Regence
Life and Health
Insurance Company
Regence Life and Health
Insurance Company
Broker/Agent Agreement
THIS AGREEMENT is entered into by and between Regence Life and Health Insurance
Company (the "Company"), an Oregon corporation, and affiliate of The Regence
Group, and FRINGE BENEFIT ANALYSTS (the "Broker/Agent"), an insurance agent
licensed in the State(s) of UTAH.
(page 1 of 4)
1. BROKER/AGENT APPOINTMENT. The Company hereby grants to the Broker/Agent a
non-exclusive, revocable appointment to solicit and secure applications and
renewals of the Company's group health, life and disability contracts. This
appointment shall not limit or prohibit the Company from granting similar
appointments to other agents, nor shall it limit or prohibit the Broker/Agent
from accepting appointments from other companies.
Broker/Agent agrees to comply with all federal, state and municipal laws or
regulations and to pay all taxes, contributions or other sums which may be
levied or assessed upon or in connection with the commissions paid to the
Broker/Agent by the Company.
The Broker/Agent will diligently solicit and secure applications for the
Company's group health, life and disability plans and collect and promptly
transmit to the Company all initial premiums on those applications.
2. LICENSURE. The Broker/Agent warrants that he/she is duly licensed by the
State (s) of Utah ____________________________ as an independent insurance
Broker/Agent, that no license issued to the Broker/Agent for the sale of
insurance, prepaid health care, or hospital or professional benefits has ever
been revoked or suspended, and that the Broker/Agent has never been convicted of
any crime involving moral turpitude or dishonesty. The Broker/Agent agrees to
pay all applicable license fees and taxes.
3. RELATIONSHIP OF PARTIES. The Broker/Agent is not an employee of the Company
and nothing contained in this Agreement shall be construed to create the
relation of employer and employee between the Company and the Broker/Agent.
4. INDEMNITY/ERRORS AND OMISSIONS INSURANCE. The Broker/Agent agrees to
indemnify and hold the Company harmless from any and all liability, loss, cost,
damage or expense including attorney fees and costs arising out of or attributed
to the Broker/Agent's violation of this Agreement or the Broker/Agent's failure
to conform to the provisions of this Agreement. The Broker/Agent shall obtain
and maintain for the duration of this Agreement errors and omissions liability
insurance with minimum policy limits of one million dollars. Broker/Agent will
notify the Company immediately in the event of cancellation of such insurance
and will request Broker/Agent's errors and omissions liability insurer to notify
the Company of any cancellation of Broker/Agent's errors and omissions policy to
the Company upon request. Broker/Agent will provide a copy of the face sheet
from the errors and omissions policy to the Company upon request.
5. COMMISSIONS. While this Agreement remains in effect, the Company shall pay
the Broker/Agent commissions for all new and renewed contracts in accordance
with the rates and terms set forth in the attached Commission Schedule(s). No
commissions shall be paid to the Broker/Agent on any premiums received for a
contract after the contract holder has notified the Company in writing that the
Broker/Agent is no longer servicing that contract. If the Broker/Agent dies, the
Company will pay his/her estate any accumulated commissions which were due at
the time of death, less any debt the Broker/Agent owed to the Company. No
commission will be paid on premium received by the Company after the
Broker/Agent's death. Commission payments to the Broker/Agent shall terminate as
of the effective date of termination of this Agreement.
6. COMMISSION ACCOUNTING. The Company agrees to make periodic accounting to the
Broker/Agent of all commissions paid or payable to him/her since the most recent
previous accounting. The Broker/Agent agrees that such accounting shall be
conclusively deemed correct unless written objection thereto is delivered to the
Company within ninety (90) days after such accounting is mailed to the
Broker/Agent at the most recent address shown for him/her in the records of the
Company, or delivered to him/her in person. The Broker/Agent shall immediately
notify the Company of overpayments and of payments to which the Broker/Agent is
not entitled and shall refund the erroneous payment to the Company or make
arrangements for the erroneous payment to be charged against future commissions
which might become due to the Broker/Agent. Nothing in this paragraph shall
diminish or restrict the Company's right to recover overpayments or commissions
paid in error.
7. ADVERTISING. The Broker/Agent is not permitted under this contract to
advertise the Company in any form. No use of the name, logo, etc. is permitted
by the Broker/Agent for the purpose of advertising the Company or its products.
8. RECORDS. The Broker/Agent shall maintain complete records of all transactions
related to applications which the Broker/Agent receives or transmits and any
other records required by law or regulation. Such records shall be accessible to
the Company upon reasonable requests for the duration of this Agreement and for
one year following termination of this Agreement.
