SELLING AGREEMENT
Agreement dated as of ___________________, 19____, by and among COVA
FINANCIAL LIFE INSURANCE COMPANY, a California corporation ("Life Company");
COVA LIFE SALES COMPANY, a Delaware corporation ("Distributor");
________________________, ("Broker-Dealer") and __________________________,
("Insurance Agent").
RECITALS
A. Pursuant to a distribution agreement with Distributor, Life Company has
appointed Distributor as the principal underwriter of the variable annuity
contracts identified in Schedule 1 to this Agreement at the time that this
Agreement is executed, and such other variable annuity contracts or variable
life insurance contracts that may be added to Schedule 1 from time-to-time in
accordance with Section 2(f) of this Agreement. Such contracts together with any
fixed annuity contracts shown on Schedule 1 shall be referred to herein as
"Contracts".
B. The parties to this Agreement desire that Broker-Dealer and Insurance Agent
be authorized to solicit applications for the sale of the Contracts to the
general public subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual promises and
covenants hereinafter set forth, the parties agree as follows:
1. ADDITIONAL DEFINITIONS
(a) Affiliate - With respect to a person, any other person controlling,
controlled by, or under common control with, such person.
(b) Agent - An individual associated with Insurance Agent and Broker-Dealer
who is appointed by Life Company as an agent for the purpose of soliciting
applications.
(c) NASD - The National Association of Securities Dealers, Inc.
(d) 1933 Act - The Securities Act of 1933, as amended.
(e) 1934 Act - The Securities and Exchange Act of 1934, as amended.
(f) 1940 Act - The Investment Company Act of 1940, as amended.
(g) Premium - A payment made under a Contract to purchase benefits under
such Contract.
(h) Prospectus - With respect to each Contract, the prospectus for such
Contract included within the Registration Statement for such Contract; provided,
however, that, if the most recently filed prospectus, filed pursuant to Rule 497
under the 1933 Act subsequent to the date on which the Registration Statement
became effective differs from the prospectus on file at the time the
Registration Statement became effective, the term "Prospectus" shall refer to
the most recently filed prospectus filed under Rule 497 from and after the date
on which it shall have been filed.
(i) Registration Statement - With respect to each Contract, the most recent
effective registration statement(s) filed with the SEC or the most recent
effective post-effective amendment(s) thereto with respect to such Contract,
including financial statements included therein and all exhibits thereto. There
may be more than one Registration Statement in effect at the time for a
Contract; in such case, any reference to "the Registration Statement" for a
Contract shall refer to any or all, depending on the context, of the
Registration Statements for such Contract.
(j) SEC - The Securities and Exchange Commission.
(k) Service Center - Policy Service office:
(i) Fixed Products: X.X. Xxx 000, Xxx Xxxxxx, XX 00000
(ii) Variable Products: X.X. Xxx 00000, Xxx Xxxxxx, XX 00000
(iii)Express Mail Only: 0000 Xxxx Xxxxx Xxxxxxx, Xxxx Xxx Xxxxxx, XX
00000
2. AUTHORIZATION OF BROKER-DEALER AND INSURANCE AGENT
(a) Distributor hereby authorizes Broker-Dealer under the securities laws,
and Life Company hereby authorizes and appoints Insurance Agent under the
insurance laws, each in a non-exclusive capacity, to distribute the Contracts.
Broker-Dealer and Insurance Agent accept such authorization and appointment and
shall use their best efforts to find purchasers for the Contracts, in each case
acceptable to Life Company.
(b) Life Company shall notify Broker-Dealer and Insurance Agent in writing
of all states and jurisdictions in which Life Company is licensed to sell the
Contracts. Broker-Dealer and Insurance Agent acknowledge that no territory is
exclusively assigned hereunder, and Life Company reserves the right in its sole
discretion to establish or appoint one or more agencies in any jurisdiction in
which Insurance Agent transacts business hereunder.
(c) Insurance Agent is vested under this Agreement with power and authority
to select and recommend individuals associated with Insurance Agent for
appointment as Agents of Life Company, and only individuals so recommended by
Insurance Agent shall become Agents, provided that Life Company reserves the
right in its sole discretion to refuse to appoint any proposed agent or, once
appointed, to terminate the same at any time with or without cause.
