Exhibit (c)(2)
SELLING GROUP AGREEMENT
AIG CAPITAL SERVICES, INC. AND AMERICAN GENERAL LIFE
INSURANCE COMPANY
This Selling Group Agreement ("Agreement") is made among AIG Capital Services,
Inc., a registered broker-dealer and the distributor for the variable universal
life insurance policies set forth in Schedule A ("Distributor"), American
General Life Insurance Company ("Insurer"), issuer of the variable universal
life insurance policies set forth on Schedule A and the Selling Group Member
identified on the signature page hereto, and the Associated Agency(ies)
identified on the signature page and/or Annex I hereto. This Agreement is
effective as of the last date indicated on the signature page.
RECITALS
WHEREAS, Distributor and Insurer are affiliates;
WHEREAS, Insurer and Distributor are parties to a Distribution Agreement whereby
Insurer has granted Distributor a non-exclusive right to promote the sale of
Insurer products set forth in Schedule A;
WHEREAS, Selling Group Member and Associated Agency(ies) are not affiliates of
Insurer or Distributor;
WHEREAS, Distributor, Insurer, Selling Group Member and Associated Agency(ies)
wish to enter into this Agreement for the purpose of providing for the
distribution of certain variable life insurance policies;
NOW THEREFORE, in consideration of the premises and mutual promises set forth
herein, and intending to be legally bound hereby, the parties agree as follows:
1. PRODUCT DISTRIBUTION.
--------------------
Subject to the terms, conditions and limitations of this Agreement, the products
sold under this Agreement shall be distributed in accordance with this section.
(a) Designation of the Parties.
--------------------------
Distributor is a registered broker-dealer and distributor of the
variable life insurance policies and/or annuity contracts or
certificates set forth in Schedule A.
Insurer is a Texas licensed life insurance company issuing the
variable products set forth on Schedule A and any successor or
additional products registered with the Securities and Exchange
Commission (the "SEC") and approved by the relevant state
jurisdictions (as discussed in Paragraph (c) of this section entitled
"NEW PRODUCTS") and shall be collectively referred to herein as the
"Contracts."
Selling Group Member is registered with the SEC as a broker-dealer
under the Securities Exchange Act of 1934 ("1934 Act") and under any
appropriate regulatory requirements of state law and is a member in
good standing of the Financial Industry Regulatory Authority
("FINRA"), unless Selling Group Member is exempt from the
broker-dealer registration requirements of the 1934 Act.
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Selling Group Member has FINRA registered representatives who will
distribute the Contracts. Selling Group Member is affiliated with one
or more Associated Agencies, which is/are properly licensed under the
insurance laws of the state(s) in which Selling Group Member will act
under this Agreement. If Selling Group Member utilizes more than one
Associated Agency in the conduct of its insurance sales, Selling Group
Member shall complete Annex I providing Insurer with a written list of
all agencies through which it conducts insurance sales.
The FINRA registered representatives affiliated with Selling Group
Member are also state licensed insurance agents of Associated
Agency(ies) and will be appointed by Insurer as agents of Insurer with
the relevant state departments of insurance ("Sales Persons"). The
relationship between the Sales Persons and Selling Group Member and
the Sales Persons and Insurer is that of independent contractor.
Distributor hereby appoints Selling Group Member and the Sales Persons
to solicit and procure applications for the Contracts.
The appointment by Distributor of Selling Group Member and the Sales
Persons and the appointment by Insurer of Associated Agency(ies) and
the Sales Persons for the sale of these Contracts are not to be deemed
exclusive in any manner.
(b) Responsibilities of the Parties/Compliance
------------------------------------------
(i) SELLING GROUP MEMBER/SALES PERSONS.
----------------------------------
Selling Group Member shall be responsible for the sales activities of
the Sales Persons and shall exercise supervisory oversight over
Associated Agency(ies) and the Sales Persons with respect to the offer
and sale of the Contracts.
