Your Duties. 1.1 You shall comply with all (i) federal, state, and local laws, regulations and rules applicable to your solicitation of insurance products of the Carriers, and (ii) all rules, policies, procedures and standards which are provided to you by us or by any Carrier. You shall notify us immediately if you fail to comply with (i) or (ii) above, and if you fail to comply with 1.1.1 You shall hold the appropriate insurance license(s) in the state of solicitation and in the state where the application is signed prior to submitting an application for insurance to any Carrier. You shall be solely responsible for securing and maintaining your license(s). 1.1.2 You shall complete any pre-contracting or appointment related paperwork with any Carrier prior to soliciting the sale of any product by a Carrier, if required. 1.1.3 You shall not alter, modify, waive, or amend any of the terms, rates or conditions of any advertisement, brochures, applications, policies, contracts, or other materials provided to you by us or any Carrier unless submitted and approved in writing by us or the Carrier. You shall not create any materials that reference us or any Carrier unless submitted to and approved in writing by us or the Carrier. 1.2 If you are an agency or business entity, you are responsible for the acts or omissions of your sub producers. Therefore, you must train and supervise them appropriately. They do not have any authority not granted to you. Whatever is required of you is also required of them. We reserve the right to require that each of them execute an Independent Producer Contract or similar document prior to acting through you in connection with the subject matter of this Contract. 1.3 You certify that you have never been convicted of a federal or state felony involving dishonesty or breach of trust; or if so, that you have received written authorization from the applicable state insurance commissioner specifically referencing Section 1033 of the violent Crime Control and Law Enforcement Act of 1994, subsection (3) (2) granting permission to work in the insurance industry. During the term of this Contract, you must notify us if you are convicted of any felony. 1.4 You will use your best efforts to place the sale of insurance product for the Carriers. 1.5 During the term of this Contract (and if the coverage is provided on a “claims made” basis, for a period of four (4) years after termination of this Contract), you shall procure and maintain, at your sole expense, fully insured insurance agent professional liability coverage. Such coverage shall cover you and your employees or other representatives, if any, for activities under this Contract. You must maintain coverage with limits of at least 1.6 Upon request, you shall provide us with satisfactory evidence of such coverage. You shall provide us with at least ten (10) days written notice of any material change in such coverage. In addition, the coverage contract shall require the entity assuming the risk of loss thereunder to provide us at least ten (10) days prior written notice of any contemplated cancellation, non-renewal, reduction in limits of, or material change in the coverage provided. We shall have the right, but not the obligation, to make any payments on your behalf necessary to maintain such coverage in force, and to recover any and all such 1.7 Because you are not our employee, you are solely responsible for reporting and paying any and all taxes imposed or other cost assessed on account of our payment of compensation to you under this Contract. Specifically, you are responsible for all occupational, income, and municipal taxes imposed on you by any Governmental Entity. We will not withhold any amount of compensation for your taxes, including, but not limited to, income tax, social security and Medicare tax, workers compensation taxes or costs, unemployment compensation taxes or costs, or any other tax, cost, fee or charge related to your compensation for services under this Contract. 1.8 You must provide us with written notice at least sixty (60) days’ prior written notice to us of the closing date of any transaction in which: (i) you merge with, or are acquired by, a competitor of ours; or (ii) a competitor of ours acquires substantially all of your assets. Upon request, and subject to any applicable confidentiality restrictions or obligations, you must provide us any and all information about the transaction that we reasonably request. For purposes of this Contract, the term “competitor of ours” includes any entity (including any such entity’s affiliates) that, in the ordinary course of its business, is in direct or indirect competition with us. 1.9 You shall take steps reasonably necessary to ensure that the information you submit to us or any Carrier (including any information contained in any application for any policy) is, to the best of your knowledge (after reasonable inquiry), accurate and complete. You shall immediately notify us if you become aware that any information you submit to a Carrier is inaccurate or incomplete. 1.10 You are an independent contractor with expertise in the insurance industry. Other than as specifically set forth in this Contract, we do not, directly or indirectly, have any control over your business and operations. You are solely responsible for your operations as an insurance producer. You acknowledge that we will have no involvement in your product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim, any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the tax, legal or other economic consequences raised by any marketing or sales concept. You shall not construe any statements made or actions taken by us, our employees or agents as tax, legal or other advice regarding any marketing or sales concept, and you shall not represent to any client or other third-party that we or our employees or agents have given any such advice. 1.11 You acknowledge that we will have no other involvement in the product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the Carriers, tax, legal or other economic consequences raised by any marketing or sales concept. We shall not act, nor be considered, a promoter of any marketing or sales concept. You shall not construe any statements made or actions taken by use or our 1.12 You shall not attempt to contract directly with any Carrier for the sale of any products that you can sell through us hereunder, unless we approve so in writing. 1.13 You shall comply with the confidentiality and privacy provisions contained in Exhibit A attached to this Contract. 1.14 If you are a business entity, you shall continuously maintain your good standing with the regulatory authorities of your state. You shall notify us immediately if you fail to comply with this paragraph, or if you choose to end or alter the legal entity status you had at this Contract’s inception. 1.15 If a Client, person purporting to represent a Client, or a regulatory authority, notifies you of a complaint about you or us that is related in any way to the subject matter of this Contract, you will immediately notify us. You will cooperate fully with us by answering any and all relevant questions, either orally or in writing, and/or furnishing copies of any and all relevant documents, and/or otherwise assisting us in any manner we may reasonably require.