(d) Neither Broker-Dealer nor Insurance Agent shall expend or contract for
the expenditure of the funds of Life Company. Broker-Dealer and Insurance Agent
each shall pay all expenses incurred by each of them in the performance of this
Agreement, unless otherwise specifically provided for in this Agreement or
unless Life Company and Distributor shall have agreed in advance in writing to
share the cost of certain expenses. Initial and renewal state appointment fees
for Insurance Agent and appointees of Insurance Agent as Agents of Life Company
will be paid by Life Company according to the terms set forth in the rules and
regulations as may be adopted by Life Company from time-to-time. Neither
Broker-Dealer nor Insurance Agent shall possess or exercise any authority on
behalf of Distributor or Life Company other than that expressly conferred on
Broker-Dealer or Insurance Agent by this Agreement. In particular, and without
limiting the foregoing, neither Broker-Dealer nor Insurance Agent shall have any
authority, nor shall either grant such authority to any Agent, on behalf of
Distributor or Life Company: to make, alter or discharge any Contract or other
contract entered into pursuant to a Contract; to waive any Contract forfeiture
provision; to extend the time of paying any Premiums; or to receive any monies
or Premiums from applicants for or purchasers of the Contracts (except for the
sole purpose of forwarding monies or Premiums to Life Company).
(e) Broker-Dealer and Insurance Agent acknowledge that Life Company has the
right in its sole discretion to reject any applications or Premiums received by
it and to return or refund to an applicant such applicant's Premium.
(f) Schedule 1 to this Agreement may be amended by Distributor and Life
Company in their sole discretion from time-to-time to include other variable
annuity contracts, fixed annuity contracts, or variable life insurance
contracts, or to delete contracts from the Schedule.
(g) Distributor and Life Company acknowledge that Broker-Dealer and
Insurance Agent are each an independent contractor. Accordingly, Broker-Dealer
and Insurance Agent are not obliged or expected to give full time and energies
to the performance of their obligations hereunder, nor are Broker-Dealer and
Insurance Agent obliged or expected to represent Distributor or Life Company
exclusively. Nothing herein contained shall constitute Broker-Dealer, Insurance
Agent, the Agents or any agents or representatives of Broker-Dealer or Insurance
Agent as employees of Distributor or Life Company in connection with
solicitation of applications for the Contracts.
3. LICENSING AND REGISTRATION OF BROKER-DEALER, INSURANCE AGENT AND AGENTS
(a) Broker-Dealer represents and warrants that it is a Broker-Dealer
registered with the SEC under the 1934 Act, and is a member of the NASD in good
standing. Broker-Dealer must, at all times when performing its functions and
fulfilling its obligations under this Agreement, be duly registered as a
Broker-Dealer under the 1934 Act and as required by applicable law, in each
state or other jurisdiction in which Broker-Dealer intends to perform its
functions and fulfill its obligations hereunder.
(b) Insurance Agent represents and warrants that it is a licensed life
insurance agent where required to solicit applications. Insurance Agent must, at
all times when performing its functions and fulfilling its obligations under
this Agreement, be duly licensed to sell the Contracts in each state or other
jurisdiction in which insurance Agent intends to perform its functions and
fulfill its obligations hereunder.
(c) Broker-Dealer shall ensure that no individual shall offer or sell the
Contracts on its behalf in any state or other jurisdiction in which the
Contracts may lawfully be sold unless such individual is an associated person of
Broker-Dealer (as that term is defined in Section 3(a)(18) of the 0000 Xxx) and
duly registered with the NASD and any applicable state securities regulatory
authority as a registered person of Broker-Dealer qualified to distribute the
Contracts in such state o jurisdiction. Broker-Dealer shall be solely
responsible for the background investigations of the Agents to determine their
qualifications and will provide Life Company upon request with copies of such
investigations.
