AGREEMENT
Effective_________________, 20_______ Lincoln Life & Annuity Company of New
York, (LNY) and/or Lincoln Financial Advisors Corp. (LFA), member, NASD (BOTH
hereinafter "Lincoln", unless otherwise indicated) appoints
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Name of Representative or Entity
of (or incorporated under the laws of)
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City, State or State
in the following manner: with LNY as ____________________________; with LFA as
__________________ (hereinafter collectively referred to as "Representative").
1. DEFINITIONS
a. BROKER: An individual appropriately licensed and appointed to sell
the fixed insurance products or non-registered variable products
described herein;
b. REGISTERED REPRESENTATIVE: An individual who, as a result of passing
the appropriate examinations of the National Association of Securities
Dealers (NASD) or other appropriate self-regulatory organizations
(SRO), and also appropriately licensed and appointed to sell insurance
products may sell the insurance products described herein;
c. CORPORATE INSURANCE BROKER: A corporation appropriately licensed
to sell the fixed insurance products or non-registered variable
products described herein.
d. BROKER/DEALER: An individual, partnership, corporation or other
legal entity admitted to membership in the National Association of
Securities Dealers (NASD) and appropriately licensed and/or appointed
to sell the insurance products described herein; or an organization
such as a bank, which pursuant to statutory or regulatory authority,
may act as a broker/dealer without being a member of the NASD, but is
appropriately licensed and appointed to sell the insurance products as
described herein.
2. LIMITATIONS ON APPOINTMENT
The Representative is authorized to solicit applications for those
contracts named in the Compensation Schedules attached to this
Agreement, and the Representative agrees to do so. However, he/she/it
shall do so only while properly licensed by and/or registered with the
appropriate governmental agency or authority for that specific type of
product. All fees for such licensing shall be borne by the
Representative along with any administrative charges associated with
such licensing.
a. In no event is the Representative authorized to offer Lincoln
contracts outside of the state of New York.
3. NASD MEMBERSHIP (IF APPLICABLE)
Each party to this Agreement, if acting as a Broker/Dealer, represents that
it is a member of the National Association of Securities Dealers, Inc.
("NASD"). Each party further agrees to comply with all applicable state and
federal law, rules, and regulations. Broker/Dealer's expulsion from the
NASD shall automatically terminate this Agreement without notice.
Broker/Dealer's suspension will terminate this Agreement immediately upon
written or oral notice from Lincoln received by Broker/Dealer.
4. LIMITATIONS OF AUTHORITY
The Representative has no authority to incur any obligations or debts for
or on behalf of Lincoln without its express written consent; to make,
modify, or discharge any contract on behalf of Lincoln by any statement,
promise, representation or transaction; to waive, alter, modify or change
any of the terms, rates, or conditions of the Lincoln contracts; or to
receive any monies or Purchase Payments (except for the sole purpose of
forwarding monies or Purchase Payments to Lincoln).
5. RELATIONSHIP OF PARTIES
In the performance of all of his/her/its duties under this Agreement, the
relationship of the Representative to Lincoln is that of an independent
contractor and none other. Neither party shall be deemed to be an employee
or partner of the other party for any purpose, and nothing herein shall be
construed to create the relationship of master and servant, employer and
employee, or joint venturers between the Representative and Lincoln.
6. COMPENSATION
Upon submission of applications for Lincoln contracts by the
Representative, or appropriately licensed agents of the Representative,
conforming to such rules and procedures for the conduct of the business of
Lincoln as are now established and as may be reasonably established by
Lincoln in the future, and upon issuance of contracts by Lincoln, the
Representative shall be entitled, subject to the terms and conditions of
the Agreement, to the applicable service fees set forth in the attached
Compensation Schedule(s) or revisions of such Compensation Schedule(s) and
all amendments, changes, and replacements thereof, as may be made at the
exclusive discretion of Lincoln. These Compensation Schedule(s) are made a
part of this Agreement. Revised Compensation Schedules shall apply to
policies issued and service fees earned after the date that said schedules
are adopted by Lincoln. In the case of any violation of any of the terms of
this Agreement, Lincoln shall be allowed to retain service fees earned but
not yet paid by Lincoln. Lincoln has the right to deduct damages and
expenses from such retained commissions. If Representative sells in an
unauthorized market, or without pre-approval of Lincoln where necessary,
such Representative forfeits all compensation under this Agreement from
such unauthorized sale.