Appears in 2 contracts
Sources: Independent Sub Producer Contract, Independent Sub Producer Contract
Your Duties. 1.1 You shall perform the following obligations:
1. You shall comply with all (i) terms and conditions set forth in this Agreement.
2. You shall comply with all of the terms and conditions of each Franchise Agreement. including without limitation the operating requirements specified in each Franchise Agreement.
3. In accordance with the terms of Paragraph VI of this Agreement, you shall at all times preserve in confidence any and all materials and information furnished or disclosed to you by us and designated by us as confidential, and you shall disclose such information or materials only to such of your employees or agents who must have access to it in connection with their employment. In accordance with the terms of Paragraph VI of this Agreement, you shall not at any time, without our prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person.
4. You shall comply with all requirements of federal, state, state and local laws, regulations rules and rules applicable regulations.
5. If you at some time in the future desire to make either a public or a private offering of your solicitation of insurance products of the Carrierssecurities, prior to such offering and sale, and (ii) all rulesprior to the public release of any statements, policiesdata, procedures and standards or other information of any kind relating to the proposed offering of your securities, you shall secure our written approval, which are provided to you by us or by any Carrierapproval shall not be unreasonably withheld. You shall notify us immediately if secure our prior written approval of any and all press releases, news releases and any and all other publicity, the primary purpose of which is in the public interest in its offering. Only after we have given our written approval may you fail proceed to comply with (i) or (ii) abovefile, publish, issue, and if you fail to comply with
1.1.1 You release and make public any said data, material and information regarding the securities offering. It is specifically understood that any review by us is solely for our own information, and our approval shall hold not constitute any kind of authorization, acceptance, agreement, endorsement, approval, or ratification of the appropriate insurance license(s) in the state of solicitation and in the state where the application is signed prior to submitting an application for insurance to any Carriersame, either expressly or implied. You shall be solely responsible for securing and maintaining your license(s).
1.1.2 You shall complete any pre-contracting make no oral or appointment related paperwork with any Carrier prior to soliciting the sale of any product by a Carrier, if required.
1.1.3 You shall not alter, modify, waive, or amend any of the terms, rates or conditions of any advertisement, brochures, applications, policies, contracts, or other materials provided to you by us or any Carrier unless submitted and approved in writing by us or the Carrier. You shall not create any materials that reference us or any Carrier unless submitted to and approved in writing by us or the Carrier.
1.2 If you are an agency or business entity, you are responsible for the acts or omissions of your sub producers. Therefore, you must train and supervise them appropriately. They do not have any authority not granted to you. Whatever is required of you is also required of them. We reserve the right to require that each of them execute an Independent Producer Contract or similar document prior to acting through you in connection with the subject matter of this Contract.
1.3 You certify that you have never been convicted of a federal or state felony involving dishonesty or breach of trust; or if so, that you have received written authorization from the applicable state insurance commissioner specifically referencing Section 1033 of the violent Crime Control and Law Enforcement Act of 1994, subsection (3) (2) granting permission to work in the insurance industry. During the term of this Contract, you must notify us if you are convicted of any felony.
1.4 You will use your best efforts to place the sale of insurance product for the Carriers.
1.5 During the term of this Contract (and if the coverage is provided on a “claims made” basis, for a period of four (4) years after termination of this Contract), you shall procure and maintain, at your sole expense, fully insured insurance agent professional liability coverage. Such coverage shall cover you and your employees or other representatives, if any, for activities under this Contract. You must maintain coverage with limits of at least
1.6 Upon request, you shall provide us with satisfactory evidence of such coverage. You shall provide us with at least ten (10) days written notice of any material change kind whatsoever indicating or implying that we and/or our affiliates have any interest in such coveragethe relationship whatsoever to the proposed offering other than acting as Franchisor. In additionYou agree to indemnify, the coverage contract shall require the entity assuming the risk of loss thereunder to provide defend, and hold us at least ten harmless, and our owners, directors, officers, successors and assigns harmless from all claims, demands, costs, fees, charges, liability or expense (10including attorneys' fees) days prior written notice of any contemplated cancellation, non-renewal, reduction kind whatsoever arising from your offering of information published or communicated in limits of, or material change in the coverage provided. We shall have the right, but not the obligation, to make any payments on your behalf necessary to maintain such coverage in force, and to recover any and all such
1.7 Because you are not our employee, you are solely responsible for reporting and paying any and all taxes imposed or other cost assessed on account of our payment of compensation to you under this Contract. Specifically, you are responsible for all occupational, income, and municipal taxes imposed on you by any Governmental Entity. We will not withhold any amount of compensation for your taxes, including, but not limited to, income tax, social security and Medicare tax, workers compensation taxes or costs, unemployment compensation taxes or costs, or any other tax, cost, fee or charge related to your compensation for services under this Contract.
