EXHIBIT (c)(2)
SELLING GROUP AGREEMENT BY AND AMONG AMERICAN GENERAL
EQUITY SERVICES CORPORATION, THE UNITED STATES LIFE
INSURANCE COMPANY IN THE CITY OF NEW YORK,
___________________________________, AND
__________________________________________
This Selling Group Agreement ("Agreement") is made by and among AMERICAN GENERAL
EQUITY SERVICES CORPORATION ("AGESC") a Delaware corporation, THE UNITED STATES
LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL"), a New York domiciled
life insurance company, ____________________________ ("Selling Group Member"), a
___________ corporation and __________________________ ("Associated Agency"), a
__________________ corporation.
RECITALS
WHEREAS, USL is an indirect, wholly-owned subsidiary of AMERICAN INTERNATIONAL
GROUP, INC. ("AIG"), a Delaware corporation;
WHEREAS, AGESC is an indirect, wholly-owned subsidiary of AIG;
WHEREAS, USL and AGESC are affiliates under the ultimate common control of AIG
pursuant to the insurance laws of the State of New York;
WHEREAS, USL and AGESC are parties to a Distribution Agreement whereby USL has
granted AGESC a non-exclusive right to promote the sale of USL products set
forth in Schedule A;
WHEREAS, the Distribution Agreement described herein has been non-disapproved by
the New York Insurance Department;
WHEREAS, Selling Group Member and the Associated Agency are not affiliates of
USL or AGESC;
WHEREAS, AGESC, USL, Selling Group Member and the Associated Agency wish to
enter into this Agreement for the purpose of providing for the distribution of
certain variable life insurance policies and/or annuity contracts;
NOW THEREFORE, in consideration of the premises and mutual promises set forth
herein, and intending to be legally bound hereby, the parties agree as follows:
1. PRODUCT DISTRIBUTION. Subject to the terms, conditions and limitations of
this Agreement, the products sold under this Agreement shall be distributed
in accordance with this section.
(a) Designation of the Parties.
AGESC is a registered broker-dealer and distributor of the variable life
insurance policies and/or annuity contracts or certificates set forth in
Schedule A.
USL is a New York licensed life insurance company issuing the variable
products set forth on Schedule A and any successor or additional products
registered with the Securities and Exchange Commission (the "SEC") and
approved by the New York Insurance Department (as discussed in Paragraph
(c) of this section entitled "NEW PRODUCTS") and shall be collectively
referred to herein as the "Contracts."
Selling Group Member is registered with the SEC as a broker-dealer under
the Securities Exchange Act of 1934 ("1934 Act") and under any appropriate
regulatory requirements of state law and is a member in good standing of
the National Association of Securities Dealers, Inc. ("NASD"), unless
Selling Group Member is exempt from the broker-dealer registration
requirements of the 1934 Act.
Selling Group Member has NASD registered representatives who will
distribute the Contracts.
The Associated Agency is a New York licensed insurance agency and will be
appointed by USL as an agent of USL with the New York Insurance Department.
The relationship between the Associated Agency and USL is that of an
independent contractor.
The NASD registered representatives affiliated with Selling Group Member
are also New York licensed insurance agents of the Associated Agency and
will be appointed by USL as agents of USL with the New York Insurance
Department ("Sales Persons"). The relationship between the Sales Persons
and Selling Group Member and the Sales Persons and USL is that of
independent contractor.
AGESC hereby appoints Selling Group Member and the Sales Persons to solicit
and procure applications for the Contracts.
The appointment by AGESC of Selling Group Member and the Sales Persons and
the appointment by USL of the Associated Agency and the Sales Persons for
the sale of these Contracts is not to be deemed exclusive in any manner and
only extends to New York sales of the Contracts.
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(b) Responsibilities Of The Parties/Compliance.
(i) SELLING GROUP MEMBER/SALES PERSONS.
Selling Group Member shall be responsible for the sales activities of
the Sales Persons and shall exercise supervisory oversight over the
Associated Agency and the Sales Persons with respect to the offer and
sale of the Contracts.
Selling Group Member shall be solely responsible for the approval of
suitability determinations for the purchase of any Contract or the
selection of any investment option thereunder, in compliance with
federal and state securities laws and shall supervise the Associated
Agency and the Sales Persons in determining client suitability.
Selling Group Member shall hold USL and AGESC harmless from any
financial claim resulting from improper suitability decisions or
failure to supervise the Associated Agency and the Sales Persons in
accordance with federal securities laws and NASD regulation.
