MONUMENTAL LIFE INSURANCE COMPANY
Xxxxxxx & Xxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000
XXXXXX XXXXXX OF AMERICA
MANAGING GENERAL AGENT'S CONTRACT
THIS AGREEMENT, made in duplicate this 11th day of April, 1979, by and between
MONUMENTAL LIFE INSURANCE COMPANY, a corporation of the State of Maryland,
hereinafter called the Company, and
(NAME) Xxxxxxx X. Xxxxx, Xxxx X. Xxxxx, Xxxxxxx X. Xxxxx XX, Xxxxx Xxx Xxxxx
and Xxxxx X. Xxxxx DBA Independent Research Agency for Life Insurance
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(ADDRESS) Independent Research Agency for Life Insurance, Executive Suite -
Rowan Building, P. 0. Xxx 0000, Xxxx Xxxxx, Xxxxx 00000
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hereinafter referred to as the General Agent,
WITNESSETH, that in consideration of the mutual covenants hereinafter
contained, the parties hereto agree as follows:
1. TERRITORY - The General Agent is authorized to solicit business in the
following territory but said territory is not assigned
exclusively to him.
ALL STATES IN THE UNITED STATES IN WHICH MONUMENTAL LIFE, THE GENERAL AGENT
AND THE SOLICITING AGENT ARE LICENSED AND AUTHORIZED TO DO BUSINESS AND ALL
MILITARY BASES IN THE UNITED STATES WHERE A REPRESENTATIVE OF THE GENERAL
AGENT IS AUTHORIZED TO DO BUSINESS.
The Company reserves the right to make changes in the Territory or to
withdraw at any time upon 30 days notice to the General Agent.
2. DUTIES
a. The General Agent will solicit applications for life insurance
policies issued by the Company and shall at all times be deemed an
independent contractor and he shall refrain from holding himself
out as an employee, partner, joint venturer, or associate of the
Monumental Life Insurance Company, and nothing contained herein
shall be construed to create the relationship of employer and
employee between the Company and the General Agent.
b. The General Agent will conform to and abide by the Company's
instructions, rules and requirements and will be governed by the
ethics of the life insurance business, the insurance laws and
regulations of the state, province, or country in which he is
authorized to do business, as well as the laws and regulations of
the state insurance departments, the state and the United States.
3. RESPONSIBILITIES AND AUTHORITY
a. The General Agent or any of his representatives shall have no
authority to change, omit, add to, or waive any question, any
provision of the policy of insurance issued by the Company; to
waive forfeitures, extend time of premium payments, quote rates
other than those published by the Company, or to obligate or bind
the Company in any way not specifically authorized by this Contract
or in writing by the President or a Vice-President of the Company.
b. The General Agent shall have the power to appoint and contract with
agents to carry out the purpose of this Contract after the
necessary agent's license shall have been duly secured by or for
such persons. In contracting with agents, the General Agent shall
use without alteration the printed form of agent's contract
approved by the Company. The General Agent shall be responsible to
the Company for all business done by or entrusted to agents or
others appointed by the General Agent and no such agent or
appointee shall have any claim against the Company for commissions
or otherwise. The Company shall at any time have the right to
refuse to accept business from any agent of the General Agent.
c. The General Agent shall be responsible to the Company for all
monies received for or on behalf of the Company by the General
Agent, his Agents or employees and will immediately turn over to
the Company all such monies received, including those paid at the
time any application for insurance is written. Promissory notes are
not acceptable for monies payable to the Company. Should the
General Agent fail to make prompt transfer of monies, then he shall
also be responsible for and indemnify the Company for any loss
suffered in any change in currency rates.
d. The General Agent shall indemnify and save the Company harmless
from any and all expenses, costs, causes of action and damages
resulting from or growing out of unauthorized acts or transactions
of the General Agent or of the General Agent's agents or employees.
e. The General Agent shall not deliver any policy except where
coverage has been provided under a conditional receipt and the
policy was issued as applied for, unless all insureds thereunder
(and premium payer if a Payer Benefit Rider is included) are in
good health at the time of delivery of said policy and unless the
first premium for the same has been fully paid or premiums are
payable under a military mode and an allotment request has been
duly filed and registered. If a conditional receipt was given for a
non-placed policy, it is to be returned with the policy.
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f. The General Agent shall not publish, distribute or circulate
advertising of any character on behalf of the Company without prior
written consent of the Company and the Company warrants that it
will advise the General Agent of its decision on such
advertisement material within thirty (30) days from date of
mailing by General Agent; otherwise, such material shall be deemed
approved.
INITIALS
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g. The General Agent, without first securing written consent of the
Company, will not fix liability on the Company for licenses or
taxes which might be required as a Company license fee or tax.
