AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
SALES AGREEMENT
(With Commission Schedules)
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION, Tower One, Corporate Drive.
P. 0. Xxx 000, Xxxxxxx, XX 00000
SALES AGREEMENT
Definitions
1.1 "We," "Our" or "Us" refers to American Skandia Life Assurance Corporation
and, with respect to contracts registered as securities with the SEC, Skandia
Life Equity Sales Company, Inc., which serves as principal underwriter for such
contracts.
l.2 "You" or "Your" refers to the person(s) or organization(s) being appointed
under this contract as Our Dealer and named as such in the Schedule and to the
extent, and only to the extent as set out in such Schedule, as our agent.
1.3 "Schedule" is (are) the specifications page(s) attached to and made part of
this Sales Agreement.
1.4 "Contracts" are those Insurance and/or annuity plans set out in the
Schedule.
1.5 "SEC" is the Securities and Exchange Commission.
1.6 "NASD" is the National Association of Securities Dealers, Inc.
1.7 "Broker/Dealer" and or "Dealer" is a broker/dealer registered with the SEC
and a member of the NASD with respect to contracts registered as securities with
the SEC. "Dealer" is an insurance agency or agent with respect to contracts not
registered as securities with the SEC.
1.8 "Agreement" is this Sales Agreement.
1.9 "Home Office" is our office at Xxxxx Xxx, Xxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxxxx 00000-0000.
2.0 Appointment
We hereby appoint you as Our Dealer for the solicitation and procurement
of applications for Contracts in all states in which we are authorized to do
business and in which You are properly licensed and appointed, without exclusive
representation. You may also be appointed as Our agent for purposes of state
insurance law, as set out in the agreement, or schedule hereto.
2.0 Authority
3.1 You have the power or authority to represent Us only to the extent expressly
granted in the Agreement. No further power or authority is implied.
3.2 Nothing contained in this Agreement is intended to create a relationship of
employee and employer between You and Us. You, and any agents appointed by You,
are an Independent contractor in relation to Us. While You are free to exercise
Your own judgment as to the time, place and means of performing all acts under
this Agreement, all such actions must conform to all our regulations not
unreasonably interfering with freedom of action or judgment.
3.3 This Agreement terminates any and all previous agreements between You and Us
relating to the subject matter hereof. However, execution of this Agreement
shall not affect any obligations which have already accrued under any prior
agreement.
3 4 You are authorized to collect only the initial premiums for each line of
business unless specifically set out in the Schedule.
3.5 You may procure and solicit applications for Contracts through agents
appointed by you. Each such appointment is subject to Our approval. We are not
liable and take on no obligations under any Contract between You and any agent
unless We have agreed to do so in writing. Agents must be duly licensed for the
appropriate lines of business under the applicable laws and by the proper
authorities in each jurisdiction in which You propose to solicit and procure
applications for Contracts. Agents must indicate in each application for a
Contract that it has been solicited on Your behalf.
3.6 You must supervise any Agents you appoint for solicitation and procurement
of Contracts. At all times you are responsible for all acts and omissions for
each agent within the scope of his or her agency appointment. You shall exercise
all responsibilities required by the applicable Federal and state laws and
regulations. Additionally, You shall supervise Your agents to act in accordance
with Your responsibilities under the following sections of this Agreement: 6.1,
6.2, 6.9, 6.10, 6.11, 7.1 and 7.2. We shall not have any responsibility for the
supervision of any of Your agents.
3.7 We may, by written notice to You, refuse to permit any of Your agents to
solicit or procure applications for the sale of any of the Contracts. By such
notice We may also require You to cause any of Your agents to cease such
solicitation or procurement, and/or require You to cancel the appointment of any
of Your agents.
4.0 SEC Registered Contracts
4.1 If you are a Broker/Dealer, You agree that You have full responsibility for
the training and supervision of all persons, including Your agents, employees
and/or other affiliated persons or organizations, who are engaged directly or
indirectly in the offer or sale of Contracts that are registered with the SEC.
