LONDON PACIFIC LIFE & ANNUITY COMPANY
SALES AGREEMENT
(WITH COMMISSION SCHEDULE)
LONDON PACIFIC LIFE & ANNUITY COMPANY
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
LONDON PACIFIC FINANCIAL & INSURANCE SERVICES
0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
SALES AGREEMENT
1.0 DEFINITIONS
1.1 "We," "Our" or "Us" refers to London Pacific Life & Annuity Company,
and, with respect to contracts registered as securities with the SEC,
London Pacific Financial & Insurance Services, which serves as
principal underwriter for such contracts.
1.2 "You" or "Your" refers to the person(s) or organization(s) being
appointed under this contract as Our Dealer and named as such in the
Schedule and to the extent, and only to the extent as set out in such
Schedule, as our agent.
1.3 "Schedule" is (are) the specifications page(s) attached to and made
part of this Sales Agreement.
1.4 "Contracts" are those insurance and/or annuity plans set out in the
Schedule.
1.5 "SEC" is the Securities and Exchange Commission.
1.6 "NASD" is the National Association of Securities Dealers, Inc.
1.7 "Broker/Dealer" and/or "Dealer" is a broker/dealer registered with the
SEC and a member of the NASD with respect to contracts registered as
securities with the SEC. "Dealer" is an insurance agency or agent with
respect to contracts not registered as securities with the SEC.
1.8 "Agreement" is the Sales Agreement.
1.9 "Home Office" is our office at 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX
00000.
2.0 APPOINTMENT
We hereby appoint you as Our Dealer for the solicitation and procurement of
applications for Contracts in all states in which we are authorized to do
business and in which You are properly licensed and appointed, without
exclusive representation. You may also be appointed as Our agent for
purposes of state insurance law, as set out in the agreement, or schedule
hereto.
3.0 AUTHORITY
3.1 You have the power of authority to represent Us only to the extent
expressly granted in the Agreement. No further power or authority is
implied.
3.2 Nothing contained in this Agreement is intended to create a
relationship of employee and employer between You and Us. You, and any
agents appointed by You, are an independent contractor in relation to
Us. While You are free to exercise Your own judgment as to the time,
place and means of performing all acts under this Agreement, all such
actions must conform to all Our regulations.
3.3 This Agreement terminates any and all previous agreements between You
and Us relating to the subject matter hereof. However, execution of
this Agreement shall not affect any obligations which have already
accrued under any prior agreement.
3.4 You are authorized and responsible for the following: to collect only
the initial premium for each line of business; promptly remitting such
premium (payable to London Pacific Life & Annuity Company) without
reduction; along with properly completed application form(s) to Our
address of record.
3.5 You may procure and solicit applications for Contracts through agents
appointed by You. Each such appointment is subject to Our approval. We
are not liable and take