AGREEMENT
Effective ___________________________, 19________ The Lincoln National Life
Insurance Company, member NASD, (hereinafter "Lincoln National") appoints:
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Name of Representative or Entity
of (or incorporated under the laws of)
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City, State or State
as a Broker/Dealer (hereinafter "Representative").
1. Definitions
a. Broker: An individual appropriately licensed and appointed to sell the
fixed insurance products variable insurance products described herein;
b. Registered Representative: An individual who, as a result of passing
the appropriate examinations of the National Association of Securities
Dealers (NASD) or other appropriate self-regulatory organizations
(SRO), and also appropriately licensed and appointed to sell insurance
products may sell the insurance products described herein;
c. Corporate Insurance Broker: A corporation appropriately licensed to
sell the fixed insurance products or non-registered variable products
described herein.
d. Broker/Dealer: An individual, partnership, corporation or other legal
entity admitted to membership in the National Association of Securities
Dealers (NASD) and appropriately licensed and/or appointed to sell the
insurance products described herein.
2. Limitations on Appointment
The Representative is authorized to solicit applications for those
contracts named in the Compensation Schedules attached to this Agreement
only while properly licensed by and/or registered with the appropriate
governmental agency or authority for that specific type of product. All
fees for such licensing shall be borne by the Representative along with any
administrative charges associated with such licensing. In no event is the
Representative authorized to offer Lincoln National contracts in the state
of New York.
3. NASD Membership (if applicable)
Each party to this Agreement, if acting as a Broker/Dealer, represents that
it is a member of the National Association of Securities Dealers, Inc.
("NASD"). Each party further agrees to comply with all applicable state and
federal law, rules, and regulations. Broker/Dealer's expulsion from the
NASD shall automatically terminate this Agreement without notice.
Broker/Dealer's suspension will terminate this Agreement immediately upon
written or oral notice from Lincoln National received by Broker/Dealer.
4. Limitations of Authority
The Representative has no authority to incur any obligations or debts for
or on behalf of Lincoln National without its express written consent; to
make, modify, or discharge any contract on behalf of Lincoln National by
any statement, promise, representation or transaction; to waive, alter,
modify or change any of the terms, rates, or conditions of the Lincoln
National contracts.
5. Relationship of Parties
In the performance of all of its duties under this Agreement, the
relationship of the Representative to Lincoln National is that of an
independent contractor and none other. Neither party shall be deemed to be
an employee or partner of the other party for any purpose, and nothing
herein shall be construed to create the relationship of master and servant,
employer and employee, or joint venturers between the Representative and
Lincoln National.
6. Compensation
Upon submission of applications for Lincoln National contracts by the
Representative, or appropriately licensed agents of the Representative,
conforming to such rules and procedures for the conduct of the business of
Lincoln National as are now established and as may be reasonably
established by Lincoln National in the future, and upon issuance of
contracts by Lincoln National, the Representative shall be entitled,
subject to the terms and conditions of the Agreement, to the applicable
service fees set forth in the attached Compensation Schedule(s) or
revisions of such Compensation Schedule(s) and all amendments, changes, and
replacements thereof, as may be made at the exclusive discretion of Lincoln
National. These Compensation Schedule(s) are made a part of this Agreement.
Revised Compensation Schedules shall apply to policies issued and service
fees earned after the date that said schedules are adopted by Lincoln
National. In the case of any violation of any of the terms of this
Agreement, Lincoln National shall be allowed to retain service fees earned
but not yet paid by Lincoln National. Lincoln National has the right to
deduct damages and expenses from such retained service fees. If
Representative sells in an unauthorized market, or without pre-approval of
Lincoln National where necessary, such Representative forfeits all
compensation under this Agreement from such unauthorized sale.
The Representative shall be solely responsible for all compensation paid to
its agents and all related tax reporting that may be required under
applicable law.
