EXHIBIT 10.96
[LOGO]
THE CHESAPEAKE LIFE INSURANCE COMPANY
MASTER GENERAL AGENT
CONTRACT AGREEMENT
I. AGREEMENT
This Contract Agreement (an "Agreement") is between the natural person or
business entity that signs below, called "you" or "your" and The Chesapeake Life
Insurance Company, called "we", "us", or the "Company" that signs a Commission
Schedule (a "Schedule") to this Agreement. The Company and Life Professionals
desire to enter into this Agreement and work together for their mutual benefit,
through the sale and service of Company Products to suitable customers who have
the need and desire to purchase such Products. "Product" refers to a
non-securities insurance and annuity product of the Company.
At its option, which shall not be unreasonably withheld, the Company agrees to
contract with and/or appoint Sub-Producers recruited by you, and Sub-Producers
recruited by your Sub-Producers, (collectively referred to as "Sub-Producer's")
who meet the standards then generally required by us in the appointment of life
and annuity sales producers. If a Sub-Producer who is already under an Agreement
with the Company is assigned to you, your responsibilities with respect to that
Sub-Producer are the same as if you recruited the Sub-Producer to the Company
unless otherwise agreed in writing by you and the Company.
Sub-Producers may be contracted only on standard Sales Producer Agreements or
Licensed Only Sub-Producer Acknowledgements and accompanying Schedules approved
by and made available through the Company.
The Company may immediately suspend your ability to recruit Sub-Producers under
this Agreement, if the Company has reasonable cause to suspect that you have
engaged in conduct involving violation of the terms of your Agreement. You will
be notified, in writing, of the reason and the terms of any suspension.
II. AGREEMENT DATE
This Agreement will take effect when the Company signs a Schedule at the
Company's home office and appoints you as its insurance producer according to
applicable law. A Schedule will take effect when signed by the Company at its
home office. This Agreement, Stock Bonus Plan Addendum, Admin Bonus Plan
Addendum, Proprietary Product Designation Addendum, Promissory Note, Guaranty
and Security Agreement, Ethics Policy, Appointment Application and a Schedule
form the entire Agreement between the Company and you concerning matters covered
by this Agreement. This Agreement terminates and replaces any prior Agreement
between the Company and yourself concerning matters covered by this Contract.
This Agreement can be amended only by a document signed by the Company and
yourself. Any amendment to this Agreement or a Schedule will take effect when
signed by the Company at its home office. The Company will give you prior
written notice before amending or replacing a Schedule.
The Agreement Date applies to all applications for Policies submitted on or
after the Contract Date, which is specified on the signature page of this
Agreement.
III. RELATIONSHIP
This Agreement shall not be construed to create the relationship of employer and
employee between the Company and you or any of your Sub-Producers. You are an
independent contractor and not an employee of the Company. You may solicit only
applications for the Company that are listed in a Schedule. You shall be free to
exercise independent judgment as to the time and place of performing all acts
authorized under this Agreement except as provided in Section IV.
IV. DUTIES, OBLIGATIONS, AUTHORIZATION AND LIMITATIONS
The following conditions shall apply to you or to any of your employees or to
any Sub-Producers:
1. You and all Sub-Producers shall have no powers of authority other than those
expressly granted in this Agreement, and no other or greater power or authority
shall be implied by the grant or denial of powers or authority specifically
mentioned.
2. For as long as you are contracted with the Company, licensed, appointed and
in good standing with the regulatory authorities, the Company hereby authorizes
you to:
(a) Personally produce applications for Policies covered by this
Contract Agreement and Schedule; and
(b) Collect the first premiums on such applications in the form of a
check or money order made payable to the Company.
(c) Solicit, through Sub-Producers selected by you, contracted by us,
applications for Policies covered by the Sub-Producer's Sales
Producer Agreement and Schedule or Licensed Only Sub-Producer
Acknowledgment.
3. You may recommend that the Company enter into Agreements with other natural
persons and business entities, but the Company is not obligated to do so. You
are responsible for training and supervising any insurance Sub-Producer who
reports directly to you regarding the Sub-Producer's compliance with such an
Agreement. You agree also to ensure that you and your Sub-Producers are familiar
with and understand the terms and conditions of the Products and the supporting
marketing literature made available by us in connection with any of the
Products, which you sell under this Agreement. You are responsible for all
expenses that you incur.
