Common use of Your Duties Clause in Contracts

Your Duties. a. You shall solicit and procure applications/order tickets/request forms for the insurance coverage listed in the Schedule(s) of Commissions referred to on the signature page hereof that you are licensed to sell; provided, however, the Company may, in its sole discretion, refuse to accept, or require the amendment of, any application/order ticket/request form. b. You shall operate your business in strict conformance with all applicable laws, rules and regulations, and in conformity with this Agreement as well as the Company’s rules, policies and procedures. You may not solicit or deliver policy or contract forms in any territory or location which requires regulatory approval of such forms, or in which the Company is not licensed to do business, until such regulatory approval or licensing has been obtained by the Company. c. You agree to exert your best effort to keep all insurance products produced by you or through agents for whom you are an Appointing Agent under this Agreement (such appointed agents being hereinafter referred to as “subordinate agent(s)”) in full force and effect. d. You shall conduct business ethically, honestly, fairly and professionally at all times. e. You agree to be bonded in such manner as the Company may from time to time, and subject to reasonable amendment, require. f. You agree to be responsible for all taxes, insurance (including, but not limited to, workers’ compensation) and benefits as an independent contractor. Nothing contained in this Agreement shall create, or shall be construed to create, the relationship of a partnership, franchise, joint venture or an employer and employee between the Company and you. g. You shall be solely responsible for and to any other person(s) you contract with or employ to fulfill your duties under this Agreement. h. You shall be solely responsible for and pay all expenses incurred by you, including license fees and charges that the Company has not specifically agreed to pay. i. You shall promptly notify the Company of any written customer complaint that relates to the sale or marketing of the Company’s products, or any activity in connection with or notice of any regulatory investigation, disciplinary action, judicial proceeding and the like involving you or your subordinate agents. You shall, and shall cause subordinate agents to, fully cooperate with the Company during its investigation of any consumer complaint or in connection with any other investigation being conducted by the Company. j. You shall maintain accurate records required by all laws, rules and regulations applicable to the business transacted by you pursuant to this Agreement, including customer and regulatory complaint files and such other information as the Company may reasonably require. All such records and other information shall be subject to inspection by the Company at any time during normal business hours upon the Company’s reasonable written request. You agree to provide access to any such records to any federal or state regulator, or self-regulatory organization, having jurisdiction to review the records. No entry in any record made or kept by you shall be binding on the Company. Upon termination of this Agreement and if requested by the Company, you shall immediately forward to the Company, at your cost and expense, a copy of all such records and documents of all business produced under this Agreement, including, but not limited to, accounting records, bank account records, underwriting files, policy and contract records and claim files, as well as all such other documents as the Company may reasonably require. k. You shall not use any material, supplies or advertising in any medium or format which mentions the Company by name or logo or relates to any of its products except for that provided by the Company or with the Company’s prior written approval. l. When engaging in any conduct or activities outside the power or authority expressly granted in this Agreement, you shall not create or permit, by action or omission, any appearance or likelihood of confusion that your conduct or activities are authorized, ratified, or are by or on behalf of the Company. m. You shall follow all instructions set out on premium receipts prepared by the Company, and promptly send to it all premiums collected from applicants and any other money that the Company may authorize you to collect. n. You shall obtain and maintain the active status of all licenses and registrations necessary on your part to sell the Company’s products and, if such active status should lapse or be placed in suspension for any reason, you shall immediately notify the Company, and shall discontinue all efforts to market or sell the Company’s products including, but not limited to, the finalization of any sale(s) already in process. o. You will keep confidential all information about the Company and Company products, including without limitation business practices, marketing strategies, computer programs, rate manuals and printed and electronic data. You will only use such information for the purposes contemplated herein and shall not disclose any such information, other than sales materials intended for distribution to customers. p. You will not use any “nonpublic personal information” as defined in the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or information subject to any other privacy law or regulation for any purpose, or disclose such information to any other person, except as otherwise permitted by therein. q. You shall not recommend any Company product unless there are reasonable grounds, after full inquiry, to believe it is suitable and, if required by applicable laws or regulations, in the best interest of the applicant. You agree to maintain a supervisory program that is in accordance with and implements (i) the Company's nationwide suitability/best interest practices, procedures and educational requirements which have been established to comply with Section 989 J(a)(3)(B) of the ▇▇▇▇ ▇▇▇▇▇ Act and (ii) all suitability/best interest requirements in states within your territory. You shall provide to Company, or make available to Company through an industry recognized clearinghouse or another facility, an annual certification that you are conducting your supervisory program on suitability/best interest in compliance with the Company's practices, procedures and educational requirements as well as any relevant state suitability/best interest requirements. You agree that you will cooperate with Company’s efforts to conduct reasonable inquiry into your supervisory program as may be required under applicable laws or regulations.