(d) Insurance Agent shall ensure that no individual shall offer or sell the
Contracts on behalf of Insurance Agent in any state or other jurisdiction unless
such individual is duly affiliated as an agent of Insurance Agent, duly licensed
and appointed as an agent of Life Company, and appropriately licensed,
registered or otherwise qualified to offer and sell the Contracts to be offered
and sold by such individual under the insurance laws of such state or
jurisdiction. Insurance Agent shall be responsible for investigating the
character, work experience and background of any proposed agent prior to
recommending appointment as agent of Life Company. Upon request, Life Company
shall be provided with copies of such investigation. All matters concerning the
licensing of any individuals recommended for appointment by Insurance Agent
under any applicable state insurance law shall be a matter directly between
Insurance Agent and such individual, and the Insurance Agent shall furnish Life
Company with proof of proper licensing of such individual or other proof,
reasonably acceptable to Life Company. Broker-Dealer and Insurance Agent shall
notify Distributor and Life Company immediately upon termination of an Agent's
association with Broker-Dealer or Insurance Agent.
(e) Without limiting the foregoing, Broker-Dealer and Insurance Agent
represent that they are in compliance with the terms and conditions of letters
issued by the Staff of the SEC with respect to the non-registration as a
broker-dealer of an insurance agency associated with a registered broker-dealer.
Broker-Dealer and the Insurance Agent shall notify Distributor immediately in
writing if Broker-Dealer and/or Insurance Agent fail to comply with any such
terms and conditions and shall take such measures as may be necessary to comply
with any such terms and conditions.
4. BROKER-DEALER AND INSURANCE AGENT COMPLIANCE
(a) Broker-Dealer and Insurance Agent hereby represent and warrant that
they are duly in compliance with all applicable federal and state securities
laws and regulations, and all applicable insurance laws and regulations.
Broker-Dealer and Insurance Agent each shall carry out their respective
obligations under this Agreement in continued compliance with such laws and
regulations. Broker-Dealer shall be responsible for securities training,
supervision and control of the Agents in connection with their solicitation
activities with respect to the Contracts and shall supervise Agents' compliance
with applicable federal and state securities law and NASD requirements in
connection with such solicitation activities. Broker-Dealer and Insurance Agent
shall comply, and shall ensure that Agents comply, with the rules and procedures
established by Life Company from time-to-time, and the rules set forth below,
and Broker-Dealer and Insurance Agent shall be solely responsible for such
compliance.
(b) Broker-Dealer, Insurance Agent and Agents shall not offer or attempt to
offer the Contracts, nor solicit applications for the Contracts, nor deliver
Contracts, in any state or jurisdiction in which the Contracts may not lawfully
be sold or offered for sale.
(c) Broker-Dealer, Insurance Agent and Agents shall not solicit
applications for the Contracts without delivering the Prospectus for the
Contracts, the then-currently effective prospectus(es) for the underlying
fund(s) and, where required by state insurance law, the then-currently effective
statement of additional information for the Contracts.
(d) Broker-Dealer, Insurance Agent and Agents shall not recommend the
purchase of a Contract to an applicant unless each has reasonable grounds to
believe that such purchase is suitable for the applicant in accordance with,
among other things, applicable regulations of any state insurance commission,
the SEC and the NASD.
(e) Insurance Agent shall return promptly to Life Company all receipts for
delivered Contracts, all undelivered contracts and all receipts for
cancellation, in accordance with the requirements established by Life Company
and/or as required under state insurance law. Upon issuance of a Contract by
Life Company and delivery of such Contract to Insurance Agent, Insurance Agent
shall promptly deliver such Contract to its purchaser. For purposes of this
provision "promptly" shall be deemed to mean not later than five (5) calendar
days. Life Company will assume that a Contract will be delivered by Insurance
Agent to the purchaser of such Contract within five (5) calendar days for
purposes of determining when to transfer premiums initially allocated to the
Money Market Account available under such Contracts to the particular investment
options specified by such purchaser. As a result, if purchasers exercise the
free-look provisions under such Contracts, Broker-Dealer shall indemnify Life
Company for any loss incurred by Life Company that results from Insurance
Agent's failure to deliver such Contracts to the purchasers within the
contemplated five (5) calendar day period.