4. You agree to conduct your activities in a professional manner and in
accordance with all laws and regulations in force in the states in which you
market any Company Products and you further agree to abide by all present and
future decisions and instructions issued by the Company. You agree to ensure
that your Sub-Producers are familiar with the Code of Conduct detailed in the
Ethics Policy attached to and made part of this Agreement.
5. The Company reserves the right at any time to change any guideline, rule,
policy, instruction or directive relating, but not limited to, market conduct,
underwriting rules or guidelines, mortality rates and interest crediting rates.
You agree to promptly inform all Sub-Producers or employees of our rules,
regulations and policies and of any amendment, addition, change or modification
of the same by the Company.
6. You must comply with all applicable federal, state and local laws, statutes,
regulations and guidelines, including without limitation any state statute,
regulation, order or interpretation in effect requiring that you protect the
privacy of all "Nonpublic Personal Information" that you have about an
applicant, owner, insured, annuitant, beneficiary or other person who seeks to
obtain, obtains or has obtained a Product or service from the Company that is to
be used primarily for personal, family or household purposes, and any law
regarding the suitability of products sold by insurance producers. If you
receive any such nonpublic information from the Company, you will use the
information only in connection with your performance under this Agreement and as
permitted by law. You agree to establish physical, electronic, and
administrative procedures to protect the security and confidentiality of
"Nonpublic Personal Information."
"Nonpublic Personal Information" has the meaning set forth in section 509 of the
Xxxxx-Xxxxx Xxxxxx Act (P.L. 106-102) and any federal and state laws and
regulations that implement that Act and includes but is not limited to name,
address, and financial or health information of a policyholder, insured,
applicant or prospect.
This section survives the termination of the Master General Agent Agreement.
7. You must comply with all Company rules and procedures, which are intended to
implement, or which are otherwise related to such federal, state and local laws,
statutes, regulations or guidelines. You acknowledge the Company's obligation to
investigate alleged breaches of such laws, statutes, regulations, guidelines,
rules or procedures, as it may deem appropriate, and to act on the findings of
such investigations. You further agree to cooperate fully in any investigation.
The Company agrees to provide You with written notice of all changes to rules
and procedures and such changes shall not become effective until thirty (30)
days after written notice has been provided or unless earlier as required by law
or the appropriate regulatory authority.
8. You may not: bind the Company by any promise or agreement; accept a
promissory note for, or incur any expense or obligation on behalf of the
Company; waive any of the Company's rights or requirements regarding, or any
provision of, a Product; make, alter, modify or discharge any Product, any
provision in any Product, application, conditional receipt or any other writing
for the Company; extend the time for payment of premiums; waive or extend any
Policy condition or waive any forfeiture; accept payment of any past due
premium, except as requested by Company; approve or recommend approval of
evidence of insurability; make any representation or state any opinion regarding
the validity or payment of any claim; guarantee current interest or premium
rates; guarantee the continuance of any practice or procedure of the Company;
use any of the Company's names, logos or trademarks without the Company's prior
written consent; advertise any Product or the Company unless the Company
provides the advertisement to you or has previously given you its written
approval of the advertisement; begin any legal proceeding on behalf of the
Company without the Company's prior written consent.
9. You agree: to exercise reasonable care and diligence to ensure that the
Products covered by us under this Agreement are maintained current and in force;
that it is your responsibility to provide reasonable post sales service to
Policyholders and the beneficiaries of Policyholders and to exert your best
efforts to promote the interest of the Company; to not open any bank or other
account(s) in the Company name; not to endorse, cash or deposit any check,
draft, or money order made payable to the Company; not to use any funds
collected for or on account of the Company, by yourself, your employee's or your
Sub-Producers for any personal or other purpose whatsoever.
10. You shall make full disclosure to us of all facts known or learned about any
applicant for coverage that relates to insurability.
11. We will pay all customary underwriting costs, including all reasonable
costs, expenses and fee's for obtaining such medical and other information we
consider necessary to determine the insurability of applicants for our Products.
You are responsible for all expenses, other than the customary underwriting
costs referred to above, incurred by you or your Sub-Producers in the
performance of this Agreement. If you cause us in any way to incur unnecessary
underwriting costs, then we reserve the right to offset from your compensation
any or all such underwriting expenses.