You also agree that all such persons or organizations shall be subject to Your
control with respect to their activities in connection with such Contracts. You
must certify to Our satisfaction the qualifications of all such persons or
organizations. You must notify us immediately if any such person or organization
ceases to be Your registered representative or ceases to be qualified in any
manner to sell, procure or in any way service such Contracts.
4.1.1 You shall fully comply with the requirements of the NASD and the
Securities and Exchange Act of 1934 and all other applicable Federal or state
laws. You shall establish such rules and procedures as may be necessary to cause
diligent supervision of the securities activities of Your agents, employees
and/or affiliated persons or organizations. Upon Our request, you shall furnish
in a timely fashion any records necessary to establish such diligent
supervision.
4.1.2 Each of Your agents will not be permitted to solicit and procure
applications for Contracts until You and that agent have entered into an
agreement appointing that person or organization as both Your agent and
registered representative. Under that agreement, such agent must agree: (a) that
his or her selling activities relating to the Contracts will be under Your
supervision and control; and (b) that his or her right to continue to solicit
and procure such Contracts is subject to his or her continued compliance with
such agreement.
4.1.3 Should one of Your agents fail or refuse to submit to Your supervision in
accordance with both this Agreement and the agreement noted above in Section
4.1.2, or if such agent otherwise fail to comply with your rules or meet Your
standards, You shall immediately: (a) notify such agent that he or she is no
longer authorized to solicit or procure Contracts; (b) take whatever additional
action is necessary to terminate sales activities of such agent in relation to
the Contracts: and (c) notify Us that You have terminated such agent's
authority.
4.2 If You are not a Broker/Dealer but a member of an affiliated group of legal
entities one of which is a Broker/Dealer and a party to this Agreement. You
agree that with respect to contracts registered with the SEC, Your agents shall
be registered representatives of such Broker/Dealer.
4.2.1 As appropriate, any reference in this Agreement to You shall apply equally
to such Broker/Dealer.
4.2.2 You hereby direct Us to pay any compensation due under paragraph 5 of this
Agreement to such Broker/Dealer.
4.3 You shall not solicit or procure any Contracts registered with the SEC or
permit any agent to do so until You have been appointed as a registered
representative of Skandia Life Equity Sales Company, Inc. if You are neither a
Broker/Dealer nor a member of an affiliated group of legal entities one of which
is a Broker/Dealer.
4.4 All other provisions of this Agreement apply to the sale of Contracts
registered with the SEC.
5.0 Compensation
5.1 We pay You as full compensation under this Agreement, commissions and/or
service fees on premiums to Us while this Agreement is in effect on account of
Contracts issued upon applications procured under this Agreement.
5.2 We pay commissions and/or service fees in relation to Contracts in the
amounts and for the periods of time set out in the Schedule which is in effect
at the time such Contracts are sold.
5.3 Schedules are subject to change upon written notice to You. Such changes
shall not affect compensation due on either premiums or applications received
for contracts later issued if receipt at Our Home Office occurs prior to the
effective date of a change.
5.4 Any current or subsequent Schedule may provide other or additional
conditions regarding compensation and if so, will be controlling to the extent
of other or additional conditions.
5.5 Compensation is payable only on applications We accept, and only after We
receive at Our Home Office both the required premium and any outstanding
delivery requirements as established by law, regulation or by Us.
5.6 No compensation is payable on premium (other than premiums on health
insurance contracts) we waive under any "waiver of premium" provision.
5.7 You agree to repay to Us in full the total compensation paid to You on any
Contract premium. We return for any reason any amounts related to such premium.
You agree to repay such compensation within thirty (30) business days of notice
to You of such a return of amounts relating to premium.