Selling Group Member shall be solely responsible for the approval of
suitability determinations for the purchase of any Contract or the
selection of any investment option there under, in compliance with
federal and state laws and shall supervise Associated Agency(ies) and
the Sales Persons in determining client suitability. Selling Group
Member shall hold Insurer and Distributor harmless from any financial
claim resulting from improper suitability decisions or failure to
supervise Associated Agency(ies) and the Sales Persons in accordance
with federal securities laws and FINRA regulations.
Selling Group Member will fully comply with the requirements of FINRA
and of the 1934 Act and such other applicable federal and state laws
and will establish rules, procedures and supervisory and inspection
techniques necessary to diligently supervise the activities of the
Sales Persons in connection with offers and sales of the Contracts.
Such supervision shall include, but not be limited to providing or
arranging for, initial and periodic training in knowledge of the
Contracts. Upon request by Distributor or Insurer, Selling Group
Member will furnish appropriate records as are necessary to establish
diligent supervision and client suitability.
Selling Group Member shall assure that purchase and/or redemption
orders placed by Sales Persons on behalf of owners of Contracts do not
constitute a violation of market
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timing as set forth in Insurer's annually updated Contract
prospectuses, or as otherwise published by Insurer.
Selling Group Member shall incur all costs associated with registering
and complying with the various rules of the SEC and FINRA relating to
broker-dealers.
Selling Group Member shall fully cooperate in any insurance or
securities regulatory examination, investigation, or proceeding or any
judicial proceeding with respect to Insurer, Distributor, Selling
Group Member and Associated Agency(ies) and their respective
affiliates, agents and representatives to the extent that such
examination, investigation, or proceeding arises in connection with
the Contracts. Selling Group Member shall immediately notify
Distributor if its broker-dealer registration or the registration of
any of its Sales Persons is revoked, suspended or terminated.
The Sales Persons shall be the only parties involved in the
solicitation, negotiation or procurement of the Contracts. All
correspondence relating to the sale of the Contracts will be between
Insurer, Selling Group Member, Associated Agency(ies), the Sales
Persons and the prospective purchaser.
The Sales Persons are authorized to collect the first purchase payment
or premium (collectively the "Premium") on the Contracts. The Sales
Persons will in turn remit the application and Premium to Selling
Group Member which will after a determination of suitability remit the
Premium to Insurer.
The Sales Persons shall take applications for the Contracts only on
preprinted applications supplied to them and/or Associated Agency(ies)
by Insurer. All completed applications and supporting documents are
the sole property of Insurer and shall be retained by or on behalf of
Insurer.
Selling Group Member is authorized to recommend Sales Persons for
appointment by Insurer to solicit sales of the Contracts.
(ii) ASSOCIATED AGENCY/SALES PERSONS.
-------------------------------
Associated Agency(ies) is authorized to recommend Sales Persons for
appointment by Insurer to solicit sales of the Contracts. Associated
Agency(ies) warrants that all such Sales Persons shall not commence
solicitation nor aid, directly or indirectly, in the solicitation of
any application for any Contract until that Sales Person is
appropriately licensed and appointed by Insurer to sell the Contracts.
Associated Agency(ies) shall be responsible for all fees required to
obtain and/or maintain any licenses or registrations required by the
relevant state laws.
Associated Agency(ies) will fully comply with the requirements state
insurance laws. Associated Agency(ies) shall fully cooperate in any
insurance or securities regulatory examination, investigation, or
proceeding or any judicial proceeding with respect to Insurer,
Distributor, Selling Group Member and Associated Agency(ies) and their
respective affiliates, agents and representatives to the extent that
such examination, investigation, or proceeding arises in connection
with the Contracts. Associated Agency(ies) shall immediately notify
Distributor if its insurance license or the license of
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any of its Sales Persons is revoked, suspended, or terminated.
(iii) Insurer.
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Insurer warrants that no Sales Person shall commence solicitation or
aid, directly or indirectly, in the solicitation of any application
for any Contract until that Sales Person is appropriately licensed and
appointed by Insurer to sell the Contracts.
Following Selling Group Member's determination of securities
suitability, Insurer will determine the insurance suitability of the
Contracts, and will determine in its sole discretion whether to accept
the applications submitted to Insurer by the Sales Persons and issue
Contracts.