(page 2 of 4)
9. RULES AND PROCEDURES. The Broker/Agent agrees to comply with all rules and
regulations of the Company presently in effect and any additions or amendments
made thereto from time to time. The Broker/Agent further agrees that he/she will
make no representation regarding benefits to be provided by the Company except
through written material furnished for that purpose by the Company. The
Broker/Agent understands and agrees that he/she is not authorized to make any
oral or written change in any form, application or contract furnished by the
Company, or in premium rates quoted by the Company; to require the Company to
quote rates on prospective policies; or to bind the Company in any way.
Broker/Agent shall comply with the Company's Code of Business Conduct, a copy of
which is available upon request.
10. LIMITATIONS. The Company reserves the right to reject or conditionally
accept applications submitted by the Broker/Agent, to refuse to quote on
prospective group contracts solicited by the Broker/Agent, and to refuse any
group contract in force with the Company.
The Broker/Agent's authority to collect premium is limited to the initial
premium from each applicant. The Broker/Agent is not authorized to accept on
behalf of the Company any subsequent premium or other payment.
11. RIGHT TO
DISCONTINUE OR CHANGE. The Broker/Agent understands and agrees that at all times
the Company has the right to discontinue issuing any contract form, to change
the rate or payment basis of the commission payable to the Broker/Agent on one
or more contract forms, except that a change of commission rates will not take
effect until notice of the change has been delivered to the Broker/Agent, and to
discontinue offering any contract form for sale by the Broker/Agent upon
immediate notice.
12. TERM AND TERMINATION. This Agreement shall become effective on the first of
the month following that in which it has been signed by the Broker/Agent and by
an authorized representative of the Company. It shall remain in effect until
terminated by either party. Either party may terminate this Agreement without
cause upon ninety (90) days written notice to the other party of intent to
terminate. Either party may terminate this Agreement for cause upon thirty (30)
days written notice unless such cause for termination is remedied within fifteen
(15) days of receipt of such notice. This Agreement shall terminate
automatically and without notice upon restriction, suspension, revocation or
nullification of the Broker/Agent's license. Termination shall not relieve
either party of any obligation under this Agreement which arose prior to
termination. Upon termination each party shall promptly pay any money owed to
the other, and the Broker/Agent will promptly return to the Company all contract
forms, property, records or other materials furnished by the Company.
13. MODIFICATION. The Company may amend or modify this Agreement and schedules
or attachments hereto at anytime effective upon thirty (30) days advance written
notice to the Broker/Agent. No amendments, modifications, or waiver of any
provision shall be valid unless it is in writing and signed by an authorized
representative of the Company.
14. ASSIGNMENT. Any voluntary or involuntary assignment of the Broker/Agent's
interest under this Agreement, including the right to commissions, shall not be
valid unless the Company has given prior, written consent to the assignment.
15. NOTICE. Any notice required to be given under this Agreement shall be
satisfied if delivered in person or mailed, by first class mail to the Company
at 000 X.X. Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000, Attention: Broker/Agent
Coordinator, Mail Station C-2-A. Notice shall be deemed communicated as of five
(5) days after mailing.
16. GOVERNING LAW/SEVERABILITY. This Agreement shall be governed by the laws of
the State of Oregon. The invalidity or unenforceability of any term or provision
of this Agreement shall not affect the validity or enforceability of any other
term or provision.
17. WAIVER. The failure of the Company to take advantage of any of its rights or
privileges under this Agreement or its forebearance or neglect to cancel or
terminate this Agreement in the event of the Broker/Agent's failure to comply
with their provision hereof shall not constitute a waiver by the Company of any
of its rights or privileges hereunder.
18. MERGER. This Agreement, including any valid attachments, schedules and
amendments, constitutes the entire agreement between the Company and the
Broker/Agent. Any prior agreement between Company and the Broker/Agent
pertaining to the Plan shall have no further force or effect except that any
obligation of either party to the other which arose under the prior contract
shall continue to exist.
(page 3 of 4)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the
Broker/Agent and accepted by the Company as of 2nd day of November 1998.
appointed 11/5/98 (handwritten notation)
BROKER/AGENT REGENCE LIFE AND HEALTH INSURANCE COMPANY
/s/ Xxxxx X. Xxxx /s/ (signature illegible)
-------------------------------- -------------------------------
Manager (Authorized Representative)
(Page 4 of 4)
FORM BG 7073 (4/96)
