EXHIBIT 10.6
AGENCY ORDERING AGREEMENT
Translated From Japanese
IA Partners (hereinafter called First Party) and American Family Life Assurance
Company of Columbus (hereinafter called Second Party) enter into this agreement
with regard to subcontracting about life insurance soliciting as following
respective articles. IN WITNESS WHEROF, First Party, Second Party and First
Party's cosigner have executed this Agreement by placing signatures and seals
thereon, and IA Partners shall keep it and American Family shall issue the copy.
However, if American Family offers to keep the authentic copy, the parties
hereto shall execute in duplicate.
5/2/2006
FIRST PARTY:
Address: PlaceNameplaceNishi-Shinjyuku PlaceNameShowa PlaceTypeBuilding 00X,
0-00-00 Xxxxx-Xxxxxxxxx, Xxxxxxxxx-xx,
XxxxxxxxxXxxxx
Name: IA Partners, Inc.
Representative: CEO, PersonNameHideki Anan
COSIGNER:
Address: 3-13-10-403, Yoyogi, Sibuya-ku,
placeCityTokyo, 151-0053
Name: PersonNameHideki Anan
Relationship with First Party: CEO
SECOND PARTY:
Address: 0-0-0, Xxxxx-Xxxxxxxxx,
Xxxxxxxxx-xx, Xxxxx
American Family Life Assurance Company of placeCityColumbus
Corporate business manager, Xxxx Xxxxxxxx
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COMMISSIONED BUSINESS:
Paragraph 1.
1. Second Party shall consign the following business (hereinafter called
representation) to First Party.
(1) Agency business of concluding life insurance contract (hereinafter
called insurance contract) agreed by both parties (hereinafter called
insurance soliciting).
(2) Receiving premiums and issuing premium receipts (hereinafter called
receipt of premiums).
(3) Maintenance and service business as follows.
1) Modification and cancellation of insurance contract and commission
of premium claims documents among insurance contractor, assured person
and beneficiary of insurance coverage or benefit.
2) Maintenance of accepted insurance contracts with insurance
contractors and companies which have group contracts with Second Party.
3) Business to prevent invalidation and cancellation of the insurance
contract.
4) Response to inquiries from an insurance contractor, assured person,
beneficiary and group, and provision of information and services in
regard to accepted life insurance.
5) Other maintenance and service business prescribed by Second Party.
2. After concluding this contract, if Second Party sells new life insurance
(including modification of the marketing method), it can decide to commission
the representation regarding the life insurance to First Party.
3. If Second Party commissions the representation regarding new life
insurance in accordance with the previous clause, it shall notify First Party
of contract conditions in regard to handling of the life insurance in
writing. After Second Party sends the notice, if there is no particular
declaration of intention from First Party within a month, commission of the
representation with respect to the life insurance shall be deemed agreed by
both parties according to this contract and the written notice.
4. First Party agrees that it has no right to conclude a life insurance
contract and to receive an announcement.
DUTY OF CANDOR AND COMPLIANCE OF LAWS
Paragraph 2. First Party shall execute the representation in good intention and
abide insurance business law, related laws (including a supplementary provision
to the insurance business law, enforcement order and related notice, hereinafter
called laws), stipulations provided by Second Party for execution of the
representation, notices and instructions according to the purpose of commission
in good intention.
CLEAR INDICATION OF AUTHORITY
Paragraph 3. First Party and its employees shall indicate their authority to
their customers in a way specially designated by Second Party in insurance
soliciting.
CAPTIVE OBLIGATION
Paragraph 4.
1. First Party shall not be registered as a life insurance agent of another
life insurance company and execute the representation for another life
insurance company.
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2. First Party shall not make its employees double as another life insurance
company' board member, employee or these people's employee, be registered as
a life insurance agent or execute the representation for another life
insurance company.
3. The previous clause 2 shall not be applied if First Party meets the
requirements provided in laws, gain approval of Second Party and then enter
into an agency ordering agreement with another life insurance company
(hereinafter called independent agent), but a special rule in regard to
independent agents, a part of this contract, shall be applied. 4. In the case
of the previous clause, if the agency ordering agreement concluded with
another life insurance company expires, First Party shall notify Second Party
immediately of that.
OFFICE OF FIRST PARTY
Paragraph 5.
1. First Party shall have an office to execute the representation and notify
Second Party of the name and the address in the prescribed style.