Insurer will inform Associated Agency(ies) and Selling Group Member
regarding any limitations on the availability of the Contracts in each
of the relevant state jurisdictions.
Insurer represents that the prospectus(es) and registration
statement(s) relating to the Contracts contain no untrue statements of
material fact or omission of a material fact, the omission of which
makes any statement contained in the prospectus and registration
statement materially false or misleading. Insurer agrees to indemnify
Associated Agency(ies) and Selling Group Member from and against any
claims, liabilities and expenses which may be incurred by any of those
parties under the Securities Act of 1933, the 1934 Act, the Investment
Act of 1940, common law, or otherwise, that arises out of a breach of
this paragraph.
(iv) Distributor.
-----------
Distributor is authorized by Insurer to offer the Contracts for sale
by the Sales Persons under the terms of the Distribution Agreement
described herein.
(c) New Products.
------------
Insurer and Distributor may propose and Insurer may issue additional
or successor products, in which event Selling Group Member and,
Associated Agency(ies) will be informed of the product and its related
Commission schedule. If Selling Group Member and Associated
Agency(ies) do not agree to distribute such product(s), they must
notify Distributor in writing within 10 days of receipt of the
Commission Schedule for such product(s). If Selling Group Member and
Associated Agency(ies) do not indicate disapproval of the new
product(s) or the terms contained in the related Commission Schedule,
Selling Group Member and Associated Agency(ies) will be deemed to have
thereby agreed to distribute such product(s) and agreed to the related
Commission Schedule which shall be attached to and made a part of this
Agreement.
(d) Sales Material/Books and Records.
--------------------------------
Associated Agency(ies), Selling Group Member and Sales Persons shall
not utilize, in their efforts to market the Contracts, any written
brochure, prospectus, descriptive literature, printed and published
material, audio-visual material or standard letters unless such
material has been provided preprinted by Insurer or unless Insurer has
provided prior written approval for the use of such literature.
Associated Agency(ies) and/or Selling
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Group Member shall maintain complete records indicating the manner and
extent of distribution of any such solicitation material shall make
such records and files available to Insurer and/or Distributor and
shall forward such records to Insurer and Distributor. Additionally,
Selling Group Member and/or Associated Agency(ies) shall make such
material available to personnel of state insurance departments, FINRA
or other regulatory agencies, including the SEC, which may have
regulatory authority over Insurer or Distributor. Associated
Agency(ies) and Selling Group Member jointly and severally hold
Insurer, Distributor and their affiliates harmless from any liability
arising from the use of any material which either (i) has not been
specifically approved in writing by Insurer, or (ii) although
previously approved, has been disapproved by Insurer in writing for
further use.
Selling Group Member will reflect all sales of the Contracts by
Associated Agency(ies) and the Sales Persons on the books and records
of Selling Group Member. Selling Group Member hereby designates the
principal place of business of Associated Agency(ies) as an Office of
Supervisory Jurisdiction of Selling Group Member.
(e) Prospectuses.
------------
Selling Group Member warrants that solicitation for the sale of the
Contracts will be made by use of a currently effective prospectus,
that a prospectus will be delivered concurrently with each sales
presentation and that no statements shall be made to a client
superseding or controverting any statement made in the prospectus.
Insurer and Distributor shall furnish Selling Group Member and
Associated Agency(ies), at no cost to Selling Group Member or
Associated Agency(ies), reasonable quantities of prospectuses to aid
in the solicitation of Contracts.
2. COMPENSATION
------------
Insurer will remit to Selling Group Member or, at Selling Group Member's
direction, to Associated Agency(ies) compensation set forth in Schedule B
hereto.
3. CUSTOMER SERVICE AND COMPLAINTS
-------------------------------
The parties agree that Insurer may contact by mail or otherwise, any client,
agent, account executive, or employee of Selling Group Member or Associated
Agency(ies) or other individual acting in a similar capacity if deemed
appropriate by Insurer, in the course of normal customer service for existing
Contracts, in the investigation of complaints, or as required by law. The
parties agree to cooperate fully in the investigation of any complaint. Insurer
and Selling Group Member jointly will handle and process all complaints
associated with the sale of the Contracts under this Agreement.