1.8 You must provide us with written notice at least sixty (60) days’ prior written notice to us of the closing date of any transaction in which: (i) you merge with, or are acquired by, a competitor of ours; or (ii) a competitor of ours acquires substantially all of your assets. Upon request, and subject to any applicable confidentiality restrictions or obligations, you must provide us any and all information about the transaction that we reasonably request. For purposes of this Contract, the term “competitor of ours” includes any entity (including any such entity’s affiliates) that, in the ordinary course of its business, is in direct or indirect competition with us.
1.9 You shall take steps reasonably necessary to ensure that the information you submit to us or any Carrier (including any information contained in any application for any policy) is, to the best of your knowledge (after reasonable inquiry), accurate and complete. You shall immediately notify us if you become aware that any information you submit to a Carrier is inaccurate or incomplete.
1.10 You are an independent contractor with expertise in the insurance industry. Other than as specifically set forth in this Contract, we do not, directly or indirectly, have any control over your business and operations. You are solely responsible for your operations as an insurance producer. You acknowledge that we will have no involvement in your product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim, any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the tax, legal or other economic consequences raised by any marketing or sales concept. You shall not construe any statements made or actions taken by us, our employees or agents as tax, legal or other advice regarding any marketing or sales concept, and you shall not represent to any client or other third-party that we or our employees or agents have given any such advicewith regard thereto.
1.11 You acknowledge that we will have no other involvement in the product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the Carriers, tax, legal or other economic consequences raised by any marketing or sales concept. We shall not act, nor be considered, a promoter of any marketing or sales concept. You shall not construe any statements made or actions taken by use or our
1.12 You shall not attempt to contract directly with any Carrier for the sale of any products that you can sell through us hereunder, unless we approve so in writing.
1.13 You shall comply with the confidentiality and privacy provisions contained in Exhibit A attached to this Contract.
1.14 If you are a business entity, you shall continuously maintain your good standing with the regulatory authorities of your state. You shall notify us immediately if you fail to comply with this paragraph, or if you choose to end or alter the legal entity status you had at this Contract’s inception.
1.15 If a Client, person purporting to represent a Client, or a regulatory authority, notifies you of a complaint about you or us that is related in any way to the subject matter of this Contract, you will immediately notify us. You will cooperate fully with us by answering any and all relevant questions, either orally or in writing, and/or furnishing copies of any and all relevant documents, and/or otherwise assisting us in any manner we may reasonably require.
Appears in 1 contract
Sources: Area Development Agreement (Buffalo Wild Wings Inc)
Your Duties. 1.1 4.1 You shall (and shall procure that the Advisers shall) at all times:
4.1.1 provide all Services in accordance with the terms of this Agreement (in the case of Advisers as if they were a party to it); and
4.1.2 obey and comply with all (i) federal, state, and local laws, regulations and rules applicable Applicable Standards.
4.1.3 ensure that any information conveyed by You or the Advisers to your solicitation of insurance Customers regarding Our products accurately reflects the contents of the Carriersmaterial provided by Us; and
4.1.4 keep or cause to be kept full and accurate records (including but not limited to introductions made to Us) relating to performance of the Services and make such records available for inspection by Us at any time; and
4.1.5 be of good character suitably qualified and experienced and where required by Us, remove any Adviser from providing Services pursuant to this Agreement if, in Our reasonable opinion, any Adviser does not meet the required standard of conduct and (ii) all rules, policies, procedures and standards which are provided to you by us or by any Carrier. You shall notify us immediately if you fail to behaviour.
4.1.6 comply with all the instructions issued by Us from time to time in relation to this Agreement and the Services to be provided in connection therewith (isave to the extent that such instructions would cause You (or an Adviser as applicable) or (ii) above, and if you fail to comply with
1.1.1 You shall hold the appropriate insurance license(s) be in the state breach of solicitation and in the state where the application is signed prior to submitting an application for insurance to any Carrier. You shall be solely responsible for securing and maintaining your license(sApplicable Standards).
1.1.2 4.2 You shall complete any pre-contracting or appointment related paperwork with any Carrier prior to soliciting (and shall procure that the sale Advisers shall) inform Customers of the amount of any product Commission and material inducements (if any) paid by a Carrier, if requiredUs in respect of any lifetime mortgage as required by the FCA Rules.
1.1.3 4.3 You shall not alter, modify, waive, (and shall procure that the Advisers shall) only complete and use documentation relating to Our products that has been supplied and/or approved for such use by Us.
4.4 You shall (and shall procure that the Advisers shall) complete all identification and money laundering checks which We require You to undertake in order that We may rely on Your due diligence or amend any of the terms, rates or conditions of any advertisement, brochures, applications, policies, contracts, or other materials provided to you by us otherwise.
4.5 You must immediately notify Us if either You or any Carrier unless submitted and Adviser ceases to be authorised or approved in writing by us the FCA or the Carrier. an Appointed Representative of You shall not create any materials that reference us or any Carrier unless submitted to and approved in writing by us or the Carrier(as applicable).
1.2 If you are an agency or business entity, you are responsible for the acts or omissions of your sub producers. Therefore, you must train and supervise them appropriately. They do not have any authority not granted to you. Whatever is required of you is also required of them. We reserve the right to require that each of them execute an Independent Producer Contract or similar document prior to acting through you in connection with the subject matter of this Contract.