(f) In the event that Premiums are sent to Insurance Agent or
Broker-Dealer, rather than to the Service Center, Insurance Agent and
Broker-Dealer shall promptly (and in any event, not later than two (2) business
days) remit such Premiums to Life Company at the Service Center. Insurance Agent
and Broker-Dealer acknowledge that if any Premium is held at any time by either
of them, such Premium shall be held on behalf of the customer, and Insurance
Agent or Broker-Dealer shall segregate such Premium from their own funds and
promptly (and in any event, within two (2) business days) remit such Premium to
Life Company. All such Premiums, whether by check, money order or wire, shall at
all times be the property of Life Company.
(g) Neither Broker-Dealer nor Insurance Agent, nor any of their directors,
partners, officers, employees, registered persons, associated persons, agents or
affiliated persons, in connection with the offer or sale of the Contracts, shall
give any information or make any representations or statements, written or oral,
concerning the Contracts, the underlying funds or fund Shares, other than
information or representations contained in the Prospectuses, statements of
additional information and Registration Statements for the Contracts, or a fund
prospectus, or in reports or proxy statements therefore, or in promotional,
sales or advertising material or other information supplied and approved in
writing by Distributor and Life Company.
(h) Broker-Dealer and Insurance Agent shall not use or implement any
promotional, sales or advertising material relating to the Contracts without the
prior written approval of Distributor and Life Company.
(i) Broker-Dealer and Insurance Agent shall be solely responsible under
applicable tax laws for the reporting of compensation paid to Agents.
(j) Broker-Dealer and Insurance Agent each represent that it maintains and
shall maintain such books and records concerning the activities of the Agents as
may be required by the SEC, the NASD and any appropriate insurance regulatory
agencies that have jurisdiction and that may be reasonably required by Life
Company. Broker-Dealer and Insurance Agent shall make such books and records
available to Life Company upon written request.
(k) Broker-Dealer and Insurance Agent shall promptly furnish to Life
Company or its authorized agent any reports and information that Life Company
may reasonably request for the purpose of meeting Life Company's reporting and
record keeping requirements under the insurance laws of any state, under any
applicable federal and state securities laws, rules and regulations, and the
rules of the NASD.
(l) Broker-Dealer shall secure and maintain a fidelity bond (including
coverage for larceny and embezzlement), issued by a reputable bonding company,
covering all of its directors, officers, agents and employees who have access to
funds of Insurance Company. This bond shall be maintained at Broker-Dealer's
expense in at least the amount prescribed by the NASD rules. Broker-Dealer shall
upon request provide Distributor with a copy of said bond. Broker-Dealer shall
also secure and maintain errors and omissions insurance acceptable to
Distributor and covering Broker-Dealer, Insurance Agent and Agents.
Broker-Dealer hereby assigns any proceeds received from a fidelity bonding
company, errors and omissions or other liability coverage, to Distributor or
Life Company as their interests may appear, to the extent of their loss due to
activities covered by the bond, policy or other liability coverage. If there is
any deficiency amount, whether due to a deductible or otherwise, Broker-Dealer
shall promptly pay such amount on demand. Broker-Dealer hereby indemnifies and
holds harmless Distributor or Life Company from any such deficiency and from the
costs of collection thereof, including reasonable attorneys' fees.
5. SALES MATERIALS
(a) During the term of this Agreement, Distributor and Life Company will
provide Broker-Dealer and Insurance Agent, without charge, with as many copies
of Prospectuses (and any supplements thereto), current fund prospectus(es) (and
any supplements thereto), and applications for the Contracts, as Broker-Dealer
or Insurance Agent may reasonably request. Upon termination of this Agreement,
Broker-Dealer and Insurance Agent will promptly return to Distributor any
Prospectuses, applications, fund prospectuses, and other materials and supplies
furnished by Distributor or Life Company to Broker-Dealer, Insurance Agent or
the Agents.
(b) During the term of this Agreement, Distributor will be responsible for
providing and approving all promotional, sales and advertising material to be
used by Broker-Dealer and Insurance Agent. Distributor will file such materials
or will cause such materials to be filed with the SEC, the NASD, and/or with any
state securities regulatory authorities, as appropriate.