The representative shall be solely responsible for all compensation paid to
its agents and all related tax reporting that may be required under
applicable law.
7. EXCLUSIVE RIGHTS OF SOLICITATION AND SERVICE
a. Where the Representative establishes a relationship with an
organization for the purpose of selling Lincoln contracts TO THE
ORGANIZATION, no other entity with SELLING authorization FROM Lincoln
may approach, solicit, or otherwise contact such organization for the
purpose of selling or servicing Lincoln contracts as long as the
Representative is actively and effectively selling and servicing
Lincoln contracts, subject to the terms of Section 7(d).
b. The Representative may not establish a relationship with an
organization for the purpose of selling or servicing Lincoln contracts
if another entity with authorization from Lincoln has already
established such relationship with said employer. Any exceptions to
this must be requested by the Representative and reviewed and approved
in writing by an officer of Lincoln.
c. Notwithstanding anything to the contrary contained in (a) or (b)
above, the parties expressly agree that the Representative may
represent any other insurance carriers and offer any other insurance,
lines, products, or business, whether or not such other carrier lines,
products or business compete directly or indirectly with Lincoln.
x. Xxxxxxx shall be the sole arbitrator in these matters, and further,
reserves the right to withdraw the exclusive rights of any entity, at
the complete discretion of Lincoln.
8. ADVERTISING AND MARKETING MATERIAL
a. The Representative shall cooperate with Lincoln in preparing
advertising, solicitation brochures, and other marketing materials to
be used by Representative to sell Lincoln contracts. No promotional
and marketing material shall be used by Representative to sell Lincoln
contracts unless such material has received the prior written approval
of Lincoln and has been filed with the appropriate governmental and
regulatory agencies. No promotional and marketing material shall be
disseminated or used in any manner unless Lincoln's express written
approval has been given hereto.
b. The Representative shall train and supervise all of his/her/its
employees, agents and other third parties involved in the
solicitation, sale and delivery of the contracts.
c. The Representative agrees to indemnify and hold Lincoln harmless from
any liability resulting from the negligent, improper, unauthorized, or
illegal use of sales, marketing, solicitation, or other materials.
d. Upon termination of this Agreement, all records, unused supplies,
Lincoln provided software, and all other material furnished by Lincoln
in the Representative's possession shall be returned to Lincoln upon
request.
9. PROSPECTUS (IF APPLICABLE)
a. Lincoln agrees to deliver to the Representative current LNY
prospectuses. The Representative agrees to destroy and dispose of all
prior prospectuses immediately upon receipt of the current
prospectuses.
b. LNY shall be liable for all statements contained in the current
prospectus. The Representative shall be liable for all statements made
by the Representative, his/her/its agents, or employees, if
applicable, which are not contained in the current prospectus.
10. PURCHASE PAYMENTS
All initial Purchase Payments shall be made payable to LNY and shall be
delivered together with all applications and related information in
accordance with procedures established by Lincoln.
Any subsequent Purchase Payments received by the Representative on behalf
of LNY shall be forwarded promptly, but under no circumstances in more than
two (2) business days, in gross amount, to LNY.
11. INDEMNIFICATION
a. The Representative shall be solely responsible for the malicious,
intentional, reckless, knowing, or negligent acts or omissions of
himself or of his/her/its employees, officers, agents, and sales
persons for the business covered under this Agreement and shall
indemnify and hold harmless Lincoln from any claims, demands,
liabilities, actions, judgements, loss, cost or expense, including
attorney fees, court costs, and punitive damages incurred by Lincoln
by reason of such acts or omissions.
x. Xxxxxxx shall be solely responsible for the negligent acts or
omissions of its employees, officers, agents, and sales persons for
the business covered under this Agreement and shall indemnify and hold
harmless the Representative from any claims, demands, liabilities,
actions, judgements, loss, cost, or expense, including attorney fees
and court costs incurred by the Representative which are caused by or
arise out of any negligent acts or omissions of Lincoln, its
employees, officers, agents, or sales persons.
c. The Representative, not Lincoln, is solely responsible for all
statements, written or oral, acts, or representations, whether
expressed or implied, made by his/her/its agents, or employees and is
responsible for notifying his/her/its agents or employees of the terms
and conditions of this Agreement.
d. The Representative, (unless acting for Lincoln in its capacity as a
Broker/Dealer) not Lincoln, is solely responsible as to the
suitability of sale of the Lincoln contracts to individual persons.
e. The Representative is solely responsible for performing the Maximum
Exclusion Allowance calculations for any 403(B) sales.
f. The Representative shall immediately notify Lincoln of any and all
complaints about Lincoln contracts received by the Representative.