1.3 You certify that you have never been convicted of a federal or state felony involving dishonesty or breach of trust; or if so, that you have received written authorization from the applicable state insurance commissioner specifically referencing Section 1033 of the violent Crime Control and Law Enforcement Act of 1994, subsection (3) (2) granting permission to work in the insurance industry. During the term of this Contract, you must notify us if you are convicted of any felony.
1.4 You will use your best efforts to place the sale of insurance product for the Carriers.
1.5 During the term of this Contract (and if the coverage is provided on a “claims made” basis, for a period of four (4) years after termination of this Contract), you shall procure and maintain, at your sole expense, fully insured insurance agent professional liability coverage. Such coverage shall cover you and your employees or other representatives, if any, for activities under this Contract. You must maintain coverage with limits of at least
1.6 Upon request, you shall provide us with satisfactory evidence of such coverage. You shall provide us with at least ten (10) days written notice of any material change in such coverage. In addition, the coverage contract shall require the entity assuming the risk of loss thereunder to provide us at least ten (10) days prior written notice of any contemplated cancellation, non-renewal, reduction in limits of, or material change in the coverage provided. We shall have the right, but not the obligation, to make any payments on your behalf necessary to maintain such coverage in force, and to recover any and all such
1.7 Because you are not our employee, you are solely responsible for reporting and paying any and all taxes imposed or other cost assessed on account of our payment of compensation to you under this Contract. Specifically, you are responsible for all occupational, income, and municipal taxes imposed on you by any Governmental Entity. We will not withhold any amount of compensation for your taxes, including, but not limited to, income tax, social security and Medicare tax, workers compensation taxes or costs, unemployment compensation taxes or costs, or any other tax, cost, fee or charge related to your compensation for services under this Contract.
1.8 You must provide us with written notice at least sixty (60) days’ prior written notice to us of the closing date of any transaction in which: (i) you merge with, or are acquired by, a competitor of ours; or (ii) a competitor of ours acquires substantially all of your assets. Upon request, and subject to any applicable confidentiality restrictions or obligations, you must provide us any and all information about the transaction that we reasonably request. For purposes of this Contract, the term “competitor of ours” includes any entity (including any such entity’s affiliates) that, in the ordinary course of its business, is in direct or indirect competition with us.
1.9 You shall take steps reasonably necessary to ensure that the information you submit to us or any Carrier (including any information contained in any application for any policy) is, to the best of your knowledge (after reasonable inquiry), accurate and complete. You shall immediately notify us if you become aware that any information you submit to a Carrier is inaccurate or incomplete.
1.10 You are an independent contractor with expertise in the insurance industry. Other than as specifically set forth in this Contract, we do not, directly or indirectly, have any control over your business and operations. You are solely responsible for your operations as an insurance producer. You acknowledge that we will have no involvement in your product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim, any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the tax, legal or other economic consequences raised by any marketing or sales concept. You shall not construe any statements made or actions taken by us, our employees or agents as tax, legal or other advice regarding any marketing or sales concept, and you shall not represent to any client or other third-party that we or our employees or agents have given any such advice.
1.11 You acknowledge that we will have no other involvement in the product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the Carriers, tax, legal or other economic consequences raised by any marketing or sales concept. We shall not act, nor be considered, a promoter of any marketing or sales concept. You shall not construe any statements made or actions taken by use or our
1.12 You shall not attempt to contract directly with any Carrier for the sale of any products that you can sell through us hereunder, unless we approve so in writing.
1.13 You shall comply with the confidentiality and privacy provisions contained in Exhibit A attached to this Contract.
1.14 If you are a business entity, you shall continuously maintain your good standing with the regulatory authorities of your state. You shall notify us immediately if you fail to comply with this paragraph, or if you choose to end or alter the legal entity status you had at this Contract’s inception.
1.15 If a Client, person purporting to represent a Client, or a regulatory authority, notifies you of a complaint about you or us that is related in any way to the subject matter of this Contract, you will immediately notify us. You will cooperate fully with us by answering any and all relevant questions, either orally or in writing, and/or furnishing copies of any and all relevant documents, and/or otherwise assisting us in any manner we may reasonably require.
Appears in 1 contract
Your Duties. 1.1 You shall comply with all (i) federal, state, and local laws, regulations and rules applicable to your solicitation of insurance products of the Carriers, and (ii) all rules, policies, procedures and standards which are provided to you by us or by any Carrier. You shall notify us immediately if you fail to comply with (i) or (ii) above, and if you fail to comply with
1.1.1 You shall hold the appropriate insurance license(s) in the state of solicitation and in the state where the application is signed prior to submitting an application for insurance to any Carrier. You shall be solely responsible for securing and maintaining your license(s).
1.1.2 You shall complete any pre-contracting or appointment related paperwork with any Carrier prior to soliciting the sale of any product by a Carrier, if required.
1.1.3 You shall not alter, modify, waive, or amend any of the terms, rates or conditions of any advertisement, brochures, applications, policies, contracts, or other materials provided to you by us or any Carrier unless submitted and approved in writing by us or the Carrier. You shall not create any materials that reference us or any Carrier unless submitted to and approved in writing by us or the Carrier.