Your Duties. a. You shall solicit and procure applications/order tickets/request forms for the insurance coverage listed in the Schedule(s) of Commissions referred to on the signature page hereof that you are licensed to sell; provided, however, the Company may, in its sole discretion, refuse to accept, or require the amendment of, any application/order ticket/request form. b. You shall operate your business in strict conformance with all applicable laws, rules and regulations, and in conformity with this Agreement as well as the Company’s rules, policies and procedures. You may not solicit or deliver policy or contract forms in any territory or location which requires regulatory approval of such forms, or in which the Company is not licensed to do business, until such regulatory approval or licensing has been obtained by the Company. c. You agree to exert your best effort to keep all insurance products produced by you or through agents for whom you are an Appointing Agent under this Agreement (such appointed agents being hereinafter referred to as “subordinate agent(s)”) in full force and effect. d. You shall conduct business ethically, honestly, fairly and professionally at all times. e. You agree to be bonded in such manner as the Company may from time to time, and subject to reasonable amendment, require. f. You agree to be responsible for all taxes, insurance (including, but not limited to, workers’ compensation) and benefits as an independent contractor. Nothing contained in this Agreement shall create, or shall be construed to create, the relationship of a partnership, franchise, joint venture or an employer and employee between the Company and you. g. You shall be solely responsible for and to any other person(s) you contract with or employ to fulfill your duties under this Agreement. h. You shall be solely responsible for and pay all expenses incurred by you, including license fees and charges that the Company has not specifically agreed to pay. i. You shall promptly notify the Company of any written customer complaint that relates to the sale or marketing of the Company’s products, or any activity in connection with or notice of any regulatory investigation, disciplinary action, judicial proceeding and the like involving you or your subordinate agents. You shall, and shall cause subordinate agents to, fully cooperate with the Company during its investigation of any consumer complaint or in connection with any other investigation being conducted by the Company. j. You shall maintain accurate records required by all laws, rules and regulations applicable to the business transacted by you pursuant to this Agreement, including customer and regulatory complaint files and such other information as the Company may reasonably require. All such records and other information shall be subject to inspection by the Company at any time during normal business hours upon the Company’s reasonable written request. You agree to provide access to any such records to any federal or state regulator, or self-regulatory organization, having jurisdiction to review the records. No entry in any record made or kept by you shall be binding on the Company. Upon termination of this Agreement and if requested by the Company, you shall immediately forward to the Company, at your cost and expense, a copy of all such records and documents of all business produced under this Agreement, including, but not limited to, accounting records, bank account records, underwriting files, policy and contract records and claim files, as well as all such other documents as the Company may reasonably require. k. You shall not use any material, supplies or advertising in any medium or format which mentions the Company by name or logo or relates to any of its products except for that provided by the Company or with the Company’s prior written approval. l. When engaging in any conduct or activities outside the power or authority expressly granted in this Agreement, you shall not create or permit, by action or omission, any appearance or likelihood of confusion that your conduct or activities are authorized, ratified, or are by or on behalf of the Company. m. You shall follow all instructions set out on premium receipts prepared by the Company, and promptly send to it all premiums collected from applicants and any other money that the Company may authorize you to collect. n. You shall obtain and maintain the active status of all licenses and registrations necessary on your part to sell the Company’s products and, if such active status should lapse or be placed in suspension for any reason, you shall immediately notify the Company, and shall discontinue all efforts to market or sell the Company’s products including, but not limited to, the finalization of any sale(s) already in process. o. You will keep confidential all information about the Company and Company products, including without limitation business practices, marketing strategies, computer programs, rate manuals and printed and electronic data. You will only use such information for the purposes contemplated herein and shall not disclose any such information, other than sales materials intended for distribution to customers. p. You will not use any “nonpublic personal information” as defined in the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or information subject to any other privacy law or regulation for any purpose, or disclose such information to any other person, except as otherwise permitted by therein. q. You shall not recommend any Company product unless there are reasonable grounds, after full inquiry, to believe it is suitable and, if required by applicable laws or regulations, in the best interest of for the applicant. You agree to maintain a supervisory program that is in accordance with and implements (i) the Company's nationwide suitability/best interest suitability practices, procedures and educational requirements which have been established to comply with Section 989 J(a)(3)(B) of the ▇▇▇▇ ▇▇▇▇▇ Act and (ii) all suitability/best interest suitability requirements in states within your territory. You shall provide to Company, or make available to Company through an industry recognized clearinghouse or another facility, an annual certification that you are conducting your supervisory program on suitability/best interest suitability in compliance with the Company's practices, procedures and educational requirements as well as any relevant state suitability/best interest suitability requirements. You agree that you will cooperate with Company’s efforts to conduct reasonable inquiry into your supervisory program as may be required under applicable laws or regulations.