate; and (ii) enter into agreements ("selling group agreements") with other persons ("Selling Group Members"), pursuant to which such Selling Group Members will offer, sellDistributor of any confidential information of Company, and service Contracts Distributor shall not manufacture or have manufactured any devices, components or assemblies utilizing any of the Company's confidential information. Company acknowledges that by reason of its relationship to Distributor hereunder it will have access to certain information and materials concerning Distributor's business, plans, customers, technology, and products that are confidential and of substantial value to Distributor, which value would be impaired if such information were disclosed to third parties. Company agrees that it will not use in those states and other jurisdictions where they and their Associated Agencies (as defined below) are properly licensedany way for its own account or the account of any third party, registered nor disclose to any third party, any such confidential information revealed to it by Distributor. Company shall take every reasonable precaution to protect the confidentiality of such information. Upon request by Company, Distributor shall advise whether or otherwise qualified not it considers any particular information or materials to offer and sell the Contracts under the applicable insurance and other laws of each such state or other jurisdictionbe confidential. (dh) DISTRIBUTOR hereby expressly acknowledges and consents During the term of this Agreement, Distributor shall have the right to indicate to the offerpublic that it is an authorized distributor of Company's products and to advertise (within the Territory) such products under the trademarks, salemarks, and servicing of Contracts directly by AGSI and AGSItrade names that Company may adopt from time to time ("Company's own Sales Persons (as defined belowTrademarks"). The Parties hereby agree Distributor shall not alter or remove any Company's Trademarks applied to enter into a selling group agreement the products at the factory or product literature provided by Company to the Distributor. Except as set forth in order this paragraph, nothing contained in this Agreement shall grant to support such activityDistributor any right, title or interest in Company's trademarks. This At no time during or after the term of this Agreement does shall Distributor challenge or assist others to challenge Company's Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Company. All representations of Company's Trademarks that Distributor intends to use shall first be submitted to Company for approval (which shall not limit be unreasonably withheld) of design, color, and other details or shall be exact copies of those used in conjunction with another trademark on or in relation to the rights products, then Company's mark shall be presented equally legibly, equally prominently, and of AGNY or AGSI to offer or sell insurance contracts, including, without limitation, variable annuity contracts and variable life insurance policies, other greater size than the Contractsother but nevertheless separated from the other so that each appears to be a mark in its own right, distinct from the other mark. Section 2.02. In addition, DISTRIBUTOR authorizes AGSI Distributor accepts the appointment to enter into agreements develop demand for and to sell Company products within the Contracts Territory and will make all sales hereunder in accordance with persons who are qualified to sell as described in Section 2.3. DISTRIBUTOR shall bear no responsibility or liability for any activity related to sales under such agreements, and in this regard shall be held harmless by AGNY and AGSI. AGSI shall receive DISTRIBUTOR's specific written consent before entering into any such agreement, which consent, if not withheld by DISTRIBUTOR, shall be provided within ten calendar days after AGSI has given notice of its intent to enter into the agreement. Notwithstanding the foregoing, DISTRIBUTOR, in its sole discretion, may refuse to consent to the appointment of any Selling Group Member or any Sales Person (as defined below), or may require revocation of such appointment for any reason. DISTRIBUTOR shall consult with AGNY prior to refusing to consent to an appointment or renewal of an appointment, or requiring a revocation, as to the reasons for such decision. DISTRIBUTOR shall not incur any obligation to compensate or reimburse any expenses of AGNY or AGSI as a result of any such refusal to approve the appointment of any Selling Group Member or Sales Person for which AGSI seeks approvalAgreement.

Exclusive Appointment. (a) AGNYUSL, as the issuer of the Contracts, and AGSI, as the principal underwriter of the Contracts, hereby appoint DISTRIBUTOR (including any VKAC VK Funds Associated Agency) the exclusive distributor, during the term of this Agreement, for the marketing and distribution of the Contracts. (b) The foregoing appointment shall be limited to those states and other jurisdictions in which the Contracts may lawfully be offered and sold and in which DISTRIBUTOR and any Associated Agency (as defined below) are properly licensed as provided in Section 2.5 below, registered or otherwise qualified to offer and sell the Contracts under the applicable federal securities laws and the applicable insurance and other laws and regulations of each such state or other jurisdiction. AGNY USL shall periodically provide DISTRIBUTOR with notice pursuant to Section 14 hereof of all states and other jurisdictions in which the Contracts may lawfully be offered and sold. (c) As exclusive distributor for the Contracts, DISTRIBUTOR shall: (i) assist in servicing the Contracts by, in its sole discretion, either (A) communicating, as appropriate, with Contract owners, annuitants, beneficiaries, and participants (collectively, "Contract owners") regarding such matters as the exercise of rights and privileges available to them under the terms of the Contracts or offered to them by AGNYUSL; or by (B) referring Contract owners to AGNY USL as appropriate; and (ii) enter into agreements ("selling group agreements") with other persons ("Selling Group Members"), pursuant to which such Selling Group Members will offer, sell, and service Contracts in those states and other jurisdictions where they and their Associated Agencies (as defined below) are properly licensed, registered or otherwise qualified to offer and sell the Contracts under the applicable insurance and other laws of each such state or other jurisdiction. (d) DISTRIBUTOR hereby expressly acknowledges and consents to the offer, sale, and servicing of Contracts directly by AGSI and AGSI's own Sales Persons (as defined below). The Parties hereby agree to enter into a selling group agreement in order to support such activity. This Agreement does not limit the rights of AGNY USL or AGSI to offer or sell insurance contracts, including, without limitation, variable annuity contracts and variable life insurance policies, other than the Contracts. In addition, DISTRIBUTOR authorizes AGSI to enter into agreements to sell the Contracts with persons who are qualified to sell as described in Section 2.3. DISTRIBUTOR shall bear no responsibility or liability for any activity related to sales under such agreements, and in this regard shall be held harmless by AGNY USL and AGSI. AGSI shall receive DISTRIBUTOR's specific written consent before entering into any such agreement, which consent, if not withheld by DISTRIBUTOR, shall be provided within ten calendar days after AGSI has given notice of its intent to enter into the agreement. Notwithstanding the foregoing, DISTRIBUTOR, in its sole discretion, may refuse to consent to the appointment of any Selling Group Member or any Sales Person (as defined below), or may require revocation of such appointment for any reason. DISTRIBUTOR shall consult with AGNY USL prior to refusing to consent to an appointment or renewal of an appointment, or requiring a revocation, as to the reasons for such decision. DISTRIBUTOR shall not incur any obligation to compensate or reimburse any expenses of AGNY USL or AGSI as a result of any such refusal to approve the appointment of any Selling Group Member or Sales Person for which AGSI seeks approval.