4. GENERAL PROVISIONS
a. The Company will have the full authority to act or not to act on
any application submitted by the General Agent. No right of action
against the Company will arise because of refusal, delay or
postponement by the Company, for any reason to issue a policy on
any application submitted by the General Agent.
b. The Company may prescribe the form, plan, and character of policies
for which application will be accepted for consideration of
issuance and may from time to time change or discontinue any form,
plan, or character of policy now or hereafter in use upon sixty
(60) days written notice to General Agent; provided, however, that
in the event the Company is required to discontinue any such form
by order or directive of a regulatory authority, then such
discontinuance shall take effect upon written notice to the General
Agent.
c. The General Agent shall bear all the expenses incurred in the
performance of this Contract and shall receive as full compensation
the remuneration recited in the Compensation Schedule attached
hereto.
d. [Further, no commissions will be allowed or paid on any premiums
waived by the Company under a disability provision or under a payer
clause or under any other policy provision or for any other purpose.]
e. The General Agent shall be responsible for the acts of his agents
and obligations when the same are due and unpaid from the agent to
the Company, and the said General Agent shall, on demand, pay the
Company the amount of such debt and shall likewise pay any amount
due from himself to the Company upon demand. Such debt due the
Company may at any time be offset against any commissions, service
fees, bonuses or other remuneration, if any, accrued or to accrue
to the General Agent or to one of his agents.
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f. Whenever the term "advance" is used, the same shall nevertheless
be construed to mean a loan. The General Agent agrees to indemnify
the Company for any fees and expenses that the Company may incur in
the collection of any indebtedness owing by one of his agents or
for any legal action brought by or against the General Agent or
any agent under him, to which the Company may be a party, and it
is agreed that the Company may, if it so desires, employ its own
counsel in defense of any legal proceeding to which it may be made
a party, and all expense of such litigation, including costs and
attorney fees, shall, in any event, be paid by the General Agent.
g. In the event that a dispute shall arise between General Agent and
his agent concerning any commission fees, or any other
remuneration due him from the General Agent, it is agreed that in
said event Company, after giving reasonable notice in advance to
General Agent, may pay such agent the commission fees or any other
remuneration due him and offset such payments against any monies
due or to become due the General Agent, but the Company shall not
be obligated to make such payments due him by the General Agent.
INITIALS
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h. The Company reserves the right upon sixty (60) days written notice
to General Agent to revise the terms of this Contract, including
commissions on any one or all of the policies, at any time it deems
such revision advisable but such revision(s) with respect to
commissions will apply only to insurance thereafter issued;
provided, however, that in the event the Company is required to
revise the terms of one of its contracts by an order or directive
of a regulatory authority, then such revision shall take effect
upon written notice to the General Agent.
i. This Contract will be the sole and only contract between the
Company and the General Agent, and any changes or interlineations
made therein will be invalid unless signed and dated by the General
Agent and the President or a Vice President of the Company. Any
modifications of this Contract must be by written addendum executed
by the President, or a Vice President of the Company and the
General Agent.
j. Failure of either party hereto to enforce or insist upon any of the
provisions of this Contract in any instance(s) will not be
construed as a waiver of its rights to enforce or insist upon such
provision(s) either currently or in the future.
k. This Contract is not transferable. No rights or interests arising
therefrom will be subject to assignment except with the written
consent of the Company.
l.
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m. Commissions, if any, will be determined by the Company in any and
all of the following cases:
1. On account of change in plan, benefits, or amount of policy,
or on any issued within one (1) year before or after a former
policy on the same life has lapsed, been suspended, or
converted into paid-up or extended insurance on when a policy
cannot be issued as a normal classified risk or when special
reinsurance arrangements are required.
2. On a Family Rider, the placement of which results in or causes
any policy or policies issued by the Company on the life of
the husband (Insured under said Family Policy) or any members
of his immediate family to lapse, be suspended, or converted
into paid up or extended insurance within a period of six (6)
months prior or subsequent to the date of issue of the Family
Policy or Family Rider.
3. On account of the conversion of a Term policy or Rider to a Life
or Endowment policy on either an original age basis or an
attained age basis.
n. Neither first year commissions, renewal commissions, bonuses, nor
service fees will be payable on any premium which has been paid in
advance until such premium actually falls due.
o. In the event of default for a period of sixty (60) days from the end
of the grace period in the payment of a premium on a policy written
under this Contract, if the policy is subsequently reinstated, except
through the instrumentality of the General Agent, the Company will not
be liable to the General Agent for further remuneration thereon. In
case of the termination of this Contract, except by death of the
General Agent or by being superseded by another Contract with this
Company, the said sixty (60) day period will be reduced to thirty
(30) days.
p. The Company will from time to time, at its option, offer new plans
of insurance not listed in the Commission Schedule of this
Contract, which will be included under this Contract and may be
sold by the General Agent. The Commission Schedule applicable to such
policies will be announced by the Company by letter addressed to the
General Agent at the time such policies are introduced and the General
Agent agrees to be bound by the commissions set forth by the Company
in such letter.
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5. TERMINATION
This Agreement shall be terminated by the giving by either party hereto
sixty (60) days' advance written notice prior to any such termination,
said notice mailed or delivered to the last known address of either
party, and in no other manner, except in instances in which the General
Agent is adjudicated a bankrupt or has failed to comply with the
insurance laws and regulations of the state, province, or country in
which it is authorized to do business, the laws and regulations of the
state insurance department, the state, and United States, the General
Agent may be terminated automatically by the Company.
