EXHIBIT 10.95
[THE CHESAPEAKE LIFE INSURANCE COMPANY LOGO]
MASTER GENERAL AGENT AGREEMENT
XXX XxXXX & ASSOCIATES INC.
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Full Name (Agency Name, if Partnership or Corporation)
X.X XXX 000000
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Xxxxxxx
XXXXXX XX 00000-0000
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City State Zip Code
This Agreement between The Chesapeake Life Insurance Company (hereinafter
referred to as the "Company"), and the Master General Agent named herein,
(hereinafter referred to as "you," "your" or "yours") is subject to the
following terms and conditions:
1. APPOINTMENT & DESIGNATION: You are hereby appointed as the Master General
Agent of the Company for the purpose of soliciting, personally or through other
agents, applications for the Company's products in accordance with this
Agreement. Soliciting brokers or agents you submit for appointment and approved
by the Company are referred to as agents. The Company reserves the right to
refuse appointment or terminate appointment of any agent. This Agreement does
not grant exclusive rights in any territory or for any products.
2. RELATIONSHIP: Your relationship to the Company shall be that of an
independent contractor and nothing contained in the Agreement shall make you or
any of your employees, employees of the Company. You and your agents have no
authority except that which is expressly set forth in this Agreement. No
authority shall be implied from the authority expressly granted.
3. AUTHORITY & GENERAL RESPONSIBILITY: You agree to be responsible for the
prompt delivery of policies or premium refunds sent to you or agents under you
in accordance with the Company's rules and instructions; for agents following
all Company rules and instructions; to make full disclosure to us of all facts
known or learned about any applicant for coverage that relates to insurability;
for complying with all state, federal and local laws, orders, rules,
regulations, statutes and guidelines, including without limitation any State
statute, regulation, order or interpretation in effect requiring you to 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; for
obtaining, maintaining, and paying for the necessary licenses and appointment
fees in the states in which you and your agents operate, whether resident or
nonresident. You also agree to keep on file a signed copy of the Promissory
Note, Guaranty and Security Agreement, herein made part of the contract. The
Company shall not be responsible for any expense you or your agents incur,
losses to the Company by you or your agent's acts or omissions, or any credit,
advance or commission you make or pay to any agent. You agree to conduct your
activities in a professional manner and abide by all present and future
decisions and instructions issued by the Company. You agree to honor the
Company's Code of Conduct detailed in the Ethics Policy attached and made part
of this Agreement and you further agree to ensure that agents under you are
familiar and compliant with the Company's Ethics Policy and Code of Conduct.
You agree to provide the Company with copies of all manuals, booklets, guides
and audiovisual materials used in the recruitment and training of your agents.
After giving you reasonable notice, the Company may visit your office, inspect
all records, transactions, correspondence and other information we may
reasonably require, accompany you while you represent the Company, all at
reasonable times and only in relation to business that has been placed with us.
"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
regulation that implement that Act and includes but is not limited to name,
address, and financial or health information of a policyholder, insured,
applicant and prospect.
This section survives the termination of the Master General Agent Contract.
The Company authorizes you to (a) solicit applications for insurance only on
products specified on the attached Compensation Schedule, and similar or related
documents required by the Company and to forward these documents promptly to the
Company for consideration, (b) receive any application fee and initial premium
at the time of application and/or additional first year premium collected when a
policy is
delivered, provided you immediately submit the whole amount received to the
Company, (c) promptly deliver the policies issued by the Company to the insured
and while the applicant's health has not changed and premiums have been paid in
full.
4. AGENT'S CONTRACTS: You shall use without alteration the Company's printed
contracts when contracting an agent. No such agent contract shall be in force
until (a) the contract is properly executed by the agent, (b) the agent is duly
and properly licensed to solicit for the Company, and (c) the agent is notified
in writing that he/she is authorized to solicit for the Company.