2. If First Party establishes another office in addition to the office
prescribed in the previous clause, change the address of the office or stop
execution of the representation in the office, it shall notify Second party
of that and gain approval from it.
SPECIAL RULE IN REGARD TO COMPANIES
Paragraph 6.
1. If First Party is a company agent, a special rule in regard to company
agents, a part of this contract, shall be applied.
2. If First Party is a company agent, Paragraph 7 (Registration) and
Paragraph 8 (Registration of employees) in this contract shall not be
applied, but Paragraph 3 and 4 in the special rule in regard to company
agents shall be applied.
REGISTRATION
Paragraph 7.
1. In executing the representation, First Party shall be registered as an
life insurance agent through Second Party after taking prescribed trainings
conducted by First Party and passing prescribed tests according to laws.
2. If modification of registry prescribed in laws arises, First Party shall
notify as prescribed through Second Party.
REGISTRATION OF EMPLOYEES
Paragraph 8.
1. If First Party makes its employees engage in the representation, it shall
be registered as prescribed in laws in accordance with rules in the first
term of the previous paragraph.
2. If modification of registry prescribed in laws with respect to a
registered employee arises, First Party shall notify immediately as
prescribed through Second Party.
3. Employees defined in this contract shall not receive a commission of the
representation from Second Party in their name but assist First Party's
execution of the representation.
4. Second Party may disenroll the registration of the employee not operating
for 6 months in a row according to laws.
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BUSINESS ADMINISTRATION MANAGER
Paragraph 9.
1. First Party shall appoint more than one practice manager for its
representation (hereinafter called business administration manager) and
notify Second Party.
2. The business administration manager in the previous clause shall execute
the business separately designated by Second Party.
OBLIGATION OF MANAGEMENT AND SUPERVISION
Paragraph 10. With regard to selection, management and supervision of employees
engaging in representation, First Party shall try to execute the representation
smoothly with fastidious care according to this contract.
AGENCY COMMISSION
Paragraph 11.
1. Second Party shall pay prescribed agency commission for First Party's
representation according to agency commission rule, a part of this contract.
2. If there are modifications of the conditions and compelling reasons, First
Party may revise agency commission rule to the future after notifying
beforehand to Second Party.
3. In the event of termination of this contract by expiry of the term of
contract and cancellation, Second Party shall not pay agency commission on
and after date of termination to First Party.
SECOND PARTY'S EXPENSE BURDEN
Paragraph 12. Second Party shall not pay any of the expense in any name but
revenue stamp expense for the business prescribed on Paragraph 13 and remittance
charge of premiums from First Party to Second Party.
HANDLING OF PREMIUM APPROPRIATION
Paragraph 13.
1. In the event of receipt of the first premium appropriation, First Party
shall definitely use the first premium appropriation receipt furnished by
Second Party.
2. According to preceding clause, First Party shall credit the received the
first premium to Second Party or the account designated by Second Party
immediately.
3. First Party shall keep the first premium appropriation separating clearly
from its own assets before crediting it according to the preceding clause and
not divert it to others.
4. First Party shall manage prescribed receipt furnished by Second Party with
the care of a good manager. In the case of disappearance of the receipt by
loss, theft and fire, First Party shall notify Second Party immediately.
5. If First Party shall receive premiums on and after the second installment,
follow each clause in this paragraph by considering the first premium
appropriation as premium on and after the second installment, and the first
premium appropriation receipt as premium receipt.
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DOCUMENT FOR INSURANCE SOLICITING
Paragraph 14. Advertisement, printed matters and other documents for insurance
soliciting First Party shall use to solicit insurance or facilitate insurance
shall be limited to documents made drawn up and accepted in advance by Second
Party.
ADVANCE DISTRIBUTION OF "POLICY LEAFLET, COVENANT"
Paragraph 15. First Party shall definitely furnish " policy leaflet, covenant"
drawn up by Second Party to insurance applicants and get receipt stamp according
to the method separately designated by Second Party before receiving the
insurance proposal form.
KEEPING OF DOCUMENTS
Paragraph 16.
1. With the care of a good manager, First Party shall keep documents it
receives when executing its representation and documents and a ledger sheet
(hereinafter called documents) to be received or kept based on instruction by
Second Party. Unless there is an advance approval from Second Party in
writing, First Party shall not use them for any reason but the purpose for
this contract.