6. SERVICE FEES DEDUCTION
A service fee deduction of 2% of annual premiums then being received and
retained by the Company will be made from any renumeration due to the
General Agent, if after termination of this Contract, the General Agent
does not exercise due diligence in servicing and conserving business
written under this Contract.
7. VESTING
Subject to the provisions in paragraphs 4(e) and 6, above, all
commissions, renewals, Service Fees and other remunerations are fully
vested in the General Agent, except that if this Contract is terminated
for any reason, all renewal commissions will cease if the General Agent
was due less than Five Hundred Dollars ($500.00) in total remuneration
under the terms hereof during the previous calendar year.
8. DAMAGES FOR REPLACEMENT
At any time while this contract is in efect or after it is terminated,
the General Agent warrants to the Company that he shall not nor permit his
Agency to conduct a systematic inducement of policyholders of the Company
or relinquish a policy with the Company. Should a systematic replacement
of policies, defined as that annual amount greater than or equal to one
percent (1%) of the annualized premiums in force on policies less than or
equal to the preceding fifteen (15) years' duration from the date of issue
of the policies underwritten by the General Agent, with the Company occur,
then the present value of future profits pertaining to those replaced
policies shall be deducted from any and all remuneration payable thereafter
to the General Agent as appropriate damages thereto.
9. The Company shall agree that notice of demand for repayment of any amounts
due shall not be given until in the COmpany's judgment, the deferred first
year commissions due will be insufficient to repay any outstanding balance
due.
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10. The Company agrees that it will not, either during or after the term of
this Contract, furnish information to its agents, directly or through
others, or to any other third party, other than a regulatory authority
upon receiving due request concerning sales materials and
presentations, merchandising methods of the General Agent or any other
trade secrets and copyrighted materials, programming procedures, or
client or agent lists or information identified by the General Agent as
confidential.
11. The Company agrees that it will not impose more restrictive underwriting
rules on military personnel than those in effect at the date of this
Contract unless there is a concern of war or threat of war or military
action (declared or undeclared), persistency of business, amount of
claims or other condition which can be reasonably expected to affect the
profitability of the business.
12. The Company agrees that it will not during or after the term of this
Contract, assign, sell, or transfer any portion of the General Agent's
business unless it is part of an overall transaction deemed to be in the
best interest of the Company.
13. The Company and General Agent agree that during the term of this
Contract and for two years thereafter, neither will knowingly license,
contract or offer employment to any General Agent or agents of a General
Agent, Sub-agent or employee of the other party hereto without written
approval of the other party.
14. It is understood and agreed that this Contract cancels and supersedes all
previous Contracts and Agreements, and it is further agreed that this
Contract shall be binding upon the parties hereto, their successors and
assigns.
15. The "Managing General Agent" of the General Agency (Partnership) is
authorized to act on behalf of, and execute documents for all partners.
/s/ [ILLEGIBLE] /s/ Xxxxxxx X. Xxxxx
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WITNESS XXXXXXX X. XXXXX, MANAGING GENERAL AGENT
INDEPENDENT RESEARCH AGENCY
FOR LIFE INSURANCE
/s/ [ILLEGIBLE] /s/ Xxxxx X. Xxxxxx
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WITNESS XXXXX XXXXXX, PRESIDENT
MONUMENTAL LIFE INSURANCE
COMPANY
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ADDENDUM TO GENERAL AGENT'S CONTRACT
WITNESSETH, that in consideration of the mutual covenants hereinafter
contained, notwithstanding the General Agent's Contract to which this Addendum
is attached hereto, the following undersigned parties further agree as follows:
PARTNERSHIP
(a) That the partnership heretofore formed by the undersigned parties
shall be deemed General Agent as provided in the General Agent's
Contract to which this Addendum is attached. It is further
understood that such partnerhsip shall be recognized by Monumental
Life upon the duly authorized signature of a representative of
Monumental Life.
(b) The parties named in the Managing General Agent's Contract to which
this Addendum is attached are the sole partners to such
partnership, there being no silent partners to such partnership nor
additional individuals who may become partners of such partnership
at a later date.
(c) That any change in such partnership shall be promptly notified in
writing to the Company, and any change must be acknowledged by the
Company which may require signatures of the respective parties to
the partnership.
(d) That upon the dissolution of the partnership for whatever reason,
the remaining partner (or partners) and any appointees, and sub-agents
recruited by such partnership shall continue in their respective
capacities.
(e) The partners further agree that any debts on monies becoming due and
owing Monumental Life for wahtever reason, shall be considered the
debts of the partnership as well as the partners individually and that
Monumental Life may elect to hold either the partners or the
individual partners liable.
/s/ [ILLEGIBLE] /s/ Xxxxxxx X. Xxxxx
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WITNESS XXXXXXX X. XXXXX, MANAGING GENERAL AGENT
INDEPENDENT RESEARCH AGENCY
FOR LIFE INSURANCE
/s/ [ILLEGIBLE] /s/ Xxxxx X. Xxxxxx
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WITNESS XXXXX XXXXXX, PRESIDENT
MONUMENTAL LIFE INSURANCE
COMPANY
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