5. RESTRICTIONS: Your authority does not permit you or your agents to do any of
the following acts or to commit the Company to perform any of the following acts
prior, during or after termination of this Agreement:
A. waive, modify or change any terms, rates, conditions or limitations
of any policy; premium receipt or any other writing for the Company;
B. approve evidence of insurability, bind or commit the Company on any
risk in any manner, or incur any expense or obligation in the name
of the Company;
C. collect or receive any premiums except initial premiums and/or
additional first year premium collected when a policy is delivered,
accept any payment of any past due premium except as requested by
the Company, or rebate any premium in any manner whether directly or
indirectly, or commingle any premiums in a personal or business
account, other than a premium trust fund account;
D. extend the time for any premium payment or reinstate any policy;
waive or extend any policy condition or waive any forfeiture;
E. adjust, settle or commit the Company to any claim; make any
representation or state any opinion regarding the validity or
payment of any claim;
F. solicit in any state without a valid insurance license and
appointment in that state;
G. enter into any legal proceedings pertaining to the Company's
business as a representative of the Company;
H. take a course of action or aid others to roll business, to induce,
or attempt to induce, insureds of the Company to terminate, reduce
coverage or replace policies issued by the Company or otherwise
disturb the relationship between the Company and its insured, or
induce or attempt to induce any affiliated agent of the Company to
cease association with the Company, or disparage the Company in any
manner;
I. utilize, in the marketing efforts performed under this Agreement,
any advertising material other than that furnished to you by the
Company or approved in writing by the Company. Advertising material
includes but is not limited to (i) printed and published material,
audiovisual material, or descriptive literature used in direct mail,
newspapers, magazines, radio and television scripts, billboards and
similar displays; (ii) descriptive literature and sales aids of all
kinds including but not limited to circulars, leaflets, booklets,
illustrations, computer proposals and form letters; (iii) all
letterhead or business cards containing the Company's name or logo
J. cash, endorse or negotiate any check, money order or draft made
payable to the Company, without expressed written consent from the
Company;
K. use the name or initials of the Company; or any affiliate of the
Company, in whole or in part, in any business or trade name without
express written consent from the Company.
6. LICENSES: You and your agents must be properly licensed and appointed in
every state in which commissions may be earned. Unless you are licensed and
appointed, we are unable to pay you commissions on the business you produce or
the business produced by agents reporting to you. The Company will not accept
applications from an unlicensed agent. While you are responsible for all
licensing and appointment fees, the Company may pay your 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.
7. RIGHTS: The Company specifically reserves the right to (a) cease doing
business in any state and to discontinue or withdraw from sale, any policy or
special marketing concept in any state, (b) modify, change, or amend any policy
or premium rate, (c) determine maximum and minimum limitations on any policy (d)
modify, change or amend the conditions or terms under which any policy may be
offered, (e) modify, change, amend, delete or add any Company procedure, (f)
reject applications or refund premiums submitted by you or your agents without
specifying the cause, (g) change future commission rates.
8. COMMISSIONS:
A. The Company shall pay compensation in accordance with the
Compensation Schedule(s) which form a part of this Agreement, on
those premiums paid to the Company on persons insured with the
Company; provided you continue to be listed as the agent of record.
The Company will reduce compensation due you by the commission and
renewal commissions due your agents.
B. The Company may at any time and from time to time change; (i) the
Plans contained in the Compensation Schedules by adding or deleting
one or more insurance Plans; and (ii) the Compensation Rates
(initial and renewal) applicable to the respective Plans. Any change
shall be by written notice to the Producer and shall apply only with
respect to business issued on or after the date referred to in such
notice and for which commissions are payable under the Agreement.
C. Compensation shall be payable at the time premiums are paid to the
Company, during the next published cycle date, on issued coverage.
The Company and you agree that when the amount of compensation to be
paid is less than $25.00, such compensation shall not be paid to you
at the time of receipt of premium or contribution by the Company,
but shall accrue and be payable when the compensation owed equals or
exceeds $25.00.