2. In the event of inspection by supervisory authority, First Party shall
disclose documents prescribed on the preceding clause as needed.
3. In the event of request from Second Party or persons accepted by Second
Party, First Party shall submit documents prescribed on Article 1 to Second
Party at any time.
OWNERSHIP OF BUSINESS PROPERTY
Paragraph 17. Second Party shall own premium receipt, ledger sheet, documents,
forms and appliance with regard to representation delivered to First Party by
Second Party.
MANDATORY REPORTING
Paragraph 18.
1. In the event of request from Second Party or persons designated by Second
Party, First Party shall report documents, money and related matters with
regard to representation.
2. In the event of expiry of the term of contract or cancellation according
to Article 1 and 2 of Paragraph 34, First Party shall report the current
state of the business to Second Party by the termination of the agreement.
3. Under the rule of Article 3 or 5 of Paragraph 34, in the event of
cancellation by the parties, First Party shall report the current state of
the business to Second Party immediately.
OBLIGATION OF INSPECTION COOPERATION
Paragraph 19. If Second Party or persons designated by Second Party shall
inspect the representation, First Party shall cooperate with good faith.
IMPLEMENTATION OF EDUCATION AND INFORMATION PROVISION
Paragraph 20.
1. Second Party shall implement education to master necessary information and
technology for execution of representation and First Party shall take the
education. First Party shall make its employees take this education as well.
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2. Second Party shall provide necessary information for execution of
representation to First Party and First Party shall receive it according to
the method designated by Second Party.
PROHIBITION OF OPINION ANNOUNCEMENT ABOUT PAYMENT FOR INSURANCE COVERAGE
Paragraph 21. If First Party gains information that reasons for payment of
insurance coverage arises, shall not express its opinion to any person regarding
whether there is Second Party's obligation to pay or not.
PROHIBITION OF UNFAIR USE OF STATUS AND RIGHT
Paragraph 22. First Party shall use status gained through this contract, right
with the status and corporate name, name, trademark, expression showing Second
Party's business only for the purpose of this contract.
CONFIDENTIALITY
Paragraph 23.
1. First Party shall collect customer information to the extent necessary to
execution of representation by legal and fair means. When collecting the
information from a bystander, First Party shall exert its best endeavors so
as not to damage the benefits of information entity.
2. During the term of this agreement and thereafter, First Party shall not
divulge personal and business secrets and all of matters gained while
executing representation to any person and use them for any purpose except
execution of representation. First Party shall manage information (including
policy in force) provided by Second Party or bystanders during execution of
representation with the care of a good manager and shall not use and
duplicate it for any purpose except the reason for being provided with it.
3. First Party shall exert its best endeavors to protect the privacy of all
people related to this contract including an insurance contractor and assured
person.
4. First Party shall abide directions about handling of customer information
separately designated by Second Party.
5. In the event of termination of this contract by expiry of the term of
contract and cancellation, First Party shall return customer information
gained during execution of representation to Second Party.
ABIDANCE OF MATERIAL REPRESENTATION RESTRICTION
Paragraph 24. First Party shall not execute the following actions with regard to
insurance soliciting.
(1) Announce false things to insurance contractors and assured persons or not
announce substantive matters out of the stipulation
(2) Encourage the announcement of substantive matters to insurance
contractors and assured persons.
(3) Discourage insurance contractors and assured persons from announcing
substantive matters to the insurance company or encourage not to announce
them.
PROHIBITION OF REBATE ON PREMIUMS
Paragraph 25. Regardless of name or method, First Party shall not promise to
provide or provide discounts and rebates of all or a part of agency commission
and other special profits to insurance contractors and assured persons.
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EXPECTED DIVIDENDS AND COMMODITY COMPARISON RESTRICTION
Paragraph 26.
1. Under the provision of the laws, in regard to the matters the future
amount such as contractor dividends is uncertain, First Party shall not
indicate assertive judgments about them, announce or indicate things that may
be misunderstood to be certain to insurance contractors, assured persons or
unspecified persons.
2. Under the provision of the laws, in regard to contractual coverage of an
insurance contract, First Party shall not announce or indicate things that
are compared to contractual coverage of another contract and may be
misunderstood to insurance contractors, assured persons or unspecified
persons.
PROHIBITION OF REPRESENTATION RECOMMISSION
Paragraph 27.