12. After giving you reasonable notice, the Company may visit your office,
examine your files and records and accompany you while you represent the
Company, all at reasonable times. You agree to keep accurate and complete
records and accounts of all transactions, and shall provide the Company complete
access and right to inspect and copy all records, vouchers, bank accounts,
transactions, correspondence and other information we may reasonably require as
they relate to business placed with us. You agree that your obligation under
this Section IV, item 12 shall survive the termination of this Agreement. Your
obligation under this section of the Agreement shall survive for a period of two
years after the termination of the Agreement.
13. The Company may require you to maintain errors and omissions (E&O) insurance
on yourself with an insurance company, and in form and amount, satisfactory to
the Company, at your expense.
14. The Company may at any time stop doing business in any state or area within
a state, stop offering any Product for sale, or change any term of a Product or
any condition under which the Company may offer a Product.
15. You agree not to deliver a Policy unless you can reasonably determine that
the proposed insured is in as good health as at the time of application, and
unless the first premium has been fully paid. You agree to return any Policy,
which cannot be delivered within thirty (30) days for any reason to the
Company's home office at the end of the thirty (30) day delivery period.
16. You hereby agree to indemnify and hold the Company harmless from all losses,
expenses, including, but not limited to, reasonable attorney fees, costs and
damages resulting from any act of commission or omission of negligence or
misfeasance by you, any Sub-Producers, or any employee of yours. You agree that
your obligations under this Section IV, item 16 will survive the termination of
this Agreement. Your obligation under this section of the Agreement shall
survive for a period of two years after the termination of the Agreement.
17. While this Agreement is in force and after its termination you may not
convey or disclose to any person or entity any of the Company's property, for
any Products; applicants for, owners and beneficiaries of, persons insured by,
and annuitants of Products; and the recruiting, training and compensation of you
and your Sub-Producers.
18. While this Agreement is in force and, unless it has been terminated by Us
without cause, for a period of two years after its termination, you may not:
induce or attempt to induce a Sub-Producer of the Company to end his or her
association with the Company; or induce or attempt to induce an owner of a
Produce of the Company to halt payment of premiums in a Product, allow the
Product to lapse, or surrender the Product in whole or in Part. If we terminate
this Agreement without cause, you are not bound by this provision as it relates
to Sub-Producers.
19. If you breach or threaten to breach this Section IV, the Company will be
entitled to an injunction restraining you from the breach or threatened breach,
as well as to other appropriate relief, including without limitation money
damages and reimbursement of attorney fees and other expenses incurred by the
Company in seeking the injunction or other relief. If you breach this section
you forfeit your right to receive commissions from the Company. This Section IV,
item 19 will survive the termination of this Agreement. Your obligation under
this section of the Agreement shall survive for a period of two years after the
termination of the Agreement.
V. LICENSES
You must be properly licensed and appointed in every state in which you solicit,
negotiate or effectuate products listed on the attached Schedule. You and your
Sub-Producers must be properly licensed and appointed in all states that require
a license and appointment in order to receive override commissions. Unless you
are licensed and appointed as required by the state regulation, we are unable to
pay you commissions on the business you produce or the business produced by
Sub-Producers reporting to you. The Company will not accept applications from an
unlicensed Producer. You are responsible for all licensing fees and non-resident
appointment fees. The Company may pay your non-resident appointment renewal fees
for you and debit your commission account for those renewal fees. You must
notify the Company if you do not want to be reappointed 30 days in advance of
the renewal.
VI. TERRITORY
1. You may solicit and market in any territory in which the Company is
authorized to do business unless you are advised by us in writing to cease
marketing a particular Product or Products or to cease doing business in a
particular territory.
2. Your appointment is not exclusive in such territory, unless specifically
outlined in an addendum to this Agreement.
3. The Company reserves the right at any time to withdraw from any territory,
and to discontinue or withdraw or amend any Products used in a territory without
prejudice to its right to operate in any other territory.
