Common use of Joint Duties Clause in Contracts

Joint Duties. a. All the parties to this Agreement will cooperate in the development and/or review of advertising, sales literature and all other sales materials to be used with respect to the Funds. b. The parties shall coordinate with each other in the filing with the SEC of amendments to the registration statements for the Contracts (if required by law) and for the Series, respectively. c. Each of the parties hereto agrees: (a) to comply with all laws applicable to it in the sale of Contracts and Series and (b) to refrain from participating, cooperating, or assisting in any way with its or any affiliate’s (i) development of marketing programs or other systematic activities (written or oral) which directly encourage exchanges from the Contracts, unless such marketing programs or other activities or broker or client tools relate to variable insurance products issued by Insurance Company or an affiliate; or if agreed to by the parties. The parties agree that the foregoing does not include recommendations for exchange or replacement of any Contract or underlying Fund where a reasonable basis exists for believing the recommendation is suitable. Each party will permit the other, or their authorized representatives, to have reasonable access to personnel and records pertaining to this Agreement in order to facilitate the monitoring of compliance with this Agreement.