TRANSITION AGREEMENT FOR SERVICES BY AXA NETWORK, LLC AND ITS
SUBSIDIARIES TO THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Agreement made as of the 1st day of January, 2000 between THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York stock life insurance
company ("Equitable Life"); AXA NETWORK, LLC, a Delaware limited liability
company; and AXA Network, LLC's direct or indirect subsidiaries (AXA Network,
LLC and such subsidiaries hereinafter referred to as "AXA Network").
WHEREAS, both Equitable Life and AXA Network are indirect wholly-owned
subsidiaries of AXA Financial, Inc.;
WHEREAS, pending the conversion of Equitable Life's agency structure
from a branch office to a general agency system and the completion of licensing
of AXA Network as a general agency in a particular jurisdiction and subject to
applicable law, Equitable Life desires to utilize AXA Network personnel,
property and services in carrying on and developing its business and supporting
its agents, and AXA Network is willing to furnish the same on the terms and
conditions hereinafter set forth; and
WHEREAS, AXA Network desires to be reimbursed for its costs and
expenses incurred in rendering such services to Equitable Life;
NOW, THEREFORE, the parties do hereby agree as follows:
1. AXA Network may provide to Equitable Life various personnel,
property and services in order to assist Equitable Life in carrying on and
developing its business and supporting its agents. The services to be furnished
may include, without limitation, support for solicitation and servicing of
insurance products, management, human resources, administrative, marketing,
communications, technology, and data processing. AXA Network services shall not
include any services provided to Equitable Life by AXA Network pursuant to
separate agreements.
2. Equitable Life shall pay the actual costs (direct and indirect) and
expenses incurred by AXA Network in furnishing personnel, property and services
pursuant to this Agreement. In determining the basis for the apportionment of
costs and expenses, specific identification or estimates based on time, company
assets, square footage or any other mutually agreeable method providing for a
fair and reasonable allocation of costs and expenses may be used provided such
method is in conformity with generally accepted accounting principles and with
the requirements of Section 1505(a) of the New York Insurance Law and New York
Insurance Department Regulation No. 33. The charge to Equitable Life for such
apportioned expenses shall be at cost as described in this Section 2.
3. Within 45 days after the end of each calendar quarter, and more
often if desired, AXA Network shall submit to Equitable Life a statement of
apportioned expenses showing the basis for the apportionment of each item.
Settlement, which shall be on a cost basis, shall be made 45 days thereafter.
The statement of apportioned expenses shall set forth in reasonable detail the
nature of the costs and expenses being apportioned and other relevant
information to support the charges.
4. Each of Equitable Life and AXA Network shall have the right to
conduct an audit of the other's books, records and accounts, giving reasonable
notice of its intent to conduct such an audit. In the event of such an audit,
each shall give to the other reasonable cooperation and access to all books,
records and accounts necessary to the audit.
5. Each of Equitable Life and AXA Network shall be and remain sole
owner of its records, including but not limited to business and corporate
records, regardless of the use or possession by either of the other's records.
Equitable Life and AXA Network shall each individually maintain separate books,
accounts and records in respect to personnel, property and services provided
under this Agreement and shall cooperate and use reasonable efforts to prepare
and/or obtain in a timely fashion any and all books, accounts, records or other
documentation as may be necessary or desirable in connection with this Agreement
and/or the personnel, property or services provided hereunder.
6. The books, accounts and records of Equitable Life and AXA Network as
to all transactions between them under this Agreement shall be maintained so as
to clearly and accurately disclose the nature and details of the transactions,
including such accounting information as is necessary to support the
reasonableness of the charges under this Agreement.
7. Should an irreconcilable difference of opinion between Equitable
Life and AXA Network arise as to the interpretation of any matter respecting
this Agreement, it is hereby mutually agreed that such differences shall be
submitted to arbitration as the sole remedy available to the parties. Such
arbitration shall be in accordance with the rules of the American Arbitration
Association, the arbitrators shall have extensive experience in the insurance
industry, and the arbitration shall take place in New York, New York.
8. The term of this Agreement shall commence as of the effective date
of this Agreement and continue until terminated by either Equitable Life or AXA
Network on not less than 60 days prior written notice to the other or by an
agreement in writing signed by all parties specifying the effective date of
termination.
9. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York.
10. No assignment of this Agreement shall be made by either Equitable
Life or AXA Network without the prior written consent of the other.
11. Subject to Section 10 above, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the parties hereto.
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
UNITED STATES
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice Chairman and Chief Financial
Officer
AXA NETWORK, LLC
AXA NETWORK OF ALABAMA, LLC
AXA NETWORK OF CONNECTICUT, MAINE AND NEW YORK, LLC
AXA NETWORK INSURANCE AGENCY OF
MASSACHUSETTS, LLC
EQUISOURCE OF NEVADA, INC. (to be renamed AXA Network
Of Nevada, Inc.)
EQUISOURCE OF PUERTO RICO, INC. (to be renamed
AXA Network Of Puerto Rico, Inc.)
EQUISOURCE OF NEW YORK, INC. as agent for
EQUISOURCE INSURANCE AGENCY OF TEXAS, INC.
(to be renamed AXA Network Insurance
Agency of Texas, Inc.)
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
