Exhibit 10.17
AGENT ACCESS AGREEMENT
This Insurance Agreement (hereinafter the "Agreement") is made by and between
Allstate Insurance Company, an Illinois property and casualty insurance
company, located in Northbrook, Illinois (hereinafter "AIC"), Allstate New
Jersey Insurance Company, an Illinois property and casualty insurance company
located in Bridgewater, New Jersey, (hereinafter "ANJ") Allstate Life
Insurance Company, an Illinois life and health insurance company, located in
Northbrook, Illinois (hereinafter "XXXX"), and Allstate Bank, a federal
savings association, located in Vernon Hills, Illinois (hereinafter the
"Bank"). This Agreement is executed this 17th day of March, 2004, and shall
be effective as of January 1, 2002.
WHEREAS, AIC, ANJ and XXXX have developed a network of employee agents and
independent contractor agents soliciting insurance and other financial services;
and
WHEREAS, the Bank offers or will offer various consumer deposit and savings
products and services, and consumer loan products and services, as more fully
described in this Agreement; and
WHEREAS, the Bank desires to utilize AIC's, ANJ's and XXXX'x network of agents
to offer the Bank's consumer deposit and savings products to customers of AIC,
ANJ and XXXX (hereinafter "Bank Products");
NOW, THEREFORE, the parties, in consideration of the mutual covenants,
agreements and promises hereinafter contained, do hereby agree as follows:
A. RESPONSIBILITIES OF AIC, ANJ, AND XXXX
1) AIC and ANJ do not object to the Bank's utilization of the respective AIC
and ANJ agents (hereinafter "Agents"), and XXXX does not object to the
Bank's utilization of the Exclusive Financial Specialists (hereinafter
"EFSs"), for, among other things, the solicitation of Bank Products,
referral of customers to the Bank and assisting customers with respect to
Bank Products.
2) AIC, ANJ and XXXX may, at any time and at their sole discretion, choose to
exclude certain Agents and EFSs from participation in the solicitation of,
and customer referral for, the Bank Products by providing the Bank with a
list of those Agents' and EFSs' names and instructions that they be
excluded. The Bank agrees that, immediately upon receipt of such list, it
will refrain from accepting any application for Bank Products or customer
referral submitted by an Agent or EFS so excluded. Applications for Bank
Products already accepted by the Bank will not be affected by this
Paragraph 2.
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3) In the event an Agent has terminated his or her agreement with AIC or ANJ,
as the case may be, or an EFS has terminated his or her agreement with
XXXX, the Bank shall be notified by the terminating company of such fact.
B. RESPONSIBILITIES OF THE BANK
1) The Bank agrees that it will conduct, or arrange to have conducted,
introduction orientation programs and education programs from time to time
for Agents and EFSs, at no cost to, and no responsibility on the part of,
AIC, ANJ or XXXX. The schedule to be followed shall be mutually agreed upon
by the parties.
2) The Bank shall have the right, at its option, to terminate, for cause or
otherwise, the authorization of any Agent or EFS as its agent. The Bank will
notify AIC, ANJ or XXXX, as the case may be, of the termination of
authorization of any Agent or EFS.
C. COMPENSATION TO AGENTS
1) Compensation payable to Agents and EFSs as contemplated under this Agreement
will be remitted by the Bank to Agents and EFSs by utilizing AIC's, ANJ's,
and XXXX'x compensation system.
2) Within fifteen (15) days after the end of each month, the Bank shall provide
to AIC, ANJ and XXXX a written accounting, specifying the compensation
payable on all business under this Agreement during the previous month.
D. CONFIDENTIALITY
Any information regarding the Bank, its business or customers ("Confidential
Information") will be held in strict confidence by AIC, ANJ, and XXXX.
Confidential Information will not directly or indirectly be divulged, disclosed,
sold or communicated to any other person or entity or used for any purpose other
than such purposes as are expressly contemplated by this Agreement, except as
otherwise required by judicial or regulatory authorities having jurisdiction in
respect thereof, and except as otherwise allowed under applicable privacy laws
and regulations.
E. TERM AND TERMINATION
This Agreement shall be effective as of the date first written above and shall
remain in force until terminated as provided herein.
1) If any party breaches any material term or condition of this Agreement, the
other parties may send written notice by certified, registered, or express
mail to such party specifying the breach. In the event the breach is not
cured within sixty (60) days thereafter, the aggrieved party may immediately
terminate this Agreement upon written notice to the other parties by
certified, registered or express mail.
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2) Any party may terminate this Agreement without cause by sending written
notice by certified, registered, or express mail to the other parties, such
notice having been sent not less than sixty (60) days prior to the date upon
which termination shall take effect.
3) At any time upon the written mutual consent of the parties.
F. WAIVER OR MODIFICATION INEFFECTIVE UNLESS WRITTEN
It is agreed that no waiver or modification of this Agreement or any covenant,
addition, or limitation herein contained shall be valid unless agreed to in
writing by authorized representatives of all parties and further that any waiver
or modification shall not be offered or received in evidence in any proceeding
or litigation between the parties hereto arising out of or affecting this
Agreement or the rights or obligations hereunder, and the parties further agree
that the provisions of this Section F may not be waived except as herein set
forth.
G. SEVERABILITY
The invalidity or unenforceability of any provision or clause or portion thereof
of this Agreement shall in no way impair or affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
H. WAIVER OF BREACH
The failure to insist upon strict compliance with any of the terms, covenants or
conditions hereof shall not be deemed a waiver of such terms, covenants or
conditions.
I. NOTICES
All notices which are required to be in writing shall be given by registered,
certified, or express mail, or by fax, sent to the respective parties at the
address indicated below or at such other address as may be required in writing
by any party as to its own address:
IF TO THE BANK:
Allstate Bank
000 Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Attn: President
IF TO AIC:
Allstate Insurance Company
0000 Xxxxxxx Xxxx
0
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Secretary
IF TO ANJ:
Allstate New Jersey Insurance Company
000 X.X, Xxxxxxx 000/000, Xxxxx 000
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Attn: Regional Counsel
IF TO XXXX:
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Secretary
Each notice will be effective upon receipt.
J. ENTIRE AGREEMENT
This Agreement embodies the entire understanding between the parties, and all
prior correspondence, conversations, and memoranda are merged herein and are
replaced hereby, and no change, alteration, or modification hereof may be made
except in writing and signed by authorized representatives of all parties
hereto.
K. BINDING EFFECT
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
L. CONTROLLING LAW
This Agreement is entered into and shall be governed by the laws of the State of
Illinois.
M. EXPENSES
All expenses and costs incurred by the Bank in connection with the performance
of its duties under this Agreement, including but not limited to, mailing
labels, stationary packages, and marketing materials, shall be borne by the
Bank, except as stated herein.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
duly authorized officers,.
ALLSTATE BANK.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: President
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ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Treasurer
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ALLSTATE INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Vice President and Treasurer
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ALLSTATE NEW JERSEY INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Vice President and Treasurer
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