12. ASSIGNMENTS/MODIFICATIONS
a. Lincoln and the Representative shall make no assignment or transfer of
this Agreement or of any benefits or obligations hereunder, either in
whole or in part, without the prior written consent of the other. Any
such assignee or transferee shall be properly licensed, including
pursuant to Section 1 of this Agreement, to perform its function under
this Agreement prior to the assignment to transfer. All terms and
conditions of this Agreement are applicable to any assignment or
transfer.
b. This Agreement embodies the entire Agreement of the parties relative
to the matters with which it deals and is intended to be the entire
and exclusive embodiment thereof. Neither the Representative nor
Lincoln shall be bound by any promise, agreement, understanding, or
representation heretofore or hereafter made relative to the subject
matter of this Agreement except for any amendment under this paragraph
12.b. or a change, revision, or addition to the attached Compensation
Schedule(s) as provided in Section 6.
This Agreement may be amended or revised at any time by Lincoln, upon
notice to the REPRESENTATIVE and, unless THE REPRESENTATIVE notifies
us in writing to the contrary within 10 calendar days of the mailing
date of any such amendment, REPRESENTATIVE will be deemed to have
accepted that amendment or modification
13. INDEBTEDNESS OF REPRESENTATIVE
Lincoln shall have first lien on all service fees and other compensation
payable hereunder for any debt due from the Representative to Lincoln or
any of its affiliates, including charges relating to certain cancellations,
rejections, or reissues of contracts. Lincoln may at this time deduct or
set off from any moneys payable under this Agreement, or from any other
source, any such debt or debts at the legal rate. This lien shall not be
extinguished by the termination of the Representative's authority. This
provision shall not be construed in any way to limit any indebtedness of
the Representative to the value of the service fees and other compensation
payable under this Agreement. In the event of the termination of the
Representative's authority, the unpaid balance of the Representative's
indebtedness shall be immediately due and payable without demand or notice.
14. TERMINATION OF AGREEMENT
The Representative or Lincoln may terminate the Representative's
appointment under this Agreement, with or without cause, by notice sent by
ordinary mail to the last known address of the other party. Terminations of
appointment as used in this Agreement shall mean termination of authority
either through cancellation of the appropriate license or registration as
required by this paragraph or through termination of this entire Agreement.
However, Lincoln reserves the right, rather than to completely terminate
this Agreement, to suspend the right of the Representative to sell new
business, including taking applications on existing contracts, but still
allow the representative to service existing business. This right shall
exist provided that it does not violate any applicable state or federal law
or regulation. Lincoln will provide evidence of servicing relationship in
writing to representative. Lincoln reserves the right to terminate the
service agreement pursuant to the terms of this Agreement.
If the Representative's right to sell new business, including taking
applications on existing contracts, is suspended by Lincoln while still
allowing representative to service existing business, then all compensation
as provided by this agreement shall continue to be payable to
Representative as long as Representative remains broker of record and
unless otherwise provided in this agreement.
15. FORBEARANCE
Forbearance or neglect of Lincoln to insist upon performance of this
Agreement shall not constitute a waiver of its rights and privileges.
16. CHOICE OF LAW
The Representative and Lincoln expressly agree that in the case of any
disputes arising under this Agreement, said Agreement shall be construed
under New York Law.
LINCOLN LIFE & ANNUITY COMPANY REPRESENTATIVE
OF NEW YORK
By: BY:
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Assistant Secretary Broker/Dealer or Company
BY:
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(Authorized Officer)
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Tax Identification Number
LINCOLN FINANCIAL ADVISORS
By:
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Assistant Secretary