Selling Group Member will fully comply with the requirements of the
NASD and of the 1934 Act and such other applicable federal and state
laws and will establish rules, procedures and supervisory and
inspection techniques necessary to diligently supervise the activities
of the Sales Persons in connection with offers and sales of the
Contracts. Such supervision shall include, but not be limited to
providing, or arranging for, initial and periodic training in
knowledge of the Contracts. Upon request by AGESC or USL, Selling
Group Member will furnish appropriate records as are necessary to
establish diligent supervision and client suitability.
Selling Group Member shall incur all costs associated with registering
and complying with the various rules of the SEC and the NASD relating
to broker-dealers.
Selling Group Member shall fully cooperate in any insurance or
securities regulatory examination, investigation, or proceeding or any
judicial proceeding with respect to USL, AGESC, Selling Group Member
and the Associated Agency and their respective affiliates, agents and
representatives to the extent that such examination, investigation, or
proceeding arises in connection with the Contracts. Selling Group
Member shall immediately notify AGESC if its broker-dealer
registration or the registration of any of its Sales Persons is
revoked, suspended or terminated.
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The Sales Persons shall be the only parties involved in the
solicitation, negotiation or procurement of the Contracts. All
correspondence relating to the sale of the Contracts will be between
USL, the Associated Agency, the Sales Persons and the prospective
purchaser.
The Sales Persons are authorized to collect the first purchase payment
or premium (collectively "Premiums") on the Contracts. The Sales
Persons will in turn remit the entire Premiums to USL.
The Sales Persons shall take applications for the Contracts only on
preprinted applications supplied to them and/or the Associated Agency
by USL. All completed applications and supporting documents are the
sole property of USL and shall be retained by or on behalf of USL in
accordance with New York Insurance Regulation 152.
(ii) THE ASSOCIATED AGENCY/SALES PERSONS.
The Associated Agency is authorized to recommend Sales Persons for
appointment by USL to solicit sales of the Contracts. The Associated
Agency warrants that all such Sales Persons shall not commence
solicitation nor aid, directly or indirectly, in the solicitation of
any application for any Contract until that Sales Person is
appropriately licensed and appointed by USL to sell the Contracts.
Associated Agency shall be responsible for all fees required to obtain
and/or maintain any licenses or registrations required by New York
Insurance Law. Associated Agency will fully comply with the
requirements of New York Insurance Law and Regulations.
Associated Agency shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any judicial
proceeding with respect to USL, AGESC, Selling Group Member and
Associated Agency and their respective affiliates, agents and
representatives to the extent that such examination, investigation, or
proceeding arises in connection with the Contracts. Associated Agency
shall immediately notify AGESC if its insurance license or the license
of any of its Sales Persons is revoked, suspended, or terminated.
The Sales Persons shall complete a "Definition of Replacement Form"
with each application for the Contracts. The "Definition of
Replacement Form" shall be signed by the Sales Persons and each
applicant and the Sales Persons shall leave a copy of the form with
the applicant for his or her records. The Sales Persons shall attach
the completed and signed "Definition of Replacement Form" to each
application for the Contracts. Where the purchase of one of the
Contracts will result in, or is likely to result in, a
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replacement, the Sales Persons shall comply in all respects with New
York Insurance Regulation 60.
(iii) USL.
USL will determine in its sole discretion whether to accept and issue
Contracts submitted to USL by the Sales Persons.
USL will return any incomplete applications to the Sales Persons.
USL will provide the Sales Persons with all policy forms, the
"Definition of Replacement Form" and any other regulatory forms
required to be completed in connection with the Contracts.
USL will inform the Associated Agency, the Sales Persons and Selling
Group Member regarding any limitations on the availability of the
Contracts in New York.
USL represents that the prospectus(es) and registration statement(s)
relating to the Contracts contain no untrue statements of material
fact or omission of a material fact, the omission of which makes any
statement contained in the prospectus and registration statement
materially false or misleading. USL agrees to indemnify Associated
Agency and Selling Group Member from and against any claims,
liabilities and expenses which may be incurred by any of those
parties under the Securities Act of 1933, the 1934 Act, the
Investment Act of 1940, common law, or otherwise, that arise out of a
breach of this paragraph.
(iv) AGESC.
AGESC is authorized by USL to offer the Contracts to Selling Group
Member for sale by the Sales Persons through the Distribution
Agreement described herein.