1. First Party shall not recommission insurance soliciting to another agency
or its executives and employees.
2. First Party shall not recommission insurance soliciting to insurance
neutral persons or its executives and employees.
3. First Party shall not pay commission to other companies in regard to
completion of a contract regardless of the name.
4. First Party shall not have personal or capital ties designated by Second
Party among insurance neutral persons.
PROHIBITION OF INSURANCE SOLICITING SWITCH
Paragraph 28. First Party shall not make insurance contractors or assured
persons of life insurance companies other than Second Party apply for a new
insurance contract after extinguish an existing contract without informing them
and vice versa.
PROHIBITION OF PRESSURE INSURANCE SOLICITING
Paragraph 29.
1. First Party shall not intimidate insurance contractors, assured persons or
other customers.
2. Regardless of the method, in order to bind the intention of insurance
contractors, assured persons and other customers, with influence under
official hierarchical relationship, First Party shall not confer a benefit or
disbenefit and unfairly use other business positions.
PROHIBITION OF DEPUTY TO STAFF
Paragraph 30. First Party shall not allow back-office staff of Second Party to
execute insurance soliciting and regard the contract as one handled by First
Party.
DAMAGES
Paragraph 31.
1. Due to violation of this contract or items designated by Second Party
under this contract intentionally or negligently, if First Party causes
damage to Second Party or Second Party assumes liability, shall compensate
Second Party for its loss. The same shall go for damages caused by First
Party's deputies and employees.
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2. First Party shall be responsible for damages provided in the previous
clause even after the termination of this contract.
PROHIBITION OF TRANSFER OF A POSITION AS AN AGENCY
Paragraph 32.
1. First Party may not transfer a position as First Party under this contract
in the absence of prior authorization by Second Party in writing.
2. A position as an agency under this contract may not be inherited.
PROHIBITION OF TRANSFER OF CLAIM
Paragraph 33. First Party may not dispose by transferring and pledging all or a
part of claim such as claim of agency commission to Second Party arising during
the execution of representation to a bystander.
DISCHARGE OF A CONTRACT
Paragraph 34.
1. During the validity of this contract, First Party or Second Party may
discharge the contract at anytime with a month' s notice.
2. If Second Party falls under criteria for contract discharge First Party
provides in agency commission rules or the persistence rate of the insurance
contract handled by First Party is remarkably below the average persistence
rate calculated by the criteria designated by Second Party and hopeless to
improve, Second Party may discharge this contract with a month's notice in
writing.
3. Despite the previous clause 2, if falling under each number as follows,
Second Party may discharge this contract at anytime without notice in
writing.
1) If First Party cannot be registered as life insurance agent within 3
months after the end of conclusion of this contract.
2) If First Party's registration is extinguished under the rule of the
laws or loses effect.
3) If First Party commits an act likely to be extinguished the
registration under the laws.
4) If First Party acts against this contract.
5) If First Party xxxxx the interests of insurance contractors, assured
persons and insurance beneficiaries and other persons related to the
insurance contract, or commits an act likely to be prejudicial to them.
6) If First Party xxxxx Second Party's confidence or commits an act likely
to do it.
7) If First Party interferes the business of Second Party or groups or
commits an act likely to do it.
8) If First Party falsely reports and notifies regarding establishment of
agency.
9) If First Party falls under the following matters.
(1) In the event of petition of First Party's payment suspended,
bankruptcy, start of corporate consolidation, start of corporate
reorganization proceedings, start of civil rehabilitation proceedings,
start of special liquidation and other proceedings similar to these.
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(2) In the event of First Party's disposition by suspension of business
at a clearinghouse.
(3) In the event of ancillary attachment, interlocutory injunction,
provisional preservative seizure, execution of security right or
coercive collection of tax and public dues on First Party's assets.
(4) If it becomes impossible for Second Party to know First Party's
address for reasons attributable to First Party such as First Party's
neglect of address change notice.
4. If this contract is discharged under the previous clause 3, First Party
shall lose benefit of term in regard to debt burden for Second Party and
settle obligation immediately.
5. Despite the first clause of this paragraph, First Party may discharge the
contract without notice in writing if Second Party acts against the contract.
6. Discharge of contract shall be effective only to the future.
ADEQUATE MEASURE OBLIGATION AFTER TERMINATION OF CONTRACT
Paragraph 35.