5.8 Any compensation otherwise payable to You in accordance with this Section 5
shall be reduced by any amount payable: (1) on Your behalf and on Your
instructions directly to any person or organization appointed by You and Us;
and/or (2) to a resident licensed agent in a state which requires the
countersignature by, or the effectuating of insurance through, a resident
licensed agent.
Any compensation shall cease to be payable on and after termination of this
Agreement if such occurs for one or more of the reasons specified in Section
8.2.
5.10 We shall not be obligated to pay any compensation related to Contracts
registered with the SEC if You are disqualified for continued registration with
the NASD, as such would represent a violation of NASD rules. In such event, We
shall hold any compensation due in "escrow" from the date of such
disqualification, provided You (a) commence an appeal to the NASD within 180
days following the disqualification notice; (b) actively pursue such appeal, and
(c) notify Us of such appeal. Should Your NASD registration be reinstated, all
compensation due or becoming due to You during the period of disqualification
shall be immediately paid, without interest, provided this does not violate any
NASD rules or regulations in effect at said time.
6.0 General Provisions
6.1 You shall cooperate with Us in the investigation and settlement of all
claims against You, and of Your agents and/or Us relating to the solicitation or
procurement of Contracts under this Agreement. You shall promptly forward to Us
at Our Home Office any notice of claim into Your possession.
6.2 You shall keep full and accurate records of the business You transact under
this Agreement and shall forward to Us such reports of said business as We may
prescribe. We have the right to examine and inspect said records at reasonable
times. All rate books, manuals, forms. supplies, and any other properties
furnished by Us and in Your possession shall be returned to Us Immediately on
termination of this Agreement.
6.3 You shall bear all of Your expenses incurred in the performance of this
Agreement.
6.4 It is Your duty under this Agreement to obtain applications for the
contracts, and, where appropriate, to conserve and renew coverage placed with
Us.
6.5 All applications for Contracts are subject to Our acceptance. We reserve the
right to prescribe conditions, rules and regulations for the offer and
acceptance of its Contracts, which may be changed from time to time. Such
conditions, rules and regulations, and changes to such, will be forwarded to
your last known mailing address.
6.6 We reserve the right to modify, change or discontinue the offering of any
form of Contract at any time in any jurisdiction.
6.7 No waiver or modification of this Agreement will be effective unless it is
in writing and is signed by one of Our duly authorized officers, and by You or
one of Your duly authorized officers.
6.8 Our failure to enforce any provision of this Agreement shall not constitute
a waiver of any such provision. Our past waiver of a provision shall not
constitute a course of conduct or a waiver in the future of that provision.
6.9 You shall forward to Us at Our Home Office, by certified mail, any legal
process or notice served on You in a suit or proceeding against You.
6.10 You may not use any advertising material, prospectus, proposal or
representation, either in general or in relation to a Contract, unless furnished
by Us or until You obtain Our prior consent. You shall cease using any such
materials or making any such representation upon receipt of notice that such
materials are no longer available for such purposes. You shall not issue or
recirculate any illustration, circular, statement or memorandum of any sort
which misrepresent the terms, benefits or advantages of any Contract issued by
the Company, or make any misleading statement as to either benefits to be
received in relation to a Contract or the practices of financial position of the
Company.
6.11 In regard to Contracts registered with the SEC, You agree not to make
written or oral representations except such as are contained in current
prospectuses and authorized supplementary sales literature made available by Us.
In respect to such products You also agree to comply with the SEC Statement of
Policy and the regulations thereunder of the NASD.
6.12 You shall indemnify and hold Us Harmless from any loss or expense on
account of breach of this agreement, including but not limited to, any
unauthorized act of transaction by You, Your employees or persons appointed by
or affiliated with You, or any claim by one or more of Your agents for
compensation due or to become due on account of such agent(s) sale(s) of
Contracts.
6.13 You expressly authorize Us to charge against all compensation due or to
become due You under this Agreement any amounts paid or liabilities incurred by
Us under this Agreement.
