Amendment No. 9 to Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. Transamerica Financial Life Insurance Company Transamerica Capital, Inc.
Amendment No. 9 to Participation Agreement
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
Transamerica Financial Life Insurance Company
Transamerica Capital, Inc.
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the Trust, "we" or
"us"), Transamerica Financial Life Insurance Company (the "Company" or "you"), and
Transamerica Capital, Inc., your distributor, on your behalf and on behalf of certain Accounts,
have previously entered into a Participation Agreement dated May 1, 2004, and subsequently
amended May 3, 2004, April29, 2005, May 1, 2007, July 30, 2007, January 10,2008, May 1,
2009, October 1, 2010 and May 1, 2011 (the "Agreement"). The parties now desire to amend
the Agreement by this amendment (the "Amendment"). Unless otherwise indicated, the terms
defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, the
parties agree to amend the Agreement as follows:
1. A new Section 11 "Confidential Information" is hereby added to the Agreement as set
forth in Attachment A to this Amendment;
2. All other terms and provisions of the Agreement not amended herein shall remain in full
force and effect.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to
execute this Amendment as of October 31, 2011.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
Only on behalf of PRODUCTS TRUST
each Portfolio listed
on Schedule C of
the Agreement.
By: /s/Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
Transamerica Fin Amd #9 to FPA 2011-I0-31.doc
The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
The Company: TRANSAMERICA FINANCIAL LIFE INSURANCE
COMPANY
By: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
The Distributor: TRANSAMERICA CAPITAL, INC.
By: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
Attachment A
11. Confidential Information
Each party to this Agreement acknowledges that in order to perform the duties called
for in this Agreement, it may be necessary for a party ("owner") to disclose to the other
party(ies) certain "Confidential Information." Confidential Information means non-public,
proprietary information, data or know-how of an owner, including, but not limited to, personal
information of an owner's customers. No party will use another party's Confidential
Information except as required for the performance of this Agreement. Each party will use
commercially reasonable efforts in a manner fully consistent with industry standards and
applicable federal and state laws and regulations to hold in confidence a party's Confidential
Information. Notwithstanding the foregoing, Confidential Information does not include
information which is: (i) already in the possession of the receiving party or its subsidiaries and
not subject to a confidentiality obligation to the providing party; (ii) independently developed
by the receiving party; (iii) publicly disclosed or in the public domain through no fault of the
receiving party; (iv) rightfully received by the receiving party or its subsidiaries from a third
party that is not under any obligation to keep such information confidential; (v) approved for
release by written agreement with the owner; or (vi) disclosed pursuant to the requirements of
law, regulation or court order.
Each party to this Agreement represents, warrants and agrees that it has adopted and
implemented, and will continue to have in place and follow for the term of this Agreement
and thereafter, appropriate policies and procedures designed to detect, prevent and mitigate
the risk of breaches of privacy concerning Confidential Information. Each party agrees to
take immediate and appropriate measures to respond to any breach of privacy concerning
Confidential Information of the owner.
Each party agrees to establish and maintain (i) administrative, technical and physical
safeguards against the destruction, loss or alteration of Confidential Information, and (ii)
appropriate security measures to protect Confidential Information, which measures are
consistent with laws and regulations relating to personal information security and with all
other applicable federal, state laws and regulations relating to personal information security.
The provisions found in this Section on Confidential Information will survive any
expiration or termination of the Agreement.
Transamerica Fin Amd #9 to FPA 20 Il-l 0-3l.doc