6. COMMISSION AGREEMENT
(a) During the term of this Agreement, Distributor and Life Company shall
pay to Broker-Dealer or Insurance Agent, as applicable, commissions and fees set
forth in Schedule 1 to this Agreement. The payment of such commissions and fees
shall be subject to the terms and conditions of this Agreement and those set
forth on Schedule 1. Schedule 1, including the commissions and fees therein, may
be amended at any time, in any manner, and without prior notice, by Distributor
or Life Company. Any amendment to Schedule 1 will be applicable to any Contract
for which any application or Premium is received by the Service Center on or
after the effective date of such amendment. However, Life Company reserves the
right to amend such Schedule with respect to subsequent premiums and renewal
commissions and the right to amend such Schedule pursuant to this subsection
even after termination of this Agreement. Compensation with respect to any
Contract shall be paid to Insurance Agent only for so long as Insurance Agent is
the agent-of-record and maintains compliance with applicable state insurance
laws and only while this Agreement is in effect.
(b) No compensation shall be payable, and Broker-Dealer and Insurance Agent
agree to reimburse Distributor and Life Company for any compensation that may
have been paid to Broker-Dealer, Insurance Agent or any Agents in any of the
following situations: (i) Insurance Company, in its sole discretion, determines
not to issue the Contract applied for; (ii) Insurance Company refunds the
premiums upon the applicant's surrender or withdrawal pursuant to any
"free-look" provision; (iii) Insurance Company refunds the premiums paid by
applicant as a result of a complaint by applicant; (iv) Insurance Company
determines that any person soliciting an application who is required to be
licensed or any other person or entity receiving compensation for soliciting
applications or premiums for the Contracts is not or was not duly licensed as an
insurance agent; or (v) any other situation listed on Schedule 1.
(c) Agents shall have no interest in this Agreement or right to any
commissions to be paid by Distributor or Life Company to Insurance Agent.
Insurance Agent shall be solely responsible for the payment of any commission or
consideration of any kind to Agents. Insurance Agent shall have no right to
withhold or deduct any commission from any Premiums in respect of the Contract
which it may collect unless and only to the extent that Life Company agrees in
writing, to permit Insurance Agent to net its commissions against Premiums
collected. Insurance Agent shall have no interest in any compensation paid by
Life Company to Distributor or any affiliate, now or hereafter, in connection
with the sale of any Contracts hereunder.
7. TERM AND TERMINATION
This Agreement may not be assigned except by written consent of the parties
hereto and shall continue for an indefinite term, subject to the termination by
any party hereto upon thirty (30) days advance written notice to the other
parties. This Agreement shall automatically terminate upon its breach by any
party hereto, or in the event the Distributor or Broker-Dealer ceases to be a
registered broker-dealer, a member of the NASD, or Insurance Agent ceases to be
properly licensed or upon th filing by any party hereto for protection under any
state or federal bankruptcy, insolvency or similar law.
8. COMPLAINTS AND INVESTIGATIONS
(a) Distributor, Life Company, Broker-Dealer and Insurance Agent shall
cooperate fully in any insurance regulatory investigation or proceeding or
judicial proceeding arising in connection with the Contracts marketed under this
Agreement. In addition, Distributor, Life Company, Broker-Dealer and Insurance
Agent shall cooperate fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to Distributor, Broker-Dealer,
their Affiliates and their agents, to the extent that such investigation or
proceeding relates to the Contracts marketed under this Agreement. Without
limiting the foregoing:
(i) Broker-Dealer and Insurance Agent will be notified promptly of any
customer complaint or notice of any regulatory investigation or proceeding
or judicial proceeding received by Distributor or Life Company with respect
to Insurance Agent or any Agent which may affect the issuance of any
Contract marketed under this Agreement.
(ii) Broker-Dealer and Insurance Agent will promptly notify Distributor and
Life Company of any written customer complaint or notice of any regulatory
investigation or proceeding or judicial proceeding received by
Broker-Dealer or Insurance Agent or their Affiliates with respect to
themselves, their Affiliates, or any Agent in connection with any Contract
marketed under this Agreement or any activity in connection with any such
Contract.
(b) In the case of a customer complaint, Distributor, Life Company,
Broker-Dealer and Insurance Agent will cooperate in investigating such complaint
and any response by Broker-Dealer or Insurance Agent to such complaint will be
sent to Distributor and Life Company for approval not less than five (5)
business days prior to its being sent to the customer or regulatory authority,
except that if a more prompt response is required, the proposed response shall
be communicated by telephone or facsimile.