(c) New Products.
USL and AGESC may propose and USL may issue additional or successor
products, in which event Selling Group Member, the Associated Agency and
the Sales Persons will be informed of the product and its related
Commission schedule. If Selling Group Member and the Associated Agency do
not agree to distribute such product(s), they must notify AGESC in writing
within 10 days of receipt of the Commission Schedule for such product(s).
If Selling Group Member and the Associated Agency do not indicate
disapproval of the new product(s) or the terms contained in the related
Commission Schedule, Selling Group Member and the Associated Agency will be
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deemed to have thereby agreed to distribute such product(s) and agreed to
the related Commission Schedule which shall be attached to and made a part
of this Agreement.
(d) Sales Material/Books and Records.
The Associated Agency, Selling Group Member and Sales Persons shall not
utilize, in their efforts to market the Contracts, any written brochure,
prospectus, descriptive literature, printed and published material,
audio-visual material or standard letters unless such material has been
provided preprinted by USL or unless USL has provided prior written
approval for the use of such literature. In accordance with New York
Insurance Law Regulation 152, the Associated Agency and/or Selling Group
Member shall maintain complete records indicating the manner and extent of
distribution of any such solicitation material, shall make such records and
files available to USL and/or AGESC and shall forward such records to USL
and AGESC. Additionally, Selling Group Member and/or the Associated Agency
shall make such material available to personnel of state insurance
departments, the NASD or other regulatory agencies, including the SEC,
which may have regulatory authority over USL or AGESC. The Associated
Agency and Selling Group Member jointly and severally hold USL, AGESC and
their affiliates harmless from any liability arising from the use of any
material which either (i) has not been specifically approved in writing by
USL, or (ii) although previously approved, has been disapproved by USL in
writing for further use.
Selling Group Member will reflect all sales of the Contracts by the
Associated Agency and the Sales Persons on the books and records of Selling
Group Member. Selling Group Member hereby designates the principal place of
business of the Associated Agency as an Office of Supervisory Jurisdiction
of Selling Group Member.
(e) Prospectuses.
Selling Group Member warrants that solicitation for the sale of the
Contracts will be made by use of a currently effective prospectus, that a
prospectus will be delivered con-currently with each sales presentation and
that no statements shall be made to a client superseding or controverting
any statement made in the prospectus. USL and AGESC shall furnish Selling
Group Member and the Associated Agency, at no cost to Selling Group Member
or the Associated Agency, reasonable quantities of prospectuses to aid in
the solicitation of Contracts.
2. COMPENSATION.
USL will remit to the Associated Agency all compensation set forth in
Schedule B annexed hereto. USL will not accept or otherwise honor any
assignment of
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compensation by the Associated Agency in connection with the sale of the
Contracts, unless such assignment complies with all applicable New York
law.
3. CUSTOMER SERVICE AND COMPLAINTS.
The parties agree that USL may contact by mail or otherwise, any client,
agent, account executive, or employee of the Associated Agency or other
individual acting in a similar capacity if deemed appropriate by USL, in
the course of normal customer service for existing Contracts, in the
investigation of complaints, or as required by law. The parties agree to
cooperate fully in the investigation of any complaint. USL will handle and
process all complaints associated with the sale of the Contracts under this
Agreement.
4. INDEMNIFICATION.
Selling Group Member, Associated Agency, and Sales Persons agree to hold
harmless and indemnify AGESC and USL against any and all claims,
liabilities and expenses incurred by either AGESC or USL, and arising out
of or based upon any alleged or untrue statement of Selling Group Member,
Associated Agency or Sales Person other than statements contained in the
approved sales material for any Contract, or in the registration statement
or prospectus for any Contract.
USL hereby agrees to indemnify and hold harmless Selling Group Member and
each of its employees, controlling persons, officers or directors against
any losses, expenses (including reasonable attorneys' fees and court
costs), damages or liabilities to which Selling Group Member and the
Associated Agency or such affiliates, controlling persons, officers or
directors become subject, under the Securities Act of 1933, New York
Insurance Laws or otherwise, insofar as such losses, expenses, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
USL's performance, non-performance or breach of this Agreement, or are
based upon any untrue statement contained in, or material omission from,
the prospectus for any of the Contracts.
5. FIDELITY BOND.
The Associated Agency represents that all directors, officers, employees
and Sales Persons of the Associated Agency licensed pursuant to this
Agreement or who have access to funds of USL are and will continue to be
covered by a blanket fidelity bond including coverage for larceny,
embezzlement and other defalcation, issued by a reputable bonding company.
