ALTIUS HEALTH PLANS INC.
PRODUCER AGREEMENT
This Agreement ("Agreement") is made by and between XXXXX X. XXXX/FRINGE BENEFIT
ANALYSTS ("Producer") and Altiuis Health Plans Inc. ("Altius") to be effective
on effective date of Utah insurance Department Producer appointment with Altius.
For the provision of sales and related services and consists of this data and
signature page and the following exhibits which are attached and incorporated
into the agreement:
EXHIBIT 1 - TERMS AND CONDITIONS
PRODUCER INFORMATION:
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P. O. Xxx 000 Xxxxxx XX 00000
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Mailing Address
000-000-0000 000-000-0000
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Insurance License Resident Agent/3778 00-0000000
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IN WITNESS WHEREOF, THE PARTIES HAVE AGREED TO THE EXECUTION OF THIS AGREEMENT,
AS MORE FULLY DESCRIBED ABOVE, BY THEIR SIGNATURES BELOW:
PRODUCER: ALTIUS:
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Xxxxx X. Xxxx Xxxxx X. Xxxx
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Producer Name (print or type) Representative (print or type)
/s/ Xxxxx X. Xxxx /s/ Xxxxx X. Xxxx
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Fringe Benefit Analysts Director of Finance
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Corporate Name (if applicable) Title
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Corporate Officer and Title Date
(if applicable)
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Date
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EXHIBIT 1. TERMS AND CONDITIONS (Continued)
ARTICLE I. OBLIGATIONS OF PRODUCER
1.1 Performance of Agreement Generally. Producer shall use its best efforts to
solicit applications for the Altius Plan(s) designated on Exhibit 2 hereto from
groups/employers/individuals within Altius' defined service area. In order to
comply with applicable federal and state regulations, Producer will perform as
set forth in this Agreement and as set forth in Altius administrative
guidelines, bulletins, directives, manuals and the like, as Altius may publish
from time to time, all of which are incorporated herein by reference. Producer
agrees that in performing under this Agreement, Producer shall act in the best
interests of Altius and its clients.
1.2 Producer Services. Producer will service Altius Plan members enrolled
through applications submitted by Producer. Such service will include but not be
limited to the following:
(a) Acting as a liaison between the member and Altius if requested by Altius or
the member including, but not limited to, the following: Assisting the member to
take the proper action in connection with Altius coverage when there is a change
of address, change in marital status or change in dependent status and assisting
a family member/dependent to obtain coverage when he or she is no longer
entitled to coverage as a family member, e.g., when a dependent child reaches
the limiting age, or upon divorce.
(b) Maintaining a working and current knowledge of the Altius Plan(s) designated
on Exhibit 2 and the ability to explain the benefits and/or coverage.
1.3 Licensure. Producer shall comply with all applicable licensing requirements
required to transact its business and shall provide Altius with copies of its
license upon the signing of this Agreement and promptly upon each renewal of
said license, thereafter. Producer shall promptly notify Altius of any
expiration, termination, suspension or other action of the Department of
Insurance or any other applicable regulatory/licensing body affecting the
Producer's license or the licenses of Producer's principal persons or employees.
Producer warrants that his/her license has not previously been subject to any
suspension, termination or other disciplinary action by any
government/regulatory authority and that Producer has never been convicted of a
felony or a misdemeanor involving theft or misappropriation of monies.
1.4 Submission of Application for Coverage. Producer agrees to comply with all
of the rules and regulations of Altius in regard to the completion and
submission of applications and to make no representation with respect to the
benefits of any Altius Plan or about Altius not in conformity with the material
prepared and furnished to Producer for that purpose by Altius. Producer will not
make any misleading or deceptive statement and will explain all relevant facts
in dealing with prospective and current members and groups. Producer will use
his/her best efforts to ensure that each application is fully and truthfully
completed by the applicant and the completed application fully and accurately
discloses the circumstances, including, where applicable, the health of persons
for whom coverage is sought in the application. Producer further agrees to
inform every applicant that Altius will rely upon these health representations
in the underwriting process, and that tile subsequent discovery of material may
result in the rescission or termination of any contract entered into by Altius,
and that in no event will the applicant have any coverage unless it is reviewed
and approved by Altius.