VII. COMPENSATION
1. The Company will pay commissions to you while this Agreement is in force and
after it terminates, according to a Schedule, on commissionable premiums, which
the Company earns from Products that are shown on the Schedule and are sold by
you or Sub-Producers who report directly or indirectly to you. However, the
Company will reduce commissions payable to you by the total of commissions paid
by the Company to Sub-Producers who report directly or indirectly to you, and by
the total of commissions forfeited by a Sub-Producer who reports directly or
indirectly to you, if the Company terminates its Agreement with the Sub-Producer
pursuant to Section IX, item 2, subset (a) through (e) of the Agreement.
Premiums may include fees or charges that are non commissionable. You may assign
your right to receive commissions under this Agreement, but only with the
Company's prior written consent, which the Company may give in its sole
discretion and only by submitting the appropriate Assignment of Commissions
form. Any and all assignments so authorized shall be subject to any and all
indebtedness of yours to the Company.
2. The Company will determine the commissions, if any, that the Company may pay
to you in respect of a Product that the Company issues on an insured within
twelve (12) months after a halt in the payment of premiums on a Product
previously issued by the Company on the same insured, or within twelve (12)
months after the previously issued Product of the Company lapses or is
surrendered in whole or in part. The Company will determine whether or not to
debit your commission account for part or all of the commissions that the
Company credited to your account in respect of a Product that Company issued on
an insured within twelve (12) months prior to a halt in the payment of premiums
on, or within twelve (12) months prior to the lapse or surrender in whole or in
part of, another Product that the Company had previously issued on the same
insured.
3. If the Company refunds premiums or determines that it should not have paid
commissions to you, the Company will debit your account by an amount equal to
the commissions previously credited to your account in respect of the refunded
premiums or the commissions determined by the Company not to have been payable.
The Company may also debit your account from time to time for miscellaneous
expenses that you incur, such as fees charged by states for renewal of your
appointments with the Company.
4. The Company will send you a statement of your account, an inception to date
accumulation of posting of credits and debits. This statement is binding for all
purposes unless you give written notice to the Company within sixty (60) days of
the date of the statement that the statement is in error. Any review after this
period will be conducted at a reasonable charge to you or your Sub-Agent's
expense. By signing this Agreement, you authorize the release of compensation
information by the Company to those above you in your hierarchy.
5. Commissions payable under this Agreement will continue to be paid after the
date of termination for business submitted by you and any Sub-Producer prior to
the effective date of such termination of the Agreement according to the vesting
terms of the attached Schedule, unless commission is forfeited under Section IX,
item 2, subset (a) through (e) of this Agreement. No commission will be paid to
you on any business submitted by Sub-Producers after the termination date of
this Agreement.
6. You will receive a 1099 form for income tax purposes each year reflecting the
amount of net earned commissions and other compensation posted to your account
for the calendar year, period beginning January 1st through December 31st of
the prior year.
7. The Company may immediately suspend your ability to sell Products under this
Agreement if the Company has reasonable cause to suspect that you have engaged
in conduct involving violation of the terms of this Agreement or violation of
any law or regulation. You will be notified in writing, of the reason and the
terms of any suspension.
VIII. LIEN FOR INDEBTEDNESS, ADVANCING AND ASSIGNMENT
1. To further the business relationship during the term of the Agreement, the
Company, at the Company's sole discretion may make advances and terminate
advances.
2.We may offset, against any sums due or becoming due to you under this
Agreement between you, the Company, and any of its affiliates any monies owed to
the Company or its affiliates by you or your Sub-Agents or your employees
arising from this or any prior Agreement between you and the Company or its
affiliates. As partial consideration for debits posted to your account or the
account of your Sub-Producer, you hereby grant the Company a first lien and
prior security interest in the collateral as set forth in the "Promissory Note,
Guaranty and Security Agreement" attached and made part of this Agreement. This
Agreement constitutes a security agreement to the extent of the security
interest herein given by you to the Company.
3. You shall be responsible for all reasonable expenses and attorney's fees
incurred by the Company in any proceedings required to collect any monies owed
to the Company by you or any of your Sub-Producers as well as interest on such
monies at the legal rate.
4. The terms of this Agreement apply to the indebtedness of any of your
Sub-Producers. It is the right of the company to assign any debt accrued by your
Sub-Producer to your commission account and to use your commissions or other
compensation to offset this debt. This practice will be referred to as "the
rolling of debt" and the end product referred to as "roll up debt".
5. After termination of this Agreement, any monies owed to the Company under the
terms of this Agreement shall immediately be payable to the Company.