1.2 If you are an agency or business entity, you are responsible for the acts or omissions of your sub producers. Therefore, you must train and supervise them appropriately. They do not have any authority not granted to you. Whatever is required of you is also required of them. We reserve the right to require that each of them execute an Independent Producer Contract or similar document prior to acting through you in connection with the subject matter of this Contract.
1.3 You certify that you have never been convicted of a federal or state felony involving dishonesty or breach of trust; or if so, that you have received written authorization from the applicable state insurance commissioner specifically referencing Section 1033 of the violent Crime Control and Law Enforcement Act of 1994, subsection (3) (2) granting permission to work in the insurance industry. During the term of this Contract, you must notify us if you are convicted of any felony.
1.4 You will use your best efforts to place the sale of insurance product for the Carriers.
1.5 During the term of this Contract (and if the coverage is provided on a “claims made” basis, for a period of four (4) years after termination of this Contract), you shall procure and maintain, at your sole expense, fully insured insurance agent professional liability coverage. Such coverage shall cover you and your employees or other representatives, if any, for activities under this Contract. You must maintain coverage with limits of at least
1.6 Upon request, you shall provide us with satisfactory evidence of such coverage. You shall provide us with at least ten (10) days written notice of any material change in such coverage. In addition, the coverage contract shall require the entity assuming the risk of loss thereunder to provide us at least ten (10) days prior written notice of any contemplated cancellation, non-renewal, reduction in limits of, or material change in the coverage provided. We shall have the right, but not the obligation, to make any payments on your behalf necessary to maintain such coverage in force, and to recover any and all such
1.7 Because you are not our employee, you are solely responsible for reporting and paying any and all taxes imposed or other cost assessed on account of our payment of compensation to you under this Contract. Specifically, you are responsible for all occupational, income, and municipal taxes imposed on you by any Governmental Entity. We will not withhold any amount of compensation for your taxes, including, but not limited to, income tax, social security and Medicare tax, workers compensation taxes or costs, unemployment compensation taxes or costs, or any other tax, cost, fee or charge related to your compensation for services under this Contract.
1.8 You must provide us with written notice at least sixty (60) days’ prior written notice to us of the closing date of any transaction in which: (i) you merge with, or are acquired by, a competitor of ours; or (ii) a competitor of ours acquires substantially all of your assets. Upon request, and subject to any applicable confidentiality restrictions or obligations, you must provide us any and all information about the transaction that we reasonably request. For purposes of this Contract, the term “competitor of ours” includes any entity (including any such entity’s affiliates) that, in the ordinary course of its business, is in direct or indirect competition with us.
1.9 You shall take steps reasonably necessary to ensure that the information you submit to us or any Carrier (including any information contained in any application for any policy) is, to the best of your knowledge (after reasonable inquiry), accurate and complete. You shall immediately notify us if you become aware that any information you submit to a Carrier is inaccurate or incomplete.
1.10 You are an independent contractor with expertise in the insurance industry. Other than as specifically set forth in this Contract, we do not, directly or indirectly, have any control over your business and operations. You are solely responsible for your operations as an insurance producer. You acknowledge that we will have no involvement in your product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim, any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the tax, legal or other economic consequences raised by any marketing or sales concept. You shall not construe any statements made or actions taken by us, our employees or agents as tax, legal or other advice regarding any marketing or sales concept, and you shall not represent to any client or other third-party that we or our employees or agents have given any such advice.
1.11 You acknowledge that we will have no other involvement in the product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the Carriers, tax, legal or other economic consequences raised by any marketing or sales concept. We shall not act, nor be considered, a promoter of any marketing or sales concept. You shall not construe any statements made or actions taken by use or our
1.12 You shall not attempt to contract directly with any Carrier for the sale of any products that you can sell through us hereunder, unless we approve so in writing.
1.13 You shall comply with the confidentiality and privacy provisions contained in Exhibit A Part III attached to this Contract.
1.14 If you are a business entity, you shall continuously maintain your good standing with the regulatory authorities of your state. You shall notify us immediately if you fail to comply with this paragraph, or if you choose to end or alter the legal entity status you had at this Contract’s inception.
1.15 If a Client, person purporting to represent a Client, or a regulatory authority, notifies you of a complaint about you or us that is related in any way to the subject matter of this Contract, you will immediately notify us. You will cooperate fully with us by answering any and all relevant questions, either orally or in writing, and/or furnishing copies of any and all relevant documents, and/or otherwise assisting us in any manner we may reasonably require.
Appears in 1 contract
Sources: Independent Sub Producer Contract
Your Duties. 1.1 You make the following representations, warranties and covenants and accepts the following obligations:
A. You shall comply with all (i) federal, state, terms and local laws, regulations and rules applicable to your solicitation of insurance products of the Carriers, and (ii) all rules, policies, procedures and standards which are provided to you by us or by any Carrier. You shall notify us immediately if you fail to comply with (i) or (ii) above, and if you fail to comply with
1.1.1 You shall hold the appropriate insurance license(s) in the state of solicitation and in the state where the application is signed prior to submitting an application for insurance to any Carrier. You shall be solely responsible for securing and maintaining your license(s).
1.1.2 You shall complete any pre-contracting or appointment related paperwork with any Carrier prior to soliciting the sale of any product by a Carrier, if required.