This bond shall be maintained at the Associated Agency's expense.
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Such bond shall be at least equivalent to the minimal coverage required
under the NASD Rules of Fair Practice, and endorsed to extend coverage to
life insurance and annuity transactions. The Associated Agency acknowledges
that USL may require evidence that such coverage is in force and the
Associated Agency shall promptly give notice to USL of any notice of
cancellation or change of coverage.
The Associated Agency assigns any proceeds received from the fidelity bond
company to USL to the extent of USL's loss due to activities covered by the
bond. If there is any deficiency, the Associated Agency will promptly pay
USL that amount on demand. The Associated Agency indemnifies and holds
harmless USL from any deficiency and from the cost of collection.
6. LIMITATIONS ON AUTHORITY.
The Contract forms are the sole property of USL. No person other than USL
has the authority to make, alter or discharge any policy, Contract,
certificate, supplemental contract or form issued by USL. No party has the
right to waive any provision with respect to any Contract or policy; give
or offer to give, on behalf of USL, any tax or legal advice related to the
purchase of a Contract or policy; or make any settlement of any claim or
bind USL or any of its affiliates in any way. No person has the authority
to enter into any proceeding in a court of law or before a regulatory
agency in the name of or on behalf of USL.
7. ARBITRATION.
The parties agree that any controversy between or among them arising out of
their business or pursuant to this Agreement that cannot be settled by
agreement shall be taken to arbitration as set forth herein. Such
arbitration will be conducted according to the securities arbitration rules
then in effect, of the American Arbitration Association, NASD, or any
registered national securities exchange. Arbitration may be initiated by
serving or mailing a written notice. The notice must specify which rules
will apply to the arbitration. This specification will be binding on all
parties.
The arbitrators shall render a written opinion, specifying the factual and
legal bases for the award, with a view to effecting the intent of this
Agreement. The written opinion shall be signed by a majority of the
arbitrators. In rendering the written opinion, the arbitrators shall
determine the rights and obligations of the parties according the
substantive and procedural laws of the State of New York. Accordingly, the
written opinion of the arbitrators will be determined by the rule of law
and not by equity. The decision of the majority of the arbitrators shall be
final and binding on the parties and shall be enforced by the courts in New
York.
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8. CONFIDENTIALITY AND PROTECTION OF NONPUBLIC PERSONAL INFORMATION.
(A) Confidentiality.
"Confidential Information" of a party shall mean all confidential or
proprietary information, including trade secrets, expressions, ideas
and business practices of such party in any medium, as well as the
terms of this Agreement. For purposes of this Agreement and unless
otherwise indicated, reference to each party shall include their
affiliates, agents and contractors. All Confidential Information
relating to a party shall be held in confidence by the other party to
the same extent and in at least the same manner as such party protects
its own confidential or proprietary information, but in no case to a
lesser extent than reasonable care under the circumstances requires.
No party shall disclose, publish, release, transfer or otherwise make
available Confidential Information of any other party in any form to,
or for the use or benefit of, any person or entity without the other
parties' consent. Each party shall, however, be permitted to disclose
relevant aspects of the other parties' Confidential Information to its
officers, agents, subcontractors and employees to the extent that such
disclosure is reasonably necessary for the performance of its duties
and obligations under this Agreement; provided, however, that such
party shall take all reasonable measures to ensure that Confidential
Information of the other party or parties is not disclosed or
duplicated in contravention of the provisions of this Agreement by
such officers, agents, subcontractors and employees.
The obligations herein shall not restrict any disclosure by any party
pursuant to any applicable state or federal laws, or by order of any
court or government agency (provided that the disclosing party shall
give prompt notice to the non-disclosing party or parties of such
order) and shall not apply with respect to Confidential Information
which (1) is developed by the other party independently of the
Confidential Information of the disclosing party without violating the
disclosing party's proprietary rights, (2) is or becomes publicly
known (other than through unauthorized disclosure), (3) is disclosed
by the owner of such information to a third party free of any
obligation of confidentiality, (4) is already known by such party
without an obligation of confidentiality other than pursuant to this
Agreement or any confidentiality agreements entered into before the
effective date of this Agreement, or (5) is rightfully received by a
party free of any obligation of confidentiality.
(B) Protection of Nonpublic Personal Information.
(1) Definition of Nonpublic Personal Information.