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1.5 Limits of Authority. Producer is not authorized to, and agrees not to, enter
into, alter, deliver, replace, rescind, or terminate any contract on behalf of
Altius, nor to extend time for payment, make settlement, or refund membership
premiums or any other charges or bind Altius in any way without the prior
written approval of Altius. Producer further agrees that Altius reserves the
right to reject any and all applications submitted by Producer.
1.6 Handling of Funds. If the Producer receives funds for an Altius applicant or
customer, the funds shall be forwarded to Altius by the close of the next
business day after receipt by the Producer or shall be deposited by the Producer
into any federally insured trust fund with a financial institution located
within the state, but shall be remitted Altius within five (5) business days
after such funds are received by the Producer. Such funds shall be held by the
Producer in a fiduciary capacity for Altius and shall at all times be segregated
from the assets of the Producer.
The Producer authority to collect premium is limited to the initial premium from
each applicant. The Producer is not authorized to accept on behalf of Altius any
subsequent premium or other payment.
1.7 Maintenance of Records. Producer agrees to maintain complete records of all
transactions pertaining to applications submitted to and accepted by Altius and
its business relationship with Altius for a minimum of five (5) years or as
required by any governmental entity or any law or regulation. Any and al1
records described above or as may otherwise relate to Producer's activities in
connection with Altius shall be accessible and available to representatives of
Altius who may review and/or audit them from time to time while this Agreement
is in effect and for a period of one (1) year after the termination of this
Agreement.
1.8 Limits on Com12ensation. Producer shall seek compensation for performing
under this Agreement only from Altius and shall tinder no circumstances charge
prospective or current members or groups any application, processing or other
broker, analyst or consultant fee related to the performance of Producer's
obligations hereunder. Producer shall under no circumstances attempt to collect
from an Altius member any sums owed by Altius.
1.9 Insurance. Producer agrees to obtain and maintain in force errors and
omissions insurance in an amount of not less than $1,000,000 per occurrence and
in the aggregate at Producer's own expense, or at a level deemed appropriate by
Altius, and shall provide evidence of such coverage to Altius upon request.
Producer shall provide Altius with thirty (30) days prior written notice of
cancellation of such insurance or of a reduction in coverage which does not meet
the above minimum requirements, Failure to obtain and maintain this insurance
satisfactory to Altius, shall be a material failure to comply with a provision
of this Agreement and cause for immediate termination by Altius.
1.10 Modification of Programs. Notwithstanding any other provision in this
Agreement, Producer agrees that Altius has the right to discontinue or modify,
or exercise any and all lawful rights it has in connection with any Altius Plans
or programs, without incurring any liability to Producer.
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1.11 Indemnification. The Producer agrees to indemnify and hold harmless Altius
from any and all liability, loss, cost, damage or expense including attorney
fees and cost arising out of or attributable to the Producers violation of this
agreement or the Producers failure to conform to the provision of this
agreement.
1.12 Trade Secrets. Producer agrees to maintain the confidentiality of any trade
secrets or proprietary information obtained or learned from Altius and not to
use such trade secrets or proprietary information for its benefit or the benefit
of others except as specifically authorized herein. Producer acknowledges and
agrees that the leads, presentation manuals, training and recruiting videos,
member lists and other lists which Altius may from time to time provide
Producer, are confidential and proprietary to Altius. Producer's obligations
under this paragraph shall survive termination of this Agreement.
1.13 Exercise of Authority. Producer shall not possess or exercise any authority
on behalf of Altius other than that expressly conferred by this Agreement.
1.14 Non-Discrimination. Producer agrees to render the services contemplated
herein without regard to race, sex, religion, creed, color, national origin or
ancestry of any of Altius' potential or actual members.