D. The Company reserves the right to adjust commission on conversions,
exchanges, replacements, reinstatements, or on other requests
according to our then existing rules. The Company reserves the right
to set the commission, if any, on premium increases.
E. In the event of refund, return or noncollection by the Company of
premiums or contributions on which compensation has been paid or
credited to your account, the Company at its discretion may: (i)
require you to reimburse said compensation, and/or (ii) offset said
amount of compensation from any future compensation earned.
F. You are not entitled to any compensation on those cases that the
Company, in its sole discretion, may reject for coverage. No
compensation shall be payable on premiums or contributions which
have been waived by the Company.
G. The Company will provide you at least monthly with a statement of
your commission account which will be considered a single account
between you and the Company. If your statement has a debit balance,
no cash payments are due you. Commissions will be credited to your
account at the time the premium and application for a policy are
received and coverage has been issued by the Company. If the Company
in its discretion makes an adjustment resulting in a return of
premium or the insured's premium check or draft is dishonored, the
commissions originally credited to your account for these premiums
will be reversed. Objections to commission statements must be made
within 30 days of mailing the statements, otherwise it shall be
deemed you have agreed to the correctness of such statement and
remittance by the Company.
H. Vested commissions shall be paid to you, your estate in event of
death or credited to your account if this Agreement is terminated
without cause as long as you continue to be listed as the Agent of
Record. If commission earnings for 12 consecutive months fall below
$250.00, such commissions will be forfeited. If the Company, after a
reasonable effort, is unable to determine your whereabouts or the
whereabouts of any person entitled to your commission, such
commission shall, if unclaimed for a period of twelve (12)
consecutive months be forfeited to your hierarchy.
9. TERMINATION WITHOUT CAUSE: At any time either you or the Company may
terminate this Agreement without cause by giving 10 days notice in writing sent
to the last known address of the other. This Agreement shall immediately
terminate without cause upon your death or total disability. Upon termination,
any and all indebtedness shall be immediately due and payable.
10. TERMINATION FOR CAUSE: This Agreement shall immediately terminate for cause
and all rights including compensation forfeited for any of the following
reasons: (a) if you have converted or withheld any funds, commissions or other
compensation owed or belonging to the Company or associated agency; (b) if you
have knowingly misrepresented any product or service offered by the Company or
health history of an applicant; (c) if you breach or fail to comply with any
provision of the Agreement; (d) if you attempt or commit any act of fraud or are
convicted of a felony; or (e) if, in order to induce the Company to enter into
this Agreement, you knowingly furnish false information of a material nature or
fail to disclose unfavorable information of a material nature; (f) you fail to
comply with the laws of any regulatory authority; (g) your license is revoked,
suspended, surrendered or refused renewal by any regulatory agency; (h) you used
any advertising material not authorized by the Company, or (i) you or your
agents fail to clear any indebtedness upon demand or fail to respond to any
correspondence requiring a response and within the time prescribed (j) if you
breach any of the principals detailed in the Company Code of Conduct or the
Company Ethics Policy. If this Agreement is terminated without cause and cause
is later proved to exist, then your remaining rights shall be forfeited and end
from the date of the action giving rise to termination for cause, even if this
action occurs subsequent to the original termination date.
11. INDEBTEDNESS: You are responsible for the payment to the Company of all
monies which (a) you or your agents collect on the Company's behalf; (b) are due
the Company because of compensation paid to you or your agents upon refund,
return or noncollection of premiums, and will keep on file with the Company, a
Promissory Note Guaranty and Security Agreement, which forms a part of this
Master General Agent Agreement; (c) are advanced or paid to you or your agents
which are not due you or your agents under this Agreement. Until the Company
receives all monies from you, the same shall be payable on demand and for which
you are liable and no commissions are payable at the Company's option to you or
your agents until such indebtedness is satisfied. Any indebtedness to the
Company or associated agency incurred by you shall be a first lien on any monies
due or to become due under this Agreement. The Company may, at any time, deduct
from any monies due you, any such indebtedness together with interest at the
legal rate and any collection costs.