7. Exclusive Rights of Solicitation and Service
a. Where the Representative establishes a relationship with an organization
such as a hospital, church, school, college or similar institution for
the purpose of selling Lincoln National contracts, no other entity with
authorization by Lincoln National may approach, solicit, or otherwise
contact such organization for the purpose of selling or servicing
Lincoln National contracts as long as the Representative is actively and
effectively selling and servicing Lincoln National contracts.
b. Notwithstanding anything to the contrary contained in (a) above, the
parties expressly agree that the Representative may represent any other
insurance carriers and offer any other insurance, lines, products, or
business, whether or not such other carrier lines, products or business
compete directly or indirectly with Lincoln National.
x. Xxxxxxx National shall be the sole arbitrator in these matters, and
further, reserves the right to withdraw the exclusive rights of any
entity, at the complete discretion of Lincoln National.
d. With the exception of routine communications to contractholders
regarding operational matters, quarterly, semi-annual or annual
statements or legally required disclosure documents, Lincoln National
agrees not to forward any additional sales materials regarding the
contracts described herein without Agent's prior written consent. Such
written consent includes a facsimile transmission or an e-mail.
Lincoln National will not use the data acquired as a result of this
Agreement to solicit contractholders for any other products or services
offered by Lincoln National. However, if contractholder(s) become known
to Lincoln National through means other than this Agreement, any such
resulting sale by Lincoln National will not constitute a violation of
this section 7d.
8. Advertising and Marketing Material
a. The Representative shall cooperate with Lincoln National in preparing
advertising, solicitation brochures, and other marketing materials to be
used by Representative to sell Lincoln National contracts. No
promotional and marketing material shall be used by Representative to
sell Lincoln National contracts unless such material has received the
prior written approval of Lincoln National. No promotional and marketing
material shall be disseminated or used in any manner unless Lincoln
National's express written approval has been given hereto.
b. The Representative agrees to indemnify and hold Lincoln National
harmless from any liability resulting from the negligent, improper,
unauthorized, or illegal use of sales, marketing, solicitation, or other
materials.
c. Upon termination of this Agreement, all records, unused supplies,
Lincoln National provided software, and all other material furnished by
Lincoln National in the Representative's possession shall be returned to
Lincoln National upon request or destroyed.
9. Prospectus (if applicable)
a. Lincoln National agrees to deliver to the Representative current Lincoln
National prospectuses. The Representative agrees to destroy and dispose
of all prior prospectuses immediately upon receipt of the current
prospectuses.
x. Xxxxxxx National shall be liable for all statements contained in the
current prospectus. The
Representative shall be liable for all statements made by the
Representative, his/her/its agents, or employees, if applicable, which
are not contained in the current prospectus.
10. Deposits
Any deposits received by the Representative on behalf of Lincoln National
shall be forwarded promptly, but under no circumstances in more than two
(2) business days, in gross amount, to Lincoln National.
11. Indemnification
a. The Representative shall be responsible to Lincoln National for the
malicious, intentional, reckless, knowing, or negligent acts or
omissions of its employees, officers, agents, and sales persons for the
business covered under this Agreement and shall indemnify and hold
harmless Lincoln National from any claims, demands, actions, judgements,
loss, cost or expense, including court costs, punitive damages and
reasonable attorney fees incurred by Lincoln National by reason of such
acts or omissions.
x. Xxxxxxx National shall be responsible to the Representative for the
negligent acts or omissions of its employees, officers, agents, and
sales persons for the business covered under this Agreement and shall
indemnify and hold harmless the Representative from any claims, demands,
actions, judgements, loss, cost, or expense, including court costs and
reasonable attorney fees incurred by the Representative which are caused
by or arise out of any negligent acts or omissions of Lincoln National,
its employees, officers, agents, or sales persons.
c. The Representative, not Lincoln National, is solely responsible for all
statements, written or oral, acts, or representations, whether expressed
or implied, made by his/her/its agents, or employees and is responsible
for notifying his/her/its agents or employees of the terms and
conditions of this Agreement.
d. The Representative, not Lincoln National, is solely responsible as to
the suitability of sale of the Lincoln National contracts to individual
persons.
e. The Representative shall immediately notify Lincoln National of any and
all complaints about Lincoln National contracts received by the
Representative.
12. Assignments/Modifications
a. Lincoln National and the Representative shall make no assignment or
transfer of this Agreement or of any benefits or obligations hereunder,
either in whole or in part, without the prior written consent of the
other. Any such assignee or transferee shall be properly licensed,
including pursuant to Section 1 of this Agreement, to perform its
function under this Agreement prior to the assignment to transfer. All
terms and conditions of this Agreement are applicable to any assignment
or transfer.
b. This Agreement may only be modified by written consent of both parties.