Nonpublic personal information of customers or consumers ("NPI")
includes, but is not limited to, names, addresses, account
balances, account numbers, account activity, social security
numbers, taxpayer identification numbers,
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and sensitive, financial and health information. NPI includes
information on each party's forms or in a database of any kind,
information created by each party, information collected by or on
behalf of a party, and personally identifiable information
derived from NPI.
There may be instances where each party will have the same NPI
that may be subject to different privacy policies and procedures
according to the notices provided to the customer or consumer by
the respective parties to the Agreement.
(2) Disclosure and Use of NPI.
All NPI that any party obtains as a result of this relationship
shall not be used, disclosed, reused or redisclosed to any third
party, except to carry out the purposes for which the information
was disclosed. All NPI of the other parties shall be held in
confidence to the same extent and in at least the same manner as
the holding party protects its own NPI, but in no case in a
lesser manner than a reasonable degree of care under the
circumstances.
Each party shall be permitted to disclose relevant aspects of the
other parties' NPI to its officers, agents, subcontractors and
employees only to the extent that such disclosure is reasonably
necessary for the performance of its duties and obligations under
the Agreement; provided that such party shall take all reasonable
measures to ensure that the NPI of the other party or parties is
not disclosed or reproduced in contravention of the provisions of
this Agreement by such party's officers, agents, subcontractors
and employees.
The obligations of this Agreement shall not restrict any
disclosure by any party pursuant to any applicable state or
federal laws, or by request or order of any court or government
agency (provided that the disclosing party shall seek appropriate
protections and provide prompt notice to the non-disclosing party
or parties in order that any other party will have a reasonable
opportunity to oppose the disclosure, request or order).
The obligations of this Agreement shall not apply to information
which, without breach of obligation of confidentiality: (1) is
independently developed by a party; (2) is or becomes publicly
known; (3) is already known by such party as evidenced by the
written records of such party; or (4) is obtained from an
independent source.
(3) Security of NPI.
The parties further agree to establish and maintain policies and
procedures designed to ensure the confidentiality and security of
NPI. This shall include
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procedures to protect against any anticipated threats or hazards
to the security or integrity of the information and unauthorized
access to or use of the information. For reasonable cause, each
party may audit the use or disclosure of NPI upon reasonable
written notice to the other party. Each party will promptly
advise the other parties of any breach of obligations of this
Agreement with respect to NPI of which the breaching party is
aware.
(4) Other Provisions.
The parties agree that they shall abide by the provisions of the
Xxxxx-Xxxxx-Xxxxxx Act and other applicable privacy laws and
regulations and that the obligations described herein shall
continue after termination of this Agreement. Any provision in
this Agreement or any agreement that is inconsistent with the
obligations herein shall be void.
This Agreement comprises the entire agreement among the parties
concerning NPI. There are no oral or implied promises or other
obligations concerning said subject matter that have not been set
forth herein. This Agreement may not be modified without a
written agreement executed by all parties.
9. ANTI-MONEY LAUNDERING COMPLIANCE.
Selling Group Member has established and implemented policies and
procedures reasonably designed to discharge its obligations pursuant to
applicable federal laws and regulations regarding money laundering,
including applicable provisions of U.S. Public Law 107-56, the USA Patriot
Act and specifically the regulations of the U.S. Department of the Treasury
adopted pursuant to Section 352 of the USA Patriot Act, other applicable
regulations of the U.S. Department of the Treasury, and the Executive
Orders related to the U.S. Department of the Treasury's Office of Foreign
Assets Control ("OFAC"). Without limitation, the policies and procedures
assure:
(A) That Selling Group Member reasonably believes and believes in fact
that all evidence of identity of a purchaser of a Contract furnished
in connection with an application for the purchase of such Contract is
genuine.
(B) That Selling Group Member reasonably believes and believes in fact
that no premium funds tendered for the purchase of a Contract directly
or indirectly are derived from activities that may contravene U.S.
federal, state or international laws or regulations.