1.1.3 You shall not alter, modify, waive, or amend any of the terms, rates or conditions of any advertisement, brochures, applications, policies, contracts, or other materials provided to you by us or any Carrier unless submitted and approved in writing by us or the Carrier. You shall not create any materials that reference us or any Carrier unless submitted to and approved in writing by us or the Carrier.
1.2 If you are an agency or business entity, you are responsible for the acts or omissions of your sub producers. Therefore, you must train and supervise them appropriately. They do not have any authority not granted to you. Whatever is required of you is also required of them. We reserve the right to require that each of them execute an Independent Producer Contract or similar document prior to acting through you in connection with the subject matter of this Contract.
1.3 You certify that you have never been convicted of a federal or state felony involving dishonesty or breach of trust; or if so, that you have received written authorization from the applicable state insurance commissioner specifically referencing Section 1033 of the violent Crime Control and Law Enforcement Act of 1994, subsection (3) (2) granting permission to work in the insurance industry. During the term of this Contract, you must notify us if you are convicted of any felony.
1.4 You will use your best efforts to place the sale of insurance product for the Carriers.
1.5 During the term of this Contract (and if the coverage is provided on a “claims made” basis, for a period of four (4) years after termination of this Contract), you shall procure and maintain, at your sole expense, fully insured insurance agent professional liability coverage. Such coverage shall cover you and your employees or other representatives, if any, for activities under this Contract. You must maintain coverage with limits of at least
1.6 Upon request, you shall provide us with satisfactory evidence of such coverage. You shall provide us with at least ten (10) days written notice of any material change in such coverage. In addition, the coverage contract shall require the entity assuming the risk of loss thereunder to provide us at least ten (10) days prior written notice of any contemplated cancellation, non-renewal, reduction in limits of, or material change in the coverage provided. We shall have the right, but not the obligation, to make any payments on your behalf necessary to maintain such coverage in force, and to recover any and all such
1.7 Because you are not our employee, you are solely responsible for reporting and paying any and all taxes imposed or other cost assessed on account of our payment of compensation to you under this Contract. Specifically, you are responsible for all occupational, income, and municipal taxes imposed on you by any Governmental Entity. We will not withhold any amount of compensation for your taxes, including, but not limited to, income tax, social security and Medicare tax, workers compensation taxes or costs, unemployment compensation taxes or costs, or any other tax, cost, fee or charge related to your compensation for services under this Contract.
1.8 You must provide us with written notice at least sixty (60) days’ prior written notice to us of the closing date of any transaction in which: (i) you merge with, or are acquired by, a competitor of ours; or (ii) a competitor of ours acquires substantially all of your assets. Upon request, and subject to any applicable confidentiality restrictions or obligations, you must provide us any and all information about the transaction that we reasonably request. For purposes of this Contract, the term “competitor of ours” includes any entity (including any such entity’s affiliates) that, in the ordinary course of its business, is in direct or indirect competition with us.
1.9 You shall take steps reasonably necessary to ensure that the information you submit to us or any Carrier (including any information contained in any application for any policy) is, to the best of your knowledge (after reasonable inquiry), accurate and complete. You shall immediately notify us if you become aware that any information you submit to a Carrier is inaccurate or incomplete.
1.10 You are an independent contractor with expertise in the insurance industry. Other than as specifically set forth in this Contract, we do not, directly or indirectly, have any control over your business and operationsAgreement.
B. 1. If You are solely responsible for your operations as an insurance producer. a corporation or a partnership, You acknowledge represent, warrant and covenant that:
a. You are duly organized and validly existing under the state law of its formation;
b. You are duly qualified and are authorized to do business in each jurisdiction in which Your business activities or the nature of the properties owned by You require such qualification;
c. Your corporate chart or written partnership agreement shall at all times provide that we will Your activities include the development and operation of Airsopure Centers;
d. The execution of this Agreement and the performance of the transactions contemplated hereby are within Your corporate power if You are a corporation or if You are a partnership, permitted under Your written partnership agreement and have no involvement in your product sales been duly authorized by You;
e. If You are a corporation, copies of Your articles of incorporation, bylaws, other than performing governing documents, any amendments thereto, resolutions of the role as general agency for the Carriers. By performing Board of Directors authorizing entry into and performance of this limited role, we do not makeAgreement, and specifically disclaimany certificates or other documents as may be reasonably required by Airsopure shall be furnished to Airsopure prior to the execution of this Agreement; or, if You are a partnership, copies of Your written partnership agreement, other governing documents and any endorsement amendments thereto shall be furnished to Airsopure prior to the execution of this Agreement, including evidence of consent or approval of the entry into and performance of this Agreement by the requisite number or percentage of partners, if such approval or consent is required by Your written partnership agreement;
f. If You are a corporation or partnership, the ownership interests are accurately and completely described in Attachment C. Further, if You are a corporation, You shall maintain at all times a current list of all owners of record and all beneficial owners of any marketing or sales conceptclass of voting securities or, nor do we make any representations to you or any third party regarding if You are a partnership, You shall maintain at all times a current list of all owners of an interest in the tax, legal or other economic consequences raised by any marketing or sales conceptpartnership. You shall not construe make Your list of owners available to Airsopure upon request;
g. If any statements made of Your officers or actions taken by us, our employees or agents directors cease to serve as tax, legal or other advice regarding any marketing or sales concept, and you shall not represent to any client or other third-party that we or our employees or agents have given any such advice.
