Xxxxxxx 00.X0x
Xxx-XX Agent
September 8, 1986
Draft # 2 LDASA
AGENT SALES AGREEMENT
THIS AGREEMENT, Made this ______ day of _______________, 19 ____, by and
between MIMLIC Sales Corporation, a Minnesota corporation (the "Underwriter,"
"we," "us," "our"), having its principal office at 000 Xxxxx Xxxxxx Xxxxxx, Xx.
Xxxx, Xxxxxxxxx 00000-0000, and ________________________ (the "Agent," "you,"
"your").
WHEREAS, the Underwriter has entered into a Distribution Agreement relating
to variable adjustable life insurance policies (the "policies") participating in
the Minnesota Mutual Variable Life Account (the "Variable Life Account"), a
registered separate account of the Minnesota Mutual Life Insurance Company
("Minnesota Mutual"), under which the Underwriter was engaged and agreed to act
a principal underwriter in the sale and distribution of the policies to the
public; and
WHEREAS, the Underwriter has entered into a Distribution Agreement relating
to variable annuity contracts ("contracts") participating in Minnesota Mutual
Variable Fund D and Minnesota Mutual Variable Annuity Account, each a registered
separate account of The Minnesota Mutual Life Insurance Company (the "Separate
Accounts"), under which the Underwriter was engaged and agreed to act as
principal underwriter in the sale and distribution of the contracts to the
public;
WHEREAS, the Agent is a registered representative of the Underwriter; and
WHEREAS, the Underwriter desires that the Agent participate in the sale and
distribution of those policies and contracts to the public;
NOW THEREFORE, the Underwriter hereby appoints Agent as its registered
representative for the solicitation, sale and distribution of the policies and
contracts to the public, subject to the following terms and conditions.
1. Acceptance and Subscriptions. Applications solicited by you will be
accepted by Minnesota Mutual only on the terms which are set forth in the then
current Prospectus (and/or Statement of Additional Information, if any) of the
Variable Life Account or the Separate Accounts.
2. Agent Commission. You will receive a commission for each sale.
Commissions shall be paid directly to you by Minnesota Mutual as compensation
for the sale of the policies and contract. The amount of commission which may
be payable to you and the terms and conditions of commission payments are
described in your contract with Minnesota Mutual and that agreement alone will
govern such payments. We will not be responsible for commission payments and
you agree to look solely to Minnesota Mutual for those payments. Minnesota
Mutual shall be responsible for those books and records as may be required to
calculate and evidence its payments under the Agent's Contract to you. If there
is a dispute, those records will control in every instance.
3. Purchase Payments and Premiums. Purchase payments for contracts and
premiums and nonrepeating premiums for the policies shall be treated, and net
premiums shall be allocated, as described in the appropriate current Prospectus
(and/or Statement of Additional Information, if any) of the Separate Accounts or
of the Variable Life Account and as instructed from time to time by us. You
must promptly forward all purchase payments and premiums to Minnesota Mutual
when you receive them. There shall be no postponement in the forwarding of
these amounts.
All monies or other settlements received by the Agent for or on behalf of
Minnesota Mutual shall be received by the Agent in a fiduciary capacity in trust
for Minnesota Mutual and shall be immediately transmitted to us. In no event
shall you commingle such monies with other funds. You shall keep correct
accounts and records of all business transacted and monies collected for us to
the extent required by us or by Minnesota Mutual. Your accounts and records
shall be open at all times to inspection and examination by us or by Minnesota
Mutual. All accounts, records and any supplies furnished to you by us shall
remain our property. You will promptly return our property to us when we ask
you to return it to us.
4. Failure of Order. We reserve the right at any time to refuse to accept
and approve any application for any policy or contract obtained by you. We also
reserve the right to settle any claims against either us or Minnesota Mutual
arising from the sale of the policies or contracts by you and to refund, without
your consent, all monies received in connection with any application for a
policy or contract.
5. General. You are not permitted to sell any securities or to provide
any services not approved in writing by us. You cannot charge for services
relating to financial planning or the giving of financial or investment advice.
In soliciting applications for the policies or contracts, you shall act as an
independent contractor with respect to us. Nothing herein shall make you our
partner, or a partner of any other registered representative or broker-dealer.
None of them shall be liable for your obligations. You understand that you have
no authority to incur any expenses or obligations in our name. You agree to
indemnify and save us harmless from any and all expenses, liabilities, costs,
causes of action, attorneys' fees and damages resulting from or growing out of
any action, conduct or representation made by you or for which you are
responsible. You agree to pay all expenses which you incur in connection with
your solicitation, sale or servicing of the policies and contracts. The right
given to you to solicit, sell and distribute the policies and contracts is not
exclusive, we reserve the right to engage other registered representatives
and/or broker-dealers to participate in the solicitation, sale and distribution
of the policies and contracts. The terms and conditions of these other
agreements may differ from the terms and conditions of this Agreement.
6. Agent's Undertakings. No person is authorized to make any
representation concerning the policies and contracts except those contained in
the appropriate current Prospectus (and/or Statement of Additional Information,
if any). You will not solicit, sell or service a policy or contract unless the
appropriate current Prospectus is furnished to the purchaser prior to the offer
and sale. We will furnish you with sales literature. You must not use any
supplemental sales literature of any kind without our prior written approval.
In offering and selling the policies or contracts, you will rely solely on the
representations contained in the appropriate current Prospectus (and/or
Statement of Additional Information, if any). In offering and selling the
policies and contract, you will comply with all
applicable state and federal laws and regulations, all applicable rules of the
National Association of Securities Dealers, Inc. (the "NASD") and all our
applicable rules and regulations. You will give us prompt notice of any
suspension, revocation, cancellation or other impairment of your registration,
license or qualification to sell the policies or contracts and your authority
under this Agreement shall then terminate as provided in Section 8.
7. Assignment and Termination. This Agreement may not be assigned by you
without our express written consent.
8. Termination. Either you or we may terminate this Agreement at any time
upon giving written notice to the other party. This Agreement shall
automatically terminate in the event of (a) the suspension, revocation,
cancellation or other impairment of your registration, license or authority to
solicit, offer or sell the policies and contracts is suspended, revoked,
cancelled or impaired in any manner at any time by the NASD or by any federal,
state, district or other authority, with the NASD, (b) the termination of your
association with us, (c) the termination of your Agents' Contract with Minnesota
Mutual or (d) your death or incapacity.
9. Legal Proceedings. You have no right to start any legal proceedings on
our behalf or in our name. If we are sued because of any unauthorized action or
statement by you, you then agree to indemnify and save us harmless from any
judgments, settlements, attorneys' fees and other expenses.
10. Notice. Any notice required under the contract may be given in person
or by mail directed to the last known address of the other party.
11. Waiver. We may choose from time to time not to enforce a provision of
the contract or one of our rules. This does not mean we have waived the right
to enforce it in the future. Also, it does not mean that we ratify or consent
to those actions of yours which were not in accord with the contract or with our
rules.
12. Amendment. This Agreement may not be amended except by written
agreement executed by you and us.
13. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Minnesota.
AGENT:
____________________________________
(Name)
____________________________________
(Tax Identification Number)
____________________________________
(Street Address)
____________________________________
(City) (State) (Zip)
Date of offer:____________________, 198___
Accepted by MIMLIC Sales Corporation
By________________________________
Its ________________________________
Date of Acceptance: _____________, 198___