4. INDEMNIFICATION
---------------
Selling Group Member and Associated Agency(ies) agree to hold harmless and
indemnify Distributor and Insurer against any and all claims, liabilities and
expenses incurred by either Distributor or Insurer, and arising out of or based
upon any alleged or untrue statement of Selling Group Member, Associated
Agency(ies) or Sales Person other than statements contained in the approved
sales material for any Contract, or in the registration statement or prospectus
for any Contract. Further, Selling Group
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Member and Associated Agency(ies) agree to hold harmless and indemnify
Distributor and Insurer against any and all claims, liabilities, expenses or
losses due to activities covered by the fidelity bond described in paragraph 5
below.
Insurer hereby agrees to indemnify and hold harmless Selling Group Member and
Associated Agency(ies) and each of their employees, controlling persons,
officers or directors against any losses, expenses (including reasonable
attorneys' fees and court costs), damages or liabilities to which Selling Group
Member or Associated Agency(ies) or each of their affiliates, controlling
persons, officers or directors become subject, under the Securities Act of 1933
or otherwise, insofar as such losses, expenses, damages or liabilities (or
actions in respect thereof) arise out of or are based upon Insurer's
performance, non-performance or breach of this Agreement, or are based upon any
untrue statement contained in, or material omission from, the prospectus for any
of the Contracts.
5. ERROR & OMISSIONS AND FIDELITY BOND COVERAGE
--------------------------------------------
Selling Group Member and Associated Agency(ies) represent that all directors,
officers, employees, representatives and/or Sales Persons who are appointed
pursuant to this Agreement or who have access to funds intended to be delivered
from the client to Insurer or from Insurer to the client and will continue to be
covered by a blanket fidelity bond including coverage for larceny, embezzlement
or any other defalcation, issued by a reputable bonding company. Such bond shall
be at least equivalent to the minimal coverage required under the FINRA Rules of
Fair Practice, endorsed to extend coverage to life insurance and annuity
transactions.
For as long as this Agreement is in force, the Selling Group Member and
Associated Agency(ies) represents and warrants that for each entity as well as
their Sales Persons, shall maintain Errors & Omission ("E&O") coverage in an
amount of not less than $1,000,000 per policy limit. Said errors and omissions
coverage shall extend coverage to all life insurance and annuity transactions,
to both the Selling Group Member and its Associated Agency(ies), and shall
include coverage due to claims for negligence, failure to supervise,
suitability, misrepresentation as well as all other claims provided for by said
policy of coverage.
Blanket fidelity bond and E&O coverage shall be maintained at Selling Group
Member's and/or Associated Agency(ies)'s expense. Selling Group Member and
Associated Agency(ies) acknowledge that the Insurer may require evidence that
blanket fidelity bond and E&O coverage are in force and Selling Group Member and
Associated Agency(ies) shall promptly give notice to the Insurer of any notice
of cancellation or change of coverage below the minimal coverage contained in
this section. Selling Group Member and Associated Agency(ies) each assign any
proceeds received from the fidelity bond company to Insurer to the extent of
Insurer's loss due to activities covered by the bond. If there is any
deficiency, Selling Group Member or Associated Agency(ies), as the case may be,
will promptly pay Insurer that amount on demand. Selling Group Member and
Associated Agency(ies) indemnify and hold harmless Insurer and Distributor from
any deficiency and from the cost of collection.
6. INDEPENDENT WHOLESALERS
-----------------------
Insurer and Distributor, as applicable, shall hereby provide notice to Selling
Group Member and Associated Agency(ies) that Insurer and Distributor intend to
utilize the services of one or more independent wholesalers in connection with
the solicitation and sales of the Contracts by the Sales Persons. By Selling
Group Member's acceptance of this provision, it will be understood by Insurer,
that Selling Group Member has not disapproved any and all independent
wholesaling arrangements the existence of which Sales Persons will inform
Selling Group Member.
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If Selling Group Member does not agree to allow independent wholesaling as
detailed in this section, Selling Group Member will opt out of this provision by
inserting its initials below:
_______(initials). Selling Group Member does not allow independent
wholesaling arrangements with its Sales Persons.