1.11 You acknowledge that we will have no other involvement in the product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, and specifically disclaim any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding individual is elected as an officer or director after the Carriersexecution of this Agreement, tax, legal or other economic consequences raised by any marketing or sales concept. We shall not act, nor be considered, a promoter of any marketing or sales concept. You shall not construe any statements made or actions taken by use or our
1.12 You shall not attempt to contract directly with any Carrier for the sale of any products that you can sell through us hereunder, unless we approve so in writing.
1.13 You shall comply with the confidentiality and privacy provisions contained in Exhibit A attached to this Contract.
1.14 If you are a business entity, you shall continuously maintain your good standing with the regulatory authorities of your state. You shall notify us immediately if you fail Airsopure within 5 days after any such change and any newly elected officer or director shall execute this Agreement as one of Your Principals (as defined in Section 10.3.E.) and shall be individually bound by all obligations of Your Principals under this Agreement;
h. If You are a corporation, You shall maintain stop-transfer instructions against the transfer on its records of any of its equity securities and each stock certificate representing stock of the corporation shall have conspicuously endorsed upon it a statement in a form satisfactory to comply with Airsopure that it is held subject to all restrictions imposed upon assignments by this paragraphAgreement; provided, or if you choose to end or alter however, that the legal entity status you had at this Contract’s inception.
1.15 If a Client, person purporting to represent a Client, or a regulatory authority, notifies you of a complaint about you or us that is related in any way to the subject matter requirements of this Contract, you will immediately notify us. You will cooperate fully with us by answering any and all relevant questions, either orally or in writing, and/or furnishing copies of any and all relevant documents, and/or otherwise assisting us in any manner we may reasonably requireSection 5.B.1.
Appears in 1 contract
Sources: Development Agreement (Airtech International Group Inc)
Your Duties. 1.1 (a) You agree that you will comply at all times with all applicable and then-current legal obligations and security measures including without limitation those issued by the United States Government, Federal, State and Municipal laws and ordinances, Card Association, the Federal Trade Commission, PCI DSS and any other governing body. You agree that you will comply with all Payment Gateway security protocols, notices and safeguards in effect during the term of this Agreement. You warrant that You have taken such precautions as are necessary to ensure that Your data and Your customer data is protected and that Your electronic systems are secure from breach, intrusion or compromise by any unauthorized third parties. In the event that Your system is breached and an unauthorized third party has access to or has accessed Data or Transaction data, You shall notify the designated parties as required under any applicable laws or industry guidelines and shall immediately notify Payment Gateway of such breach and take such prompt action and precautions as necessary to prevent any continuous or additional breach.
(b) You are solely responsible for the security of data residing on server(s) owned or operated by You, Third Party Service Provider, or a third party designated by You (e.g., a web hosting company, processor, or other service provider), including credit card numbers and any other personal data. You shall comply with all (i) federalapplicable laws and regulations governing the collection, state, retention and local laws, regulations use by You of credit card and rules applicable other financial information and agree to provide notice to your solicitation of insurance products of the Carrierscustomers on Your web site that discloses how and why personal and financial information is collected and used, and (ii) all rules, policies, procedures and standards which are provided to you including uses governed by us or by any Carrier. You shall notify us immediately if you fail to comply with (i) or (ii) above, and if you fail to comply with
1.1.1 You shall hold the appropriate insurance license(s) in the state of solicitation and in the state where the application is signed prior to submitting an application for insurance to any Carrier. You shall be solely responsible for securing and maintaining your license(s)this Agreement.
1.1.2 (c) You shall complete any pre-contracting or appointment related paperwork with any Carrier prior to soliciting the sale of any product by a Carrier, if required.
1.1.3 You shall not alter, modify, waive, or amend any of the terms, rates or conditions of any advertisement, brochures, applications, policies, contracts, or other materials provided to you by us or any Carrier unless submitted and approved in writing by us or the Carrier. You shall not create any materials agree that reference us or any Carrier unless submitted to and approved in writing by us or the Carrier.
1.2 If you are an agency or business entity, you are responsible for the acts or omissions of your sub producers. Therefore, you must train and supervise them appropriately. They do not have any authority not granted to you. Whatever is required of you is also required of them. We reserve the right to require that each of them execute an Independent Producer Contract or similar document prior to acting through you in connection with the subject matter of this Contract.
1.3 You certify that you have never been convicted of a federal or state felony involving dishonesty or breach of trust; or if so, that you have received written authorization from the applicable state insurance commissioner specifically referencing Section 1033 of the violent Crime Control and Law Enforcement Act of 1994, subsection (3) (2) granting permission to work in the insurance industry. During the term of this Contract, you must notify us if you are convicted of any felony.