(c) The provisions of this Section 8 shall remain in full force and effect
regardless of any termination of this Agreement.
9. MODIFICATION OF AGREEMENT
This Agreement supersedes all prior agreements, either oral or written,
between the parties relating to the Contracts, and except for any amendment of
Schedule 1 pursuant to the terms of the Agreement, may not be modified in any
way unless by written agreement signed by all of the parties to this Agreement.
10. INDEMNIFICATION
(a) Broker-Dealer and Insurance Agent, jointly and severally, shall
indemnify and hold harmless Distributor and Life Company and each person who
controls or is associated with Distributor or Life Company within the meaning of
such terms under the federal securities laws, and any officer, director,
employee or agent of the foregoing, against any and all losses, claims, damages
or liabilities, joint or several (including any investigative, legal and other
expenses reasonably incurred in connection with, and any reasonable amounts paid
in settlement of, any action, suit or proceeding or any claim asserted), to
which they or any of them may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
arise out of or are based upon any actual or alleged:
(i) violation(s) by Broker-Dealer, Insurance Agent or an Agent of federal
or state securities law or regulations, insurance law or regulation(s), or
any rule or requirement of the NASD;
(ii) unauthorized use of sales or advertising material, any oral or written
misrepresentations, or any unlawful sales practices concerning the
Contracts, by Broker-Dealer, Insurance Agent or an Agent;
(iii) claims by the Agents or other agents or representatives of Insurance
Agent or Broker-Dealer for commissions or other compensation or
remuneration of any type;
(iv) any failure on the part of Broker-Dealer, Insurance Agent, or an Agent
to submit Premiums or applications to Life Company, or to submit the
correct amount of a Premium, on a timely basis and in accordance with this
Agreement;
(v) any failure on the part of Broker-Dealer, Insurance Agent, or an Agent
to deliver Contracts to purchasers thereof on a timely basis as set forth
in Section 4(e) of this Agreement; or
(vi) a breach by Broker-Dealer or Insurance Agent of any provision of this
Agreement.
This indemnification will be in addition to any liability which
Broker-Dealer and Insurance Agent may otherwise have.
(b) Distributor and Life Company, jointly and severally, shall indemnify
and hold harmless Broker-Dealer and Insurance Agent and each person who controls
or is associated with Broker-Dealer or Insurance Agent within the meaning of
such terms under the federal securities laws, and any officer, director,
employee or agent of the foregoing, against any and all losses, claims, damages
or liabilities, joint or several (including any investigative, legal and other
expenses reasonably incurred in connection with, and any reasonable amounts paid
in settlement of, any action, suit or proceeding or any claim asserted), to
which they or any of them may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
arise out of or are based upon a breach by Distributor or Life Company of any
provision of this Agreement. This indemnification will be in addition to any
liability which Distributor and Life Company may otherwise have.
(c) After receipt by a party entitled to indemnification ("indemnified
party") under this Section 10 of notice of the commencement of any action, if a
claim in respect thereof is to be made against any person obligated to provide
indemnification under this Section 10 ("indemnifying party"), such indemnified
party will notify the indemnifying party in writing of the commencement thereof
as soon as practicable thereafter, provided that the omission to so notify the
indemnifying party will not relieve it from any liability under this Section 10,
except to the extent that the omission results in a failure of actual notice to
the indemnifying party and such indemnifying party is damaged as a result of the
failure to give such notice. The indemnifying party will be entitled to
participate in the defense of the indemnified party but such participation will
not relieve such indemnifying party of the obligation to reimburse the
indemnified party for reasonable legal and other expenses incurred by such
indemnified party in defending himself or itself. The indemnification provisions
contained in this Section 10 shall remain operative in full force and effect,
regardless of any termination of this Agreement. A successor by law of
Distributor or Life Company, as the case may be, shall be entitled to the
benefits of the indemnification provisions contained in this Section 10.