1. If this contract terminates by expiration of the term of the contract or
cancellation, First Party shall return Second Party's possessions to Second
Party immediately.
2. First Party and Second Party shall immediately execute business that arose
at the end of the contract with good faith.
CESSATION OF BUSINESS
Paragraph 36. If First Party or its employees fall under each number as follows,
according to the rule of Paragraph 34 and Second Party's provision, reprimand,
cessation of business for a certain period, nonpayment of agency commission for
a certain period and other dispositions. Second Party shall follow the
disposition or force its employees to follow it.
1) Act against the rule of this contract
2) Act against the laws, the rules designated by Second Party for the
execution of representation, note, instruction and direction.
3) In execution of the representation, inappropriately act or commit an act
likely to harm Second Party's confidence.
4) Commit an act likely to lack decency remarkably and be judged to be
inappropriate as agent or its employees.
COSIGNER
Paragraph 37.
1. First Party shall select a guarantor with Second Party's approval in
conclusion of this contract.
2. The guarantor in the previous clause shall perform all of First Party's
obligations in solidarity with First Party under recompense duty provided in
Paragraph 31 and this contract.
3. If the selected guarantor dies or disappears and cannot perform guarantee
obligations due to deterioration of asset position, First Party shall select
another guarantor with Second Party's approval.
4. First Party may change the guarantor in Article 1 of this paragraph with
Second Party's approval.
5. Under the rule of the previous clause 2, even if the guarantor is changed,
ex-guarantor shall be responsible for obligations arising by the guarantee
commencement date of a new guarantor including ones not exposed.
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PLACE OF OBLIGATION PERFORMANCE
Paragraph 38. The place of obligation performance of First Party in this
contract shall be the location of principal office of Second Party in
placecountry-regionJapan or the place separately designated by Second Party. The
place of obligation performance of Second Party shall be the location of Second
Party's office provided by Article 1 in Paragraph 5 of this contract.
COMPETENT COURT
Paragraph 39. With regard to case of conflict arising between the parties about
this contract, a competent court shall be a court controlling the location of
principal office of Second Party in placecountry-regionJapan.
MODIFICATION OF CONTRACT
Paragraph 40. Second Party may modify this contract, the rules provided by
Second Party for execution of representation, notice, instruction and direction,
and First Party shall follow them even during the validity of this contract, if
its necessity arises from the perspective of protection of insurance contractors
or securing of fair competition and improvement or elimination of laws.
VALIDITY OF CONTRACT
Paragraph 41. This contract shall remain in force for a period of a year from
May 2, 2006, and thereafter on year basis, unless notice is given by either
party a month before the original renewed expiration date.
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SPECIAL RULE WITH REGARD TO COMPANY AGENCY
APPLICATION OF SPECIAL RULE
Paragraph 1. If First Party is a company agency, this special rule shall be
applied in addition to Agency ordering agreement.
EXECUTIVE AND EMPLOYEE
Paragraph 2. First Party in Agency ordering agreement shall include executives
and employees of First Party unless otherwise provided for.
REGISTRATION
Paragraph 3.
1. First Party shall be registered as a life insurance agent through Second
Party under laws in executing the representation.
2. If a representative of First Party engages in insurance soliciting,
success in the prescribed examination shall be required.
3. If a representative of First Party does not engage in insurance
soliciting, application for exemption of the examination in Article 2 shall
be required during the registration in Article 1.
4. If modification of registry provided in laws arises, First Party shall
notify the modification through Second Party immediately.
5. First Party shall not be registered as a life insurance agent of another
life insurance company and execute representation for the company. However,
this article shall not be applied if First Party is an independent agent.
ARRANGEMENT AND REGISTRATION OF EXCLUSIVE AGENT
Paragraph 4.
1. If a representative of First Party does not engage in an insurance
soliciting, First Party shall usually arrange more than 2 life insurance
agents that are registered as provided and execute the representation
(hereinafter called exclusive agent) in executives not a representative and
employees, through Second Party under laws, and shall not allow them to
execute the representation.
2. If First Party establishes the office falling under Article 2 in Paragraph
5 of Agency ordering agreement, shall usually arrange more than 1 exclusive
agent.
3. An exclusive agent shall only assist First Party's registration as an
employee of First Party and shall not independently receive a commission of
representation from Second Party.
4. If modification of an exclusive agent's registry provided in laws arises,
First Party shall immediately notify the modification through Second Party.
