Common use of Other Standard of Care Initiatives Clause in Contracts

Other Standard of Care Initiatives. i. 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. ii. To the extent that Company delegates to Selling Firm pursuant to Section 8.c.i. 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 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, 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. iii. Certifications provided pursuant to Sections 8.c.ii. 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 its behalf. iv. 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 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. v. 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.

Other Standard of Care Initiatives. i. 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 FirmBroker-Dealer, to the fullest extent possible, all supervision responsibility for activities conducted by Selling Firm 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 Selling Firm Broker-Dealer describing any limitations or restrictions on the delegation. Selling Firm Broker-Dealer shall be deemed to have accepted and agreed to such delegation if Selling Firm 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. ii. To the extent that Company delegates to Selling Firm Broker-Dealer pursuant to Section 8.c.i. 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 Broker-Dealer hereby certifies, and shall hereafter annually certify in writing, the following or a substantially similar certification: “Selling Firm Broker-Dealer has established and maintains a system of supervision for recommendations of sales transactions involving both new and in-force Registered Contracts, 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 Selling Firm 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. iii. Certifications provided pursuant to Sections 8.c.ii. shall be signed by an authorized senior officer or manager of Selling Firm Broker-Dealer with responsibility for overseeing the relevant sales practices and who has a reasonable basis on which to make the certification on its Broker-Dealer’s behalf. iv. Selling Firm Broker-Dealer shall cooperate with Company in connection with reasonable requests related to Company’s audits of supervision functions delegated to Selling Firm Broker-Dealer by Company under Other Standard of Care Initiatives. Selling Firm Broker-Dealer shall maintain and make available upon reasonable request by Company any and all records relating to supervision functions delegated to Selling Firm Broker-Dealer under this Agreement. v. . 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 Broker-Dealer desires to utilize training other than Company-approved training to satisfy such training requirement, Selling Firm 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.

Other Standard of Care Initiatives. i. 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. ii. To the extent that Company delegates to Selling Firm pursuant to Section 8.c.i. 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 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, 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. iii. Certifications provided pursuant to Sections 8.c.ii. 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 its behalf. iv. 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 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. v. . 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.

Other Standard of Care Initiatives. i. 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. ii. To the extent that Company delegates to Selling Firm pursuant to Section 8.c.i. 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 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, 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. iii. Certifications provided pursuant to Sections 8.c.ii. 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 its behalf. iv. 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 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. v. . 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. CONFIDENTIALITY 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.