IX: TERMINATION
1. Termination without Cause
(a) Either party may terminate this Agreement by giving written notice
to the other party. Termination shall become effective ninety (90)
days after written notice. Notice shall be deemed received on the
date it is mailed to your last known business address. If you
voluntarily terminate your Agreement, you may not re-contract with
the Company for six (6) months.
(b) If you are contracted as a corporation or partnership, the death or
termination of any principle shall not terminate this Agreement, but
it shall continue in force and effect in favor of the remaining
principles.
(c) If you are contracted as corporation or partnership, upon the
dissolution, bankruptcy or insolvency of the corporation, this
Agreement shall immediately terminate, in which case all
compensation due or becoming due to the corporation shall be payable
to its successor or duly appointed representative.
(d) If We or any affiliate of Ours terminate this Agreement without
cause, We agree that We will terminate all agents in Your hierarchy
and We shall not recontract with any of Your Sub-Producers for a
period of six months after the effective date of the termination or
with any of our affiliated Companies for life sales.
2. Termination for Cause
(a) Upon failure to perform any of its material obligations or
covenants, the Company may terminate and cancel this Agreement
effective immediately upon providing written notice of such
termination to you or your Sub-Producers. Such notice shall specify
the cause of termination.
(b) Upon reason of fraud, willful or negligent violation of any federal
or state statute or other directive affecting Company standards or
the solicitation of Products issued by the Company, or any
misappropriation or withholding of funds, or any action taken or
sanctioned by you without our prior knowledge and approval.
(c) If your license to act as an insurance agent is revoked for cause
after an opportunity for a hearing by the insurance department of
any state or territory.
(d) If you, while this Agreement is in force, induce or attempt to
induce representatives to discontinue their Contract Agreement or
appointments with the Company, or if you, at any time, before
termination of this Agreement, replace or attempt to replace the
business of the Company with that of any other insurance carrier.
(e) If you otherwise acted to prejudice materially the interests of the
Company in breach of this Agreement.
3. Upon termination of this Agreement, you shall immediately pay to us all sums
due and immediately deliver to the Company all rate books, letters, records,
sales materials and supplies connected with the business relating to the
Company, those materials being deemed to be our property at all times.
4. In the event of your death, commissions will be paid as they become due to
your designated beneficiaries, surviving spouse, or estate only to the extent
that they have vested in you before your death.
5. Upon termination for cause, all rights to vested commission or other
compensation will be forfeited. You agree that this provision will survive the
termination of this Agreement, and that the Company is entitled to divest you of
your commission or other compensation should you engage in activities described
in Section IX, item 2, subset (a) through (e), after this Agreement is
terminated.
X: VESTING AND PAYMENT OF COMMISSIONS AFTER TERMINATION WITHOUT CAUSE
Upon termination of this Agreement for any reason other than those stated in
Section IX, item 2, subset (a) through (e), the right to commissions if any,
described in Section VII shall be vested immediately for the Products issued
pursuant to this Agreement and subject to any vesting limitations set forth in
the Schedule. Vesting shall mean your right to receive first year and renewal
commissions, for Policies placed by yourself or your Sub-Producers, as per the
attached Schedule in effect at the time the Policy was issued.
XI: NON-WAIVER
Any failure by the Company to enforce any part of this Agreement will not be
deemed a waiver by the Company of its right to enforce this Agreement according
to its terms and applicable law. This Agreement is governed by Oklahoma law.
Forbearance or neglect of the Company to insist upon the performance of any of
the terms of this Agreement or to declare a forfeiture or termination against
you shall not constitute a waiver of such rights and privileges.
XII: ENTIRE AGREEMENT AND PRIOR AGREEMENTS
This Agreement, along with the Stock Bonus Plan Addendum, Admin Bonus Plan
Addendum, Proprietary Product Designation Addendum, Promissory Note, Guaranty
and Security Agreement, Ethics Policy, Appointment Application and a Schedule,
is the sole and entire Agreement between the parties. Any understandings,
negotiations, representations, statements, promises and agreements, oral or
otherwise, not included in this Agreement shall have no force and and effect in
the construction of the rights and obligations of the parties except as provided
in this Section XII. This Agreement supersedes any prior
agreement between any UICI Company and you. Schedules for this Agreement and any
subsequent changes to such Schedules shall apply only to new applications
submitted by and through you after such become effective. Any commission and
other compensation payable under a prior Agreement shall continue to accrue in
accordance with the rates specified in the Schedules in force at time of Policy
issue. Payment of such accrued commission and any other compensation is subject
to any liens, indebtedness or assignments, and is subject to forfeiture under
Section IX, item 2, subset (a) through (e) of this Agreement.