6.14 You shall not offer or pay any rebate of premium or make any offer of or
provide any other inducement not specified in the Contracts to any person or
organization in relation to the solicitation or procurement of Contracts. You
shall not make any misrepresentation or incomplete comparison between contracts
or companies for the purposes of inducing a policy or contract holder of any
other company to lapse, forfeit or surrender such policy or contract.
6.15 No assignment of this Agreement or compensation payable hereunder shall be
valid unless We authorize it in writing. Every assignment shall be subject to
any indebtedness and obligation You owe Us and any applicable state insurance
laws or regulations pertaining to such assignments.
6.16 We may deduct at any time every indebtedness or obligation You owe Us from
any monies due under this Agreement.
6.17 Any outstanding indebtedness You owe Us shall become immediately due and
payable on termination of the Agreement.
7.0 Limitation of Authority
7.1 You are not authorized, and are expressly forbidden on Our behalf, to incur
any indebtedness or liability, or make, alter, or discharge agreements, or to
waive forfeitures, extend time of payment of any premium, waive payment in cash,
or to receive any money due or to become due Us, or to perform any other act,
except as specifically provided in this Agreement.
7.2 No individual Contract providing life, health or disability insurance
coverage shall be delivered if You or Your sub-agent has knowledge that the
health of any person proposed for insurance has changed since the application
was taken or unless the first premium has been fully paid and delivery made by
the delivery date We specify, or if no delivery date is specified, within sixty
(60) days from the date we mail the Contract. You shall return immediately to Us
at Our Home Office any Contract not delivered in accordance with this Paragraph.
8.0 Termination
8.1 This entire Agreement may be terminated by either party by giving thirty
(30) days' notice in writing to the other party. Such notice shall be mailed to
Your last known mailing address on Our records, or in the event you choose to
terminate the Agreement, to Our Home Office.
8.2 This Agreement shall automatically terminate without notice upon occurrence
of any of the following events:
(a) Your bankruptcy or dissolution, or if You are organized as a
partnership, bankruptcy or dissolution of any of the partners, except that in
such case the Agreement shall only terminate as to the bankrupt or dissolved
partner.
(b) Fraud or gross negligence by You in the performance of any duties
imposed on You by this Agreement or withholding or misappropriation, for Your
own use, of Our funds or those of Our policy or contract holders, applicants,
beneficiaries or payees.
(c) When and if You materially breach this Agreement or materially
violate Federal or state insurance and/or securities laws in any jurisdiction in
which You transact business, whether or not in relation to Us or Our Contracts.
(d) When and if You fail to obtain renewal of a necessary license in
any jurisdiction, but only as to that jurisdiction.
(e) When and if You are disqualified for continued membership with the
NASD or registration with the SEC, but only as to Contracts registered with the
SEC.
8.3 Sections 6.0 and 7.0 shall survive the termination of this Agreement,
as appropriate.
In witness whereof, the undersigned have executed this agreement this
___________ day of
_________________________, 19 ___.
_____ American Skandia Life Assurance Corporation
_____ Skandia Life Equity Sales Corporation
by: ____________________________________________________________________________
--------------------------------------------------------------------------------
(Name of Dealer)
by: ____________________________________________________________________________
ATTACHED SCHEDULES
_____ American Skandia Advisors Plan Annuity (ASAP - 05/92)
_____ Lifevest Guaranteed Maturity Annuity (Capital Appreciation and
Tax Savings Plan)"Front-End Load" Contract (CATS - 05/90)
_____ LifeVest Guaranteed Maturity Annuity "Back-End" Load Contract
(GMA - 05/89)
_____ LifeVest Principal and Income Plan (PIP - 01/90)
_____ LifeVest Savers Guaranteed Annuity (B/D) (SGA - 01/91)
_____ LifeVest Personal Security Annuity (PSA - 09/88)
_____ Alliance Capital Navigator Annuity (NAV - 07/92)
