AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT
AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT
Transamerica Financial Life Insurance Company (formerly AUSA Life Insurance Company, Inc.), Variable Insurance Products Fund III and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated August 31, 2000, as amended, by doing the following:
1.
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A new Article XIII. is hereby added to the Agreement as follows:
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Article XIII. Confidentiality
13.1. Confidentiality. For purposes of this Agreement, "Proprietary Information" shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, including, but not limited to confidential customer lists, information relating to customer accounts, and other proprietary and confidential information related to a Party's business or customers, or owned by a Party's customers; provided, however, that nothing in this paragraph or otherwise shall be deemed to prohibit or restrict either Party or their affiliates in any way from soliciting any product or service directed at, without limitation, the general public, any segment thereof or any specific individual provided such solicitation is not based upon any such Proprietary Information. The term "Proprietary Information” shall not include (i) information lawfully in the possession of a Party or its affiliates prior to its receipt from the other Party and without obligation of confidentiality; (ii) information which, without any fault of the other Party, is or becomes available in the public domain; (iii) information subsequently disclosed on a non~confidential basis by a third party not known by the disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; (iv) information that is independently developed by a Party; (v) information communicated with the express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process.
Neither Party gains any ownership of the other Party’s Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party.
Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party shall hold the Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party.
Each Party acknowledges that either Party delivering confidential customer information
may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the laws and regulations of the Commonwealth of Massachusetts.
The provisions found in this Article XIII. on Confidential Information will survive any expiration or termination of the Agreement.
2. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Amended Schedule A attached hereto.
3. This Amendment may be signed in counterparts.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized signatures, intending that this Amendment be effective as of the 1st day of May, 2011.
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
VARIABLE INSURANCE PRODUCTS FUND III
By: /s/ Xxxxx Merhrmann
Name: Xxxxx Merhrmann
Title: Deputy Treasurer
FIDELITY DISTRIBUTORS CORPORATION
By:
Name:
Title:
Schedule A
Separate Accounts and Associated Contracts
Name of Separate Account and Products
Date Established by Board of Directors Funded by Separate Account
TFLIC Series Life Account TFLIC Financial Freedom Builder
(est. October 24, 1994)
TFLIC Freedom Elite Builder
Separate Account VA BNY Transamerica LandmarkSM NY Variable Annuity
(est. September 27, 1994)
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under the marketing name: “Transamerica LandmarkSM Select NY”
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TFLIC Series Annuity Account TFLIC Freedom PremierSM
(est. March 20, 2001)
TFLIC Separate Account VNY Advisor’s Edge® NY Variable Annuity
(est. December 14, 2004)
TFLIC Separate Account C MarqueeSM Variable Annuity
(est. November 4, 1994)
Separate Account VA WNY Flexible Premium Variable Annuity - H
(est. August 31, 2004) under marketing name: “Transamerica LibertySM
NY”
Separate Account VA YNY Flexible Premium Variable Annuity - N
(est. September 13, 2007) under marketing name: “Transamerica AxiomSM
NY”
Separate Account VA PP Flexible Premium Variable Annuity – R
(est. March 29, 2011)
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under marketing name: “Transamerica Advisor EliteSM Variable Annuity (NY)”
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S:\fundcomp\REORGANIZATION\Agreements\Participation Agreements\Fidelity\Fidelity TFLIC\AMEND 7 TFLIC - Fidelity VIP III - 05-01-11 (FINAL).doc