XIII: GOVERNING LAW AND JURISDICTION
This Agreement and any amendments hereto shall be governed by and construed in
accordance with the laws of the State of Oklahoma. Each party agrees to the
exclusive jurisdiction of the courts of Oklahoma County, Oklahoma, with respect
to any claim or cause of action, whether in law or in equity, including specific
performance, arising under or relating to this Agreement, and waives personal
service of any and all process upon it, and consents that all service of process
may be made by certified or registered mail, postage prepaid and return receipt
requested. Each party waives any objection based on forum non conveniens and
waives any objection to venue of any action instituted pursuant to this
Agreement. Each party agrees that a final judgment in any such action shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment
or in any other manner provided by law. Nothing in this Section XIII shall
affect the right of any party to serve legal process in any other manner
permitted by law. To the extent that any party has or may acquire any immunity
from jurisdiction from any court or from any legal process with respect to
itself or its property, such party waives (to the fullest extent permitted by
applicable law) such immunity in respect of its obligation under this Agreement.
XIV: INVALID PROVISIONS
All of the provisions of this Agreement are distinct and severable. If any
provision of this Agreement shall be deemed to be void, invalid or otherwise
unenforceable under law or equity, the same shall not affect the validity,
legality or enforceability of any other provision or portion of this Agreement.
XV: TITLE HEADINGS
All title heading contained in this Agreement are for convenience only and shall
in no way enlarge or limit the scope or meaning of the various terms, conditions
or provisions of the Agreement herein.
XVI: NOTICES
Any notice given under any provision of this Agreement shall be complete upon
deposit, postage prepaid, in the U.S. mail addressed to you at your last known
business address according to Company records, or to us addressed to:
THE CHESAPEAKE LIFE INSURANCE COMPANY
0000 XXXX XXXXXXXX XXXX, XXXXX 000
XXXXXXXX XXXX, XXXXXXXX 00000
The Master General Agent agrees to defend, indemnify and hold the Company and
its respective affiliated companies, officers and directors, employees and
agents, harmless with respect to any and all losses, damages, claims and
expenses incurred in connection with the non-performance or breach of any
provision of the Agreement by the Master General Agent, Sub-Producer's reporting
directly or in-directly to him, or his employees.
The Company agrees to defend, indemnify and hold the Master General Agent and
its respective affiliated companies, officers and directors, employees and
Sub-Producer's, harmless with respect to any and all losses, damages, claims and
expenses incurred in connection with the non-performance or breach of any
provision of the Agreement by the Company.
BY SIGNING BELOW, YOU CERTIFY TO THE COMPANY THAT: THE INFORMATION YOU HAVE
GIVEN IN THE APPLICATION FOR AGREEMENT IS TRUE AND COMPLETE; THE SOCIAL SECURITY
NUMBER OR TAXPAYER IDENTIFICATION NUMBER ON THE APPLICATION FOR AGREEMENT IS
CORRECT, AND YOU ARE NOT CURRENTLY SUBJECT TO BACKUP WITHHOLDING; YOU HAVE READ
AND UNDERSTAND THE COMPANY'S CODE OF CONDUCT AND AGREE TO ABIDE BY ITS TERMS;
AND YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS
TERMS.
/s/ XXXX XXXXXXXXX, PRESIDENT 3/29/04
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Signature of Applicant, if Applicant is a natural person. Date signed
Signature of Applicant's authorized representative, if
Applicant is a corporation, Partnership, limited liability
company or other business entity.
LIFE PROFESSIONALS MARKETING GROUP, INC.
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Print Applicant's name as signed, if Applicant is a natural
person. If Applicant is a business entity, print the full
legal name of the business entity, NOT the name of the
person who signed on behalf of the business entity.
/s/ XXXX XXXXXXXXX, PRESIDENT 3/29/04
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Signature of Authorized Individual, Officer or Partner Date signed