7. LIMITATIONS ON AUTHORITY
------------------------
The Contract forms are the sole property of Insurer. No person other than
Insurer has the authority to make, alter or discharge any policy, contract,
supplemental contract or form issued by Insurer. No party has the right to waive
any provision with respect to any contract or policy; give or offer to give, on
behalf of Insurer, any tax or legal advice related to the purchase of a contract
or policy; or make any settlement of any claim or bind Insurer or any of its
affiliates in any way. No person has the authority to enter into any proceeding
in a court of law or before a regulatory agency in the name of or on behalf of
Insurer.
8. ARBITRATION
-----------
The parties agree that any controversy between or among them arising out of
their business or pursuant to this Agreement that cannot be settled by agreement
shall be taken to arbitration as set forth herein. Such arbitration will be
conducted according to the securities arbitration rules then in effect, of the
American Arbitration Association. Arbitration may be initiated by serving or
mailing a written notice. The notice must specify which rules will apply to the
arbitration. This specification will be binding on all parties.
The arbitrators shall render a written opinion, specifying the factual and legal
bases for the award, with a view to effecting the intent of this Agreement. The
written opinion shall be signed by a majority of the arbitrators. In rendering
the written opinion, the arbitrators shall determine the rights and obligations
of the parties according the substantive and procedural laws of the State of
Texas. Accordingly, the written opinion of the arbitrators will be determined by
the rule of law and not by equity. The decision of the majority of the
arbitrators shall be final and binding on the parties and shall be enforced by
the courts in Texas.
9. CONFIDENTIALITY AND PROTECTION OF NONPUBLIC PERSONAL INFORMATION
----------------------------------------------------------------
(a) Confidential Information. The parties acknowledge that, in the
performance of the Agreement, they may receive or have access to
information about customers and other proprietary information of the
other parties, including names, addresses, account balances, account
numbers, account activity, social security numbers, taxpayer
identification numbers, and financial and health information, as well
as all forms and types of financial, business, technical, or economic
information, whether tangible or intangible, and whether or how
stored, compiled, or memorialized physically, electronically,
graphically, photographically, or in writing ("Confidential
Information"). Confidential Information includes among other things:
"Health Information," which shall be defined as information including
demographic information relating to past, present or future physical
or mental health or condition of an individual, the provision of
health care to an individual, or the past, present, or future payment
for the provision of health care to an individual, which identifies
the individual or for which there is a reasonable basis to believe the
information
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can be used to identify the individual and (ii) "Financial
Information," which shall be defined as personally identifiable
financial information and any list, description or other grouping of
individuals that is derived using any personally identifiable
financial information other than publicly available information about
any policyholder.
(b) Confidential Information excludes information that (1) is
independently developed by a party without violating the disclosing
party's proprietary rights, (2) is or becomes publicly known (other
than through unauthorized disclosure), (3) is intentionally disclosed
by the owner of such information to a third party free of any
obligation of confidentiality, (4) is already known by a party, as
evidenced by the written records of that party, free of an obligation
of confidentiality other than pursuant to this Agreement, or (5) is
rightfully received by a party free of any obligation of
confidentiality.
(c) Use. The parties may use Confidential Information only in connection
with this Agreement and may not disclose Confidential Information to
any other party except as permitted by the Xxxxx-Xxxxx-Xxxxxx Act,
other applicable federal and state laws and regulations regarding
privacy, this Agreement or as otherwise agreed to in writing by the
parties hereto. The parties may disclose Confidential Information to
their respective employees and agents or to third party vendors (1)
who are involved in the issuance, administration or maintenance of a
customer's account or (2) otherwise on a need-to-know basis, provided
that, in each case, they have first adequately apprised any such
employee, agent, and or third party vender to observe this
confidentiality. In the case of employees and/or agents, the parties
shall provide adequate training to ensure this confidentiality. The
parties will take reasonable steps to protect the Confidential
Information, applying at least the same security measures and level of
care as they employ to protect their own Confidential Information. If
a party is compelled by applicable law to disclose any Confidential
Information, the party so compelled must promptly notify, in writing,
the party whose Confidential Information is being disclosed before
disclosing such Confidential Information so that such other party is
afforded the opportunity to seek relief from such disclosure or to
limit the scope of the disclosure.
