SELLING AGREEMENT
Agreement dated as of __________________, 199_, by and among Business Men's
Assurance Company of America, a Missouri corporation ("Life Company"); Xxxxx &
Xxxxxx, Inc. a corporation ("Distributor"); ___________________, a
____________________ corporation ("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 a 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:
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 or 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 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 calendar days. Life Company will assume
that a Contract will be delivered by Insurance Agent to the purchaser
of such Contract within five 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 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
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 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 therefor, 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 or Insurance
Agent or to 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. COMMISSIONS
(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 2 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 2. Schedule 2,
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 2 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. 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"
privilege; (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 2.
(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 which it may collect unless and only to the extent that
Schedule 2 of this Agreement permits 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 days' advance written
notice to the other parties, except that in the event Distributor or
Broker/Dealer ceases to be a registered broker/dealer or a member of
the NASD, or Insurance Agent ceases to be properly licensed, this
Agreement shall immediately terminate. Upon its termination, all
authorizations, rights and obligations under this Agreement shall
cease, except the agreements in Sections 6, 8, 10 and 15 which shall
survive any such termination.
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 related 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 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.
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 2 pursuant to the terms of this 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:
Xxxxx & Xxxxxx, Inc. Business Men's Assurance Company
of America
Attention: Attention:
BMA Tower
X.X. Xxx 000000
Xxxxxx, XX 00000
IF TO BROKER/DEALER, TO IF TO INSURANCE AGENT, TO:
---------------------- -------------------------
---------------------- --------------------------
---------------------- -------------------------
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 construed and its provisions interpreted under and in
accordance with the internal laws of the State of Illinois 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 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.
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.
BUSINESS MEN'S ASSURANCE COMPANY
OF AMERICA
By:______________________________________
Name:____________________________________
Title:_____________________________________
XXXXX & BABSON, INC.
By:______________________________________
Name:____________________________________
Title:_____________________________________
[Broker/Dealer]
By:_______________________________________
Name:_____________________________________
Title:______________________________________
[Insurance Agent]
By:_______________________________________
Name:_____________________________________
Title:______________________________________
SCHEDULE 1
List of Contracts
SCHEDULE 2
Commissions and Fees