1.15 Information Session. Producer will attend, at Producer's sole expense, at
least one Altius sponsored producer information session each calendar year to be
held in the county in which Producer resides.
1.16 Product Sales Limitation. Producer may sell only those products
specifically authorized and designated on Exhibit 2 hereto. Producer is not
authorized to solicit any other Altius products under this Agreement.
1.17 Delegation Restriction. Producer shall not delegate any agents to solicit
applications for the Altius Plan(s) or to service Altius Plan members without
tile prior express written consent of Altius.
1.18 Privacy clause -Non-disclosure of Nonpublic Personnel Financial and/or
Health Information. Except as otherwise provided in this Agreement, the parties
(and their respective officers, directors, employees, agents, successors and
assigns) shall hold any and all nonpublic personal financial and or health
information in the strictest confidence as a fiduciary, and shall not,
voluntarily or involuntarily, use, sell, transfer, publish, disclose, display or
otherwise make available to others any portion of nonpublic personal financial
and or health information without the express written consent from Altius Health
Plans.
1.19 Refund of Commissions. If this Agreement is terminated, per the provisions
of the Agreement, then the Producer shall promptly refund any improperly paid
commissions to Altius. The Producer shall be responsible for any collection,
legal, or attorney's fees or expense incurred by Altius to collect any
improperly paid commissions.
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ARTICLE II. OBLIGATIONS OF ALTIUS
2.1 Commissions. Altius will pay Producer first year and renewal commissions on
an Altius enrollment resulting from applications for the Altius Plan(s) that are
obtained by Producer and accepted by Altius. Such commissions shall be based on
the commission schedule(s) attached to this Agreement as Exhibit 3 and
incorporated herein and shall be paid on membership premiums actually received
by Altius for the enrollments produced by Producer. Payment shall be as set
forth in this paragraph. Notwithstanding any other provision of this Agreement,
Altius may modify or replace its commission schedule(s) on thirty (30) days
prior written notice to Producer, and such modified or replacement schedule(s)
shall apply to all enrollments effective following the effective date of such
modification or replacement.
2.2 Renewal Commissions. Renewal commissions shall be payable to Producer by
Altius, as provided under Section 2.3 hereof (i) as long as Altius retains the
enrollment produced by Producer (such retention being at Altius' option); and
(ii) as long as Altius has a valid broker of record letter naming Producer as
the representative of the employer group, (iii) and so long as this Agreement is
still in effect. In the event the employer group notifies Altius that it intends
to discontinue or change its broker of record, Altius will cease its payment of
commission, with or without notice to the Producer, as of the last day of the
month in which Altius is notified by the employer group.
2.3 Payment of Commissions. Altius will pay Producer net compensation for all
Producer's business due within thirty (30) days following the end of each
calendar month based on membership premiums actually received, earned and
reconciled by Altius during the calendar month for Producer generated business.
If there is a return of membership premiums on Producer generated business, for
any reason. Altius will charge back to Producer the amount of commission
previously paid to Producer on the amount of returned membership premiums.
2.4 Loss of Commission. No further commissions shall be payable to Producer
should this Agreement be terminated for cause pursuant to Section 3.3.
Additionally, no further commissions shall be payable if:
a. Producer fails to immediately remit to Altius any funds received on behalf of
Altius; or b. Producer shall be indebted to Altius for more than sixty (60)
days; or c. Producer induces or attempts to induce any Altius member to give up
Altius coverage or replace a Altius benefit agreement with coverage by any other
company unless such change is clearly in the best interest of the Altius member;
or d. Producer commits any act of fraud or dishonesty or breaches any
contractual duty of this Agreement; or e. Producer fails to notify Altius of any
change of Producer's address within 90 days.
2.5 Offset Against Commissions. Producer agrees that any indebtedness of
Producer to Altius shall be a first lien against any commissions due Producer
and may be offset and be deducted at Altius' option from commissions due to
Producer.
2.6 Survival of Provisions. The provisions of this Article II shall survive the
termination of this Agreement.