(d) Security. Each party shall comply with all applicable federal, state,
and local law or regulation related to privacy, including Regulation
S-P of the Security and Exchange Commission, Title V of the
Xxxxx-Xxxxx-Xxxxxx Act and the Health Insurance Portability and
Accountability Act of 1996 ("HIPAA"). Selling Entity and Associated
Agency(ies) shall notify Distributor and Insurer promptly upon any
breach of Confidential Information. Each party shall maintain an
effective information security program to protect the Confidential
Information, which program includes administrative, technical, and
physical safeguards:
(i) to insure the security and confidentiality of Confidential
Information;
(ii) to protect against any anticipated threats or hazards to the
security or integrity of such Confidential Information; and
(iii) to protect against unauthorized access to or use of Confidential
Information which could result in substantial harm or
inconvenience to either party or other affiliates, or to
customers of any of them.
(e) Injunctive Relief. The parties acknowledge that the unauthorized
disclosure of Confidential Information is likely to cause irreparable
injury to the disclosing party and
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that, in the event of a violation or threatened violation of a party's
obligations hereunder, the disclosing party shall have no adequate
remedy at law and shall therefore be entitled to enforce each such
obligation by temporary or permanent injunctive or mandatory relief
obtained in any court of competent jurisdiction without the necessity
of proving damages, posting any bond or other security, and without
prejudice to any other rights and remedies which may be available at
law or in equity.
(f) Information Received in Error. If Confidential Information, which is
not necessary for the purposes of this Agreement, is received by one
party from the other party in error, the other party shall promptly
return the original and destroy all copies of the same and/or destroy
or certify in writing to the requesting party that the Confidential
Information has been destroyed.
(g) Use upon Termination. At the termination of this Agreement, or in the
event a party makes a request for the return of their Confidential
Information, the other parties will promptly return the original and
all copies of same, or certify in writing to the requesting party that
the Confidential Information has been destroyed; provided however,
that each party shall retain Confidential Information in its
possession necessary to service its customers. This Confidentiality
provision shall survive the termination of this Agreement.
10. ANTI-MONEY LAUNDERING COMPLIANCE
--------------------------------
(a) Each party represents and warrants that it has developed and
implemented a written anti-money laundering program ("AML Program")
reasonably designed to achieve and monitor compliance with the USA
PATRIOT Act, the Bank Secrecy Act and applicable regulations there
under, as well as regulations administered by the U.S. Department of
the Treasury's Office of Foreign Asset Control ("OFAC"), as further
described below.
(b) Selling Group Member's and Associated Agency(ies)'s AML Program must
include the following elements: (1) policies, procedures, and controls
that are tailored to Selling Group Member's and Affiliated Agency's
business; (2) designation of a compliance officer to administer and
oversee the AML Program; (3) employee and Agent training, in
compliance with the USA Patriot Act and the Bank Secrecy Act; (4) an
independent audit function to test the effectiveness of the AML
Program; (5) a Customer Identification Program adopted pursuant to
Section 326 of the USA Patriot Act; (6) provisions for the filing of
all necessary anti-money laundering reports, including currency
transaction reports and suspicious activity reports; (7) provisions
for screening of all new and existing customers against the OFAC list
and any other government list that is or becomes required under the
Bank Secrecy Act; and (8) provisions to allow appropriate examiners
and regulators to examine information, books, and records maintained
by Selling Group Member and Associated Agency(ies) in connection with
its AML Program.
(c) The parties acknowledge that Insurer has established an AML Program.