11. RIGHTS, REMEDIES, ETC. ARE CUMULATIVE
The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws. Failure of either party to insist upon strict compliance with any
of the conditions of this Agreement shall not be construed as a waiver of any of
the conditions, but the same shall remain in full force and effect. No waiver of
any of the provisions of this Agreement shall be deemed, nor shall constitute, a
waiver of any other provisions, whether or not similar, nor shall any waiver
constitute a continuing waiver.
12. NOTICES
All notices hereunder are to be made in writing and shall be given:
IF TO DISTRIBUTOR, TO: IF TO LIFE COMPANY, TO:
Cova Life Sales Company Cova Financial Life Insurance Company
Attention: Xxxx X. Xxxx, President Attention: Xxxx X. Xxxx, Senior Vice President
One Tower Lane Xxx Xxxxx Xxxx
Xxxxx 0000 Xxxxx 0000
Xxxxxxxx Xxxxxxx, Illinois 60181-4644 Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000-0000
IF TO BROKER-DEALER, TO: IF TO INSURANCE AGENT, TO:
XXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXX
or such other address as such party may hereafter specify in writing. Each
such notice to a party shall be either hand delivered, transmitted by registered
or certified United States mail with return receipt requested or by express
courier, and shall be effective upon delivery.
13. INTERPRETATION, JURISDICTION, ETC.
This Agreement constitutes the whole agreement between the parties hereto
with respect to the subject matter hereof, and supersedes all prior oral or
written understandings, agreements or negotiations between the parties with
respect to the subject matter hereof. No prior writings by or between the
parties hereto with respect to the subject matter hereof shall be used by either
party in connection with the interpretation of any provision of this Agreement.
This Agreement shall be construe and its provisions interpreted under and in
accordance with the internal laws of the State of California without giving
effect to principles of conflict of laws.
14. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement, or
the breach hereof, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
15. SETOFFS; CHARGEBACKS
Broker-Dealer and Insurance Agent hereby authorize Distributor and Life
Company to set off from all amounts otherwise payable to Broker-Dealer and
Insurance Agent all liabilities of Broker-Dealer, Insurance Agent or Agent.
Broker-Dealer and Insurance Agent shall be jointly and severally liable for the
payment of all monies due to Distributor and/or Life Company which may arise out
of this Agreement or any other agreement between Broker-Dealer, Insurance Agent
and Distributor or Life Company including, but not limited to, any liability for
any chargebacks or for any amounts advanced by or otherwise due Distributor or
Life Company hereunder. All such amounts shall be paid to the Distributor and
Life Company within thirty (30) days of written request therefore. Distributor
and Life Company do not waive any of its other rights to pursue collection of
any indebtedness owed by Broker-Dealer or Insurance Agent or its Agents to
Distributor or Life Company. In the event Distributor or Life Company initiates
legal action to collect any indebtedness of Broker-Dealer, Insurance Agent or
its Agents, Broker-Dealer and Insurance Agent shall reimburse Distributor and
Life Company for reasonable attorney fees and expenses in connection therewith.
This provision shall remain in full force and effect regardless of any
termination of this Agreement.
16. HEADINGS
The headings in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
17. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which
taken together shall constitute one and the same instrument.
18. SEVERABILITY
This is a severable Agreement. In the event that any provision of this
Agreement would require a party to take action prohibited by applicable federal
or state law or prohibit a party from taking action required by applicable
federal or state law, then it is the intention of the parties hereto that such
provision shall be enforced to the extent permitted under the law, and, in any
event, that all other provisions of this Agreement shall remain valid and duly
enforceable as if the provision at issue had never been part hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
COVA FINANCIAL
LIFE INSURANCE COMPANY
Date: ______________________________ By: _______________________________________________
Xxxx X. Xxxx, Senior Vice President
COVA LIFE SALES COMPANY
Date: ______________________________ By: ________________________________________________
Xxxxxxxx X. Xxxxx, First Vice President
XXXXXXXXXXXXX
Broker-Dealer
Date: ______________________________ By: ________________________________________________
Signature
________________________________________________
Print Name
________________________________________________
Title
XXXXXXXXXXXXXXX
Insurance Agent
Date: ______________________________ By: _________________________________________________
Signature
_________________________________________________
Print Name
_________________________________________________
Title