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ARTICLE III. TERM AND TERMINATION
3.1 Term. This Agreement shall become effective on the effective date of the
Utah Insurance Department Producer appointment with Altius set forth above,
which shall be the first day of the following month in which it has been signed
by the Producer and by an authorized representative of Altius, and shall
continue in effect until terminated by either party as provided below.
3.2 Termination Without Cause. This Agreement may be terminated at any time by
either party giving the other thirty (30) days prior written notice. The
effective date of termination shall be the first day of the month following the
thirty (30) day notice. Such termination shall not impair Producer's right to
receive commissions except as provided in this Agreement for the effective dates
of this Agreement.
3.3 Termination For Cause. Notwithstanding the provisions of Section 3.2, Altius
may terminate this Agreement immediately at any time for cause, by giving
written notice to Producer. For purposes of this Agreement, such cause shall
include, but not be limited to, the events described in Section 2.4 hereof. The
right to terminate this Agreement for cause shall not be exclusive, but shall be
cumulative with all other remedies available at law or in equity. In addition,
this Agreement will be terminated automatically and without any required notice
by Altius, in its sole discretion, if any of the following occurs: (i) if
Producer is a corporation, the dissolution of the corporation; (ii)
disqualification of Producer to do business under applicable law; or (iii)
revocation or termination of Producer's license.
3.4 Obligation of Parties after Tern1ination. 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 Producer will promptly return to Altius any all contract
forms, property, records, or other materials furnished by Altius.
ARTICLE IV. GENERAL PROVISIONS
4.1 Independent Contractor Relationship. Producer agrees that in the performance
of the work, duties and obligations of the parties hereunder, each party shall
be deemed to be acting and performing as an independent contractor and nothing
in this Agreement shall be construed or deemed a relationship of employer and
employee, partnership, joint venture, or principal and agent, nor shall this
Agreement be construed in any proceeding or for any purpose whatsoever so as to
make the other party liable to any third person for the debts, faults or actions
of the other.
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4.2 Arbitration. Should any dispute arise between the parties over any provision
of this Agreement or over any performance of this Agreement, the dispute shall
be submitted to binding arbitration. This arbitration shall be conducted
according to the rules of the American Arbitration Association, but need not
necessarily be conducted by that organization. Each party shall initially
equally contribute to the costs of arbitration. During the arbitration each
party shall bear its own attorneys' fees. Upon award of the arbitrator, both the
decision of the arbitrator and the award shall be final and the prevailing party
shall be entitled to recover from the other party its share of the arbitration
costs expended, and all costs, including attorneys' fees. In the event the
arbitrator fails to render an award within ninety (90) days of submission of the
matter for decision, or such longer times as the parties may stipulate, then
either party may elect to have all further arbitration proceedings terminated
and the matter submitted for judicial resolution. All reasonable costs and fees
incurred during the arbitration shall then be awarded by the court to the
prevailing party.
4.3 Non-Exclusive Arrangement. This is not an exclusive Agreement. Altius may
use other persons and entities for the same or similar services as are being
provided by Producer.
4.4 Assignability. The rights and obligations set forth in this Agreement may be
assigned by Altius to an affiliate or other entity of Altius or Altius' parent
corporation. The rights and obligations set forth in this Agreement may not be
assigned by Producer without the prior written consent of Altius. Any attempted
assignment not in compliance with this Section is void and cause for immediate
termination by Altius.
4.5 Severability. If any provision of this Agreement is deemed to be invalid or
Unenforceable by a court of competent jurisdiction or by arbitration, it shall
be deemed severable from tile remainder of the Agreement and shall not cause the
invalidity or unenforceability of the remainder of the Agreement.
4.6 Enforcement. If any action at law or in equity is necessary to enforce or
interpret the terms of the Agreement, the prevailing party shall be entitled to
payment by the other party of reasonable attorney's fees, costs and necessary
disbursement and expenses in addition to any other relief to which such party
may be entitled.