5. Second Party may disenroll an exclusive agent not operating for 6 months
consistently.
6. First Party shall not allow executives and employees (including exclusive
agents) to be registered as a life insurance agent of another life insurance
company and execute the representation for another life insurance company.
However, if First Party is an independent agency, this article shall not be
applied.
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FIRST PARTY'S OFFICE
Paragraph 5.
1. First Party shall make a list of name and address of office executing
representation for Second Party in the style separately designated by Second
Party and submit it to Second Party.
2. If either reason as below arises, First Party shall make a list of office
reflecting the transfer immediately and submit it to Second Party.
(1) If First Party establishes a new office executing representation for
Second Party.
(2) If an office listed on the list of office stops executing
representation.
(3) If an executive or employee of First Party registered in the list of
office are absence because of modification and cancellation of
registration, retirement and personnel change.
(4) In the event of modification of name or address of office executing
representation.
(5) If a new executive or employee of First Party is registered.
(6) If an affiliated office of First Party's executive or employee is
changed due to personnel change.
PROHIBITION OF SELF-CONTRACT
Paragraph 6.
1. First Party shall not handle an insurance contract in which First Party
itself is a contractor.
2. If First Party executes insurance soliciting in violation of the previous
clause, shall immediately notify Second Party. In this case, Second Party
shall not pay money such as agency commission regarding First Party's
insurance soliciting and similar money to this. If First Party already
received it, shall return immediately to Second Party.
PROHIBITION OF SPECIFIC CONTRACT
Paragraph 7.
1. First Party shall not execute insurance soliciting in which company
insurance contractor having humanly and capitally tight relationship with
First Party and First Party's representative (hereinafter called specifically
related company), falling under the standard separately designated by Second
Party, for the purpose of actual discount, is a contractor.
2. If First Party executes insurance soliciting in violation of the previous
clause, shall notify to Second Party immediately. In this case, Second Party
shall not pay money such as agency commission regarding First Party's
insurance soliciting and similar money to this. If First Party already
received it, shall return immediately to Second Party.
3. First Party shall not execute insurance soliciting in which First Party's
executive or employee, or specifically related company's executive or
employee is a contractor with regard to the type of insurance contract
separately designated by Second Party.
4. First Party shall report the name and address of specifically related
company to Second Party according to the standard separately designated by
Second Party.
MANAGEMENT AND SUPERVISION OBLIGATION
Paragraph 8. First Party shall try to execute smoothly representation with
meticulous care in regard to appointment, management and supervision of
exclusive agent and business administration manager.
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SPECIAL RULE WITH REGARD TO INDEPENDENT AGENT
APPLICATION OF SPECIAL RULE
Paragraph 1. If First Party is an independent agent, this special rule shall be
applied in addition to Agency ordering agreement.
SELECTION AND ARRANGEMENT OF EDUCATION MANAGER
Paragraph 2.
1. If First Party concludes the agency ordering agreement with more than one
life insurance company, shall select and arrange an education manager in
charge of education for life insurance agent. The selection and arrangement
shall meet laws and requirements separately designated by Second Party.
2. If the education manager is absence or does not meet the previous
requirements, First Party shall select and arrange a new education manager.
3. In the event of selection or change of education manager, First Party
shall notify Second Party immediately.
PROHIBITION OF INSURANCE SOLICITING SWITCH
Paragraph 3.
1. First Party shall not make insurance contractors or assured persons of
life insurance companies other than Second Party apply for a new insurance
contract after extinguish an existing contract without informing them and
vice versa.
2. With regard to the past insurance soliciting for Second Party, If First
Party intermediated conclusion of insurance contract for another life
insurance company and if it is possible for relevant insurance contract to
disappear, shall notify Second Party immediately.
CONFIDENTIALITY
Paragraph 4.
1. During the term of this special rule and thereafter, First Party shall not
divulge personal secrets and other all matters gained while executing
representation to any person and use them for any purpose except execution of
representation as well as follow the rule of Paragraph 23 in the agency
ordering agreement. First Party shall manage information (including policy in
force) provided by Second Party or another life insurance company during
execution of representation with the care of a good manager and shall not use
and duplicate it for any purpose except the reason for being provided with
it.
2. First Party shall exert its best endeavors to protect all the privacy
related to application of this special rule including an insurance contractor
and assured person.
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