1.4 You will use your best efforts to place the sale of insurance product for the Carriers.
1.5 During the term of this Contract (and if the coverage is provided on a “claims made” basis, for a period of four (4) years after termination of this Contract), you shall procure and maintain, at your sole expense, fully insured insurance agent professional liability coverage. Such coverage shall cover you and your employees or other representatives, if any, for activities under this Contract. You must maintain coverage with limits of at least
1.6 Upon request, you shall provide us with satisfactory evidence of such coverage. You shall provide us with at least ten (10) days written notice of any material change in such coverage. In addition, the coverage contract shall require the entity assuming the risk of loss thereunder to provide us at least ten (10) days prior written notice of any contemplated cancellation, non-renewal, reduction in limits of, or material change in the coverage provided. We shall have the right, but not the obligation, to make any payments on your behalf necessary to maintain such coverage in force, and to recover any and all such
1.7 Because you are not our employee, you are solely responsible for reporting and paying any and all taxes imposed or other cost assessed on account of our payment of compensation to you under this Contract. Specifically, you are responsible for all occupational, income, and municipal taxes imposed on you by any Governmental Entity. We will not withhold any amount of compensation for your taxes, including, but not limited to, income tax, social security and Medicare tax, workers compensation taxes or costs, unemployment compensation taxes or costs, or any other tax, cost, fee or charge related to your compensation for services under this Contract.
1.8 You must provide us with written notice at least sixty (60) days’ prior written notice to us of the closing date of any transaction in which: (i) you merge with, or are acquired by, a competitor of ours; or (ii) a competitor of ours acquires substantially all of your assets. Upon request, and subject to any applicable confidentiality restrictions or obligations, you must provide us any and all information about the transaction that we reasonably request. For purposes of this Contract, the term “competitor of ours” includes any entity (including any such entity’s affiliates) that, in the ordinary course of its business, is in direct or indirect competition with us.
1.9 You shall take steps reasonably necessary to ensure that the information you submit to us or any Carrier (including any information contained in any application for any policy) is, to the best of your knowledge (after reasonable inquiry), accurate and complete. You shall immediately notify us if you become aware that any information you submit to a Carrier is inaccurate or incomplete.
1.10 You are an independent contractor with expertise in the insurance industry. Other than as specifically set forth in this Contract, we do not, directly or indirectly, have any control over your business and operations. You are solely responsible for your operations as an insurance producerverifying the accuracy and completeness of all Transactions submitted and processed by Payment Gateway associated with Your account and verifying that all corresponding funds are accurately processed. You acknowledge that we will have no involvement in your product sales other than performing the role as general agency for the Carriers. By performing this limited role, we do not make, fees associated with any and specifically disclaim, any endorsement or approval of any marketing or sales concept, nor do we make any representations to you or any third party regarding the tax, legal or other economic consequences raised all transactions processed through Your account are earned by any marketing or sales concept. You Payment Gateway and shall not construe any statements made or actions taken by us, our employees or agents as tax, legal or other advice regarding any marketing or sales concept, and you shall not represent to any client or other third-party that we or our employees or agents have given any such advice.
1.11 be reimbursed. You acknowledge that we will Payment Gateway shall not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to Your account, Data or Transaction data. Payment Gateway’s liability for unauthorized Transactions or improperly processed Transactions solely attributable to the negligence of Payment Gateway is limited pursuant to Section 13.
(d) You agree not to use, disclose, sell or disseminate any card, cardholder or ACH information obtained in connection with a Transaction except for purposes of completing or settlement of a Transaction and/or resolving chargebacks, retrievals or similar issues involving a Transaction unless required to do so by court order or governmental agency request, subpoena or order.
(e) You agree that You are solely responsible for compiling and retaining permanent records of all Data and Transaction data for Your reference. Except as otherwise provided herein, Payment Gateway shall have no other involvement in the product sales other than performing the role as general agency for the Carriers. By performing this limited roleobligation to store, we do not makeretain, and specifically disclaim report or otherwise provide any endorsement copies of or approval access to any records of any marketing or sales concept, nor do we make any representations to you or any third party regarding the Carriers, tax, legal Transactions or other economic consequences raised Data collected or processed by Payment Gateway. You acknowledge that upon termination of this Agreement, Payment Gateway shall have no obligation to provide You with any Data or Transaction data. You agree that You shall use proper controls for and limit access to all Data or Transaction data. Prior to discard You shall render all Data or Transaction data unreadable and abide by any marketing laws or sales concept. We shall not act, nor be considered, a promoter of any marketing regulations imposed on You for Data or sales concept. You shall not construe any statements made or actions taken by use or our
1.12 You shall not attempt to contract directly with any Carrier for the sale of any products that you can sell through us hereunder, unless we approve so in writingTransaction data destruction and/or disposal.
1.13 You shall comply with the confidentiality and privacy provisions contained in Exhibit A attached to this Contract.
1.14 If you are a business entity, you shall continuously maintain your good standing with the regulatory authorities of your state. You shall notify us immediately if you fail to comply with this paragraph, or if you choose to end or alter the legal entity status you had at this Contract’s inception.
1.15 If a Client, person purporting to represent a Client, or a regulatory authority, notifies you of a complaint about you or us that is related in any way to the subject matter of this Contract, you will immediately notify us. You will cooperate fully with us by answering any and all relevant questions, either orally or in writing, and/or furnishing copies of any and all relevant documents, and/or otherwise assisting us in any manner we may reasonably require.
Appears in 1 contract