4.7 Notice. Any and all notices required pursuant to the terms of this Agreement
must be given by United States mail, postage pre-paid, return receipt requested
at the following addresses:
If to Altius:
Altius Health Plans, Inc. -President
00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxx Xxxxxx, XX 00000
If to Producer:
At the address set forth on the first page of this Agreement.
4.8 Governing Law. Altius and Producer shall comply with all laws and
regulations applicable to their business, licenses and the transactions into
which they have entered. This Agreement shall be governed by and construed in
accordance with all applicable state and federal laws.
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4.9 Waiver. The waiver by either party of any breach of this Agreement by the
other party shall not constitute a continuing waiver or a waiver of any
subsequent breach of the same or a different Section of this Agreement.
4.10 Amendment. Altius may amend this Agreement upon thirty (30) days prior
written notice, but any such amendment shall not affect the Producer's rights in
connection with business written with an effective date prior to the effective
date of the amendment.
4.11 Use of Names and Trademarks. Altius and Producer each reserve the right to
control the use of their names, symbols, trademarks, or other marks currently
existing or later established. However, either party may use the other party's
name, symbols, trademarks or other marks with prior written approval of the
other party. Altius shall be allowed to use the name of Producer in its
promotional activities and marketing campaign.
4.12 Use of Words. In this Agreement the words "shall" and "will" are used in
the mandatory sense. Unless the context otherwise clearly requires, anyone
gender includes all others, the singular includes the plural, and the plural
includes the singular.
4.13 Entire Agreement. This Agreement constitutes the entire understanding
between the parties. This Agreement shall supersede all prior written
agreements, including amendments and addenda, and both Altius and Producer
mutually agree that any prior agreements shall automatically terminate on the
first day of the term of this Agreement. Any commission's payable by the terms
of prior agreements shall not be impaired by the terms of this Agreement.
END
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EXHIBIT 2. ALTIUS COMMERCIAL PLANS
1. Altius Mountain Plan(s)
2. Altius Peak Plan(s)
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EXHIBIT 3
ALTIUS HEALTH PLANS
AGENT COMMISSION SCHEDULE
EFFECTIVE: 9-1-01
o All commissions calculated on # of eligible employees.
o Group Demographics will be reviewed annually prior to renewal. If the
number of eligible employees changes, the group will move to the new
commission tier at the renewal date.
o Small Group, 2-24: Risk adjustment factors will also be reviewed at
renewal and the commission level for the next year will be based on the
new risk adjustment factor.
NEW AND RENEWAL BUSINESS- COMMERCIAL GROUPS WITH 25 OR MORE EMPLOYEES
Eligible Employees Commission Schedule
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25 -50 8%
51 -100 6%
101 -499 Negotiated
500+ Net Commission
1000+ (See rep to negotiate commission loads)
NEW AND RENEWAL BUSINESS- COMMERCIAL GROUPS WITH 2-24 ELIGIBLE EMPLOYEE
Final Underwriting Action Commission Schedule
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Rate up of less than or equal to 22% 12%
Rate up of more than 22% 10%
but less than or equal to 44%
Rate up of more than 44% 8%
but less than or equal to 65%
Rate up of more than 65% 6%
I PLAN HEALTH PRODUCT
First Year 20%
Second Year 10%
Third Year and Beyond 5%
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
duly executed as of the date and year first written.
UNITED HEALTHCARE OF UTAH FRINGE BENEFIT ANALYSTS
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HMO NAME OF CORPORATION
(Please Print)
XXXXX X. XXXX
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NAME OF INDIVIDUAL
(Please Print)
/S/ Xxxx Xxxxxxxx /S/ Xxxxx X. Xxxx
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Title Finance Administrator Title Member/Manager
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Date Jan 10, 2002 Fed Tax ID # 00-0000000
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UNITED HEALTH AND LIFE
INSURANCE COMPANY SS#
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For Individual
/S/ Xxxxxx X. Xxxxxx Date 01/02/2002
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Title Director, Contracts
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Date Jan. 10, 2002
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