As permitted by applicable AML regulations, the parties acknowledge
that Insurer will rely on Selling Group Member and Associated
Agency(ies) to, and Selling Entity and Associated Agency(ies) agree
to, (1) verify and identify each customer's identity and the source(s)
of funds to be used to purchase annuity or insurance Products and (2)
provide appropriate AML training to the Sales Persons involved in the
solicitation, sale, and/or servicing of the products. Selling Entity
and Associated Agency(ies) agree to provide to Insurer, upon
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request, written verification of the AML training. If written
verification is not timely provided, Insurer may suspend payment of
compensation until such verification is received. If Selling Entity
and Associated Agency(ies) fail to comply with any directives received
from Insurer regarding AML compliance, Insurer reserves the right to
refuse to process business submitted by Selling Entity and Associated
Agency(ies) until Selling Entity and Associated Agency(ies) comply
with the directives.
11. GENERAL PROVISIONS
------------------
(a) Waiver. Failure of any of the parties to promptly insist upon strict
compliance with any of the obligations of any other party under this
Agreement will not be deemed to constitute a waiver of the right to
enforce strict compliance.
(b) Independent Contractors. Selling Group Member and Associated
Agency(ies) are independent contractors and not employees or
subsidiaries of Insurer and Distributor.
(c) Independent Assignment. No assignment of this Agreement or of
commissions or other payments under this Agreement shall be valid
without prior written consent of Insurer and Distributor.
(d) Notice. Any notice pursuant to this Agreement may be given
electronically (other than vocally by telephone) or by mail, postage
paid, transmitted to the last address communicated by the receiving
party to the other parties to this Agreement.
(e) Severability. To the extent this Agreement may be in conflict with any
applicable law or regulation, this Agreement shall be construed in a
manner consistent with such law or regulation. The invalidity or
illegality of any provisions of this Agreement shall not be deemed to
affect the validity or legality of any other provision of this
Agreement.
(f) Amendment. This Agreement may be amended only in writing and signed by
all parties. Insurer may amend Schedule A and each Schedule B at any
time and only in writing. Insurer shall promptly deliver such amended
Schedules(s) to Selling Group Member. No amendment will impair the
right to receive commissions as accrued with respect to Contracts
issued and applications procured prior to such amendment.
(g) Entire Agreement. This Agreement together with such amendments as may
from time to time be executed in writing by the parties, constitutes
the entire agreement and understanding among the parties in respect to
the transactions contemplated hereby and supersedes all prior
agreements, arrangements and understandings related to the subject
matter hereof.
(h) Termination. This Agreement may be terminated by any party upon 30
days' prior written notice. This Agreement may be terminated
immediately for cause in the event of a material breach of the
provisions of this Agreement.
Termination of this Agreement shall not impair the right to receive
commissions accrued with respect to applications procured prior to the
termination except as except for a termination due to cause, or as
otherwise specifically provided in Schedule B. All rights to
commission cease after termination of the Agreement.
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(i) Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the state of Texas.
(The remainder of this page is intentionally left blank)
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By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement as of the last date signed below.
SELLING GROUP MEMBER:_____________________________________________________
(BROKER-DEALER) (TAX ID #)
Address:
_____________________________________________________
_____________________________________________________
Signature:
_____________________________________________________
Name & Title:
_____________________________________________________
Date:
_____________________________________________________
ASSOCIATED AGENCY: ______________________________________________________
(PRIMARY INSURANCE AGENCY) (TAX ID #)
Address:
_____________________________________________________
_____________________________________________________
Signature:
_____________________________________________________
Name & Title:
_____________________________________________________
Date:
_____________________________________________________
AIG CAPITAL SERVICES, INC.
Harborside Financial Center,
0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000
Signature:
____________________________________________
Name & Title:
____________________________________________
Date:
____________________________________________
AMERICAN GENERAL LIFE INSURANCE COMPANY
0000 Xxxxx Xxxxxxx A35 For notice also send copies to: 1999 avenue of the Stars, 00xx Xxxxx
Xxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
Attn: Financial Institution Operations Attn: General Counsel
Signature:
____________________________________________
Name & Title:
____________________________________________
Date:
____________________________________________
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ANNEX I
Below each Associated Agency in addition to the Primary Associated Agency
indicated on the signature page shall execute the Selling Group Agreement.
ASSOCIATED AGENCY NAME STATE(S) TAX I.D. NO.
AND SIGNATURE
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