(C) That Selling Group Member reasonably believes and believes in fact
that no applicant for a Contract ("Applicant"), nor any person
controlling, controlled by or under common control with an Applicant,
or a person for whom such Applicant is acting as agent or nominee in
connection with the acquisition of such Contract, or who will have a
beneficial interest in such Contract, is:
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(1) a country, territory, organization or person or entity named on
the List of Specially Designated Nationals and Blocked Persons
maintained by OFAC, as such list may be amended from time to
time;
(2) a person or entity that resides or has a place of business in a
country or territory named on an OFAC list, or that is designated
as a Non-Cooperative Jurisdiction by the Financial Action Task
Force on Money Laundering, or whose premium funds tendered for
the acquisition of such Contract are transferred from or through
any such country or territory;
(3) a "foreign shell bank" as such term is described in 31
U.S.C.(S)5318(j) and U.S. Department of the Treasury regulations
thereunder;
(4) a person or entity that resides in or is organized under the laws
of a jurisdiction designated by the Secretary of the Treasury
pursuant to 31 U.S.C.(S)5318A as a "jurisdiction of primary money
laundering concern;" or,
(5) a "senior foreign political figure," or a "family member" or
"close associate" of such a senior foreign political figure
within the meaning of the Guidance on Enhanced Scrutiny for
Transactions that May Involve the Proceeds of Foreign Official
Corruption issued by the U.S. Department of the Treasury or, if
Selling Group Member has determined that an applicant or such
other person is a "senior foreign political figure," or a "family
member" or "close associate" of a senior foreign political
figure, the broker dealer has diligently scrutinized the proposed
purchase of the Contract by or for the benefit of such person.
10. GENERAL PROVISIONS.
(a) Waiver.
Failure of any of the parties to promptly insist upon strict
compliance with any of the obligations of any other party under this
Agreement will not be deemed to constitute a waiver of the right to
enforce strict compliance.
(b) Independent Assignment.
No assignment of this Agreement or of commissions or other payments
under this Agreement shall be valid without prior written consent of
USL. Furthermore, except as provided below, this Agreement and any
rights pursuant hereto shall be assignable only upon the written
consent of all of the parties hereto. Except as and to the extent
specifically provided in this Agreement, nothing in this Agreement,
expressed or implied, is intended to
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confer on any person other than the parties hereto, or their
respective legal successors, any rights, remedies, obligations, or
liabilities, or to relieve any person other than the parties hereto or
their respective legal successors, from any obligations or liabilities
that would otherwise be applicable.
(c) Notice.
All notices, statements or requests provided for hereunder shall be
deemed to have been duly given when delivered by hand to an officer of
the other party, or when deposited with the U.S. Postal Service, via
first-class certified or registered mail, with postage pre-paid, or
when delivered by overnight courier service, telex or telecopier,
addressed as follows:
If to USL:
The United States Life Insurance Company in
the City of New York
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
If to Selling Group Member:
_____________________
_____________________
_____________________
Attention: _____________________
If to AGESC:
American General Equity Services Corporation
#0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Attention: President
If to the Associated Agency:
_____________________
_____________________
_____________________
Attention: _____________________
or to such other persons or places as each party may from time to time
designate by written notice.
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(d) Severability.
To the extent this Agreement may be in conflict with any applicable
law or regulation, this Agreement shall be construed in a manner
consistent with such law or regulation. The invalidity or illegality
of any provision of this Agreement shall not be deemed to affect the
validity or legality of any other provision of this Agreement.
(e) Amendment.
This Agreement may be amended only in writing and signed by all
parties. No amendment will impair the right to receive commissions
accrued with respect to Contracts issued and applications procured
prior to the amendment.
(f) Entire Agreement.
This Agreement together with such amendments as may from time to time
be executed in writing by the parties, constitutes the entire
agreement and understanding between the parties in respect to the
transactions contemplated hereby and supersedes all prior agreements,
arrangements and understandings related to the subject matter hereof.
(g) Termination.
This Agreement may be terminated by any party upon 30 days' prior
written notice. It may be terminated, for cause, defined as a material
breach of this Agreement, by any party immediately. Termination of
this Agreement shall not impair the right to receive commissions
accrued to applications procured prior to the termination except for a
termination due to cause, or as otherwise specifically provided in
Schedule B.
(h) Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York applicable
to contracts made and to be performed in that state, without regard to
principles of conflict of laws.
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By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement.
Date: ____________________________
Selling Group Member
Address: ______________________________________________
______________________________________________
Signature: ______________________________________________
Name & Title: ______________________________________________
The United States Life Insurance Company in the City of New York
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Signature: ______________________________________________
Name & Title: ______________________________________________
The Associated Agency
Address: ______________________________________________
______________________________________________
Signature: ______________________________________________
Name & Title: ______________________________________________
American General Equity Services Corporation
#0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Signature: ______________________________________________
Name & Title: ______________________________________________
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