You hereby irrevocably assign to us any and all commissions or other income due
or to become due you from any source whatsoever to be paid to and applied by us,
in payment or partial payment of any indebtedness that may be owed by you or
your agents. You hereby direct and authorize any person or company with whom you
may heretofore or hereafter contract to pay any such sums under this assignment
upon demand by us. If you should take or be placed into bankruptcy to the extent
of any amount due the Company under this or any Agreement with the Company, no
compensation shall be payable under this Agreement and such compensation shall
immediately become the Company's property.
12. ASSIGNMENT: No assignment of any compensation due or to become due under
this Agreement shall be valid unless approved in advance in writing by a duly
authorized officer of the Company. Any assignment of compensation shall be
subject to any existing or future indebtedness to the Company.
13.REMITTANCES: You are responsible for any monies received or collected on
behalf of the Company, whether by you, your employees and/or agents. All monies
should be held by you in a fiduciary capacity until remitted in full to the
Company and shall not be misappropriated, commingled, converted or withheld from
the Company.
14. INDEMNITY: You agree to indemnify and hold the Company and any associated
agency harmless from any and all expenses, costs, fines, damages or causes of
action incurred by the Company and/or associated agency resulting from your
negligent, fraudulent or unauthorized acts or omissions or those of your
employees and/or agents.
15. MATERIALS, RECORDS AND NOTICE: Materials developed and provided to you by
the Company, including but not limited to, computer programs, manuals,
advertising materials, underwriting guidelines, or any other information
pertaining to the Company's products or their content shall remain the sole and
exclusive property of the Company. These materials shall be used only in the
solicitation of applications and may not be used for any other purpose. Such
materials shall be delivered to the Company upon demand there for, and in any
event upon the termination of this Agreement for any reason. Upon receipt of any
summons or other notice of suit or regulatory
authority inquiry, wherein the Company is a party in any manner, you will
immediately forward any and all such documents to The Chesapeake Life Insurance
Company in Oklahoma City, Oklahoma by facsimile, express or overnight mail or
courier.
16. NON-WAIVER & VENUE: The Company, in addition to other legal and equitable
rights and remedies, shall be entitled to injunctive relief to restrain any
active or threatened breach of this Agreement. Forbearance or neglect of Company
to insist upon the performance of any provision of this Agreement at any time or
under any circumstances shall not constitute a waiver of that provision or any
other provision of this Agreement. All provisions of this Agreement are distinct
and servable. 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 the Agreement. You agree venue for any action, suit, proceeding or
dispute shall be exclusively in Oklahoma City, 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
given under any provision of this Agreement shall be complete and may be made by
certified or registered mail, postage prepaid and return receipt requested to
your last known business address according to Company records.
17. ENTIRE AGREEMENT: This Agreement along with any Company Ethics Policy and
Code of Conduct, Agent Appointment Application and Promissory Note, Guaranty and
Security Agreement form the entire Agreement between the Company and you as to
the Plans of Insurance specified in the Compensation Schedule(s) which form a
part of this Agreement and shall be construed in accordance with the laws of
Oklahoma. This Agreement shall supersede any other agreement between the Company
and you.
18. EFFECTIVE DATE: The Agreement shall be effective on the date it is accepted
and executed by the Company.
SECTION 1. Check One: [ ] PARTNERSHIP [X] CORPORATION
XXX XxXXX & ASSOCIATES INC. 00-0000000
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Print Name of Partnership or Corporation Tax ID No.
(Name on License)
/s/ XXX X. XxXXX 4-16-03
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Signature of Partner Corporate Officer Date
and Title
SECTION 2. FOR THE COMPANY - THE CHESAPEAKE LIFE INSURANCE COMPANY
By: /s/ XXX X. XXXXX 4-22-03
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Authorized Signature Date