This Agreement embodies the entire Agreement of the parties relative to
the matters with which it deals and is intended to be the entire and
exclusive embodiment thereof. Neither the Representative nor Lincoln
National shall be bound by any promise, agreement, understanding, or
representation heretofore or hereafter made relative to the subject
matter of this Agreement except a change, revision, or addition to the
attached Compensation Schedule(s) as provided in Section 6, unless the
same is made in writing and signed by an officer of the Representative
and Lincoln National which expresses by its terms an intention to
modify this Agreement.
13. Indebtedness of Representative
Lincoln National shall have first lien on all service fees and other
compensation payable hereunder for any debt due from the Representative to
Lincoln National or any of its affiliates, including charges relating to
certain cancellations, rejections, or reissues of contracts. Lincoln
National may at this time deduct or set off from any moneys payable under
this Agreement, or from any other source, any such debt or debts at the
legal rate. This lien shall not be extinguished by the termination of the
Representative's authority. This provision shall not be construed in any
way to limit any indebtedness of the Representative to the value of the
service fees and other compensation payable under this Agreement. In the
event of the termination of the Representative's authority, the unpaid
balance of the Representative's indebtedness shall be immediately due and
payable without demand or notice.
14. Termination of Agreement
The Representative or Lincoln National may terminate the Representative's
appointment under this Agreement, with or without cause, by notice sent by
ordinary mail to the last known address of the other party. Terminations of
appointment as used in this Agreement shall mean termination of authority
either through cancellation of the appropriate license or registration as
required by this paragraph or through termination of this entire Agreement.
However, Lincoln National reserves the right, rather than to completely
terminate this Agreement, to suspend the right of the representative to
sell new business, including taking applications on existing contracts, but
still allow the representative to service existing business. This right
shall exist provided that it does not violate any applicable state or
federal law or regulation. Lincoln National will provide evidence of
servicing relationship in writing to Representative. Lincoln National
reserves the right to terminate the service agreement pursuant to the terms
of this Agreement.
If the Representative's right to sell new business, including taking
applications on existing contracts, is suspended by Lincoln National while
still allowing representative to service existing business, then all
compensation as provided by this agreement shall continue to be payable to
representative as long as representative remains Broker/Dealer of record
and unless otherwise provided in this agreement.
15. Customer Confidentiality
The parties hereto understand and acknowledge that they may come into
possession of certain information, including "nonpublic personal
information" as described in the Xxxxx-Xxxxx-Xxxxxx Act ("GLB") about
persons who are current contractholders of Lincoln Life or who may become
contractholders of Lincoln Life through the operation of this Agreement. As
such information ("Customer Information") may be utilized by the parties to
perform services on behalf of Lincoln Life for the benefit of such
contractholders, the parties agree to the following:
a. To comply with all applicable laws, rules, regulations and ordinances
relating to privacy, confidentiality, security, data security and the
handling of consumer and/or customer information which may be
established from time to time.
b. To use Customer Information only as necessary to perform services
required by this Agreement and not to disclose or otherwise make
available to any other party.
c. To require their respective officers, directors, partners, employees,
agents and representatives to
maintain the confidentiality of the Customer Information.
d. To take all reasonable precautions to safeguard and protect the Customer
Information and agree to monitor their use of Customer Information to
ensure compliance with this Agreement.
However, nothing in this Agreement shall prevent the parties from selling
or offering to sell other investment products or services to the
contractholders described herein, provided such contractholder is made
known to any party through means other than this Agreement.
In all other respects, the Agreement among the parties remains the same.
16. Forbearance
Forbearance or neglect of Lincoln National to insist upon performance of
this Agreement shall not constitute a waiver of its rights and privileges.
17. Choice of Law
The Representative and Lincoln National expressly agree that in the case of
any disputes arising under this Agreement, said Agreement shall be
construed under Indiana Law.
LINCOLN NATIONAL REPRESENTATIVE
By: By:
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Assistant Secretary Corporate Insurance Broker
Or Broker/Dealer
By:
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(Authorized Officer)
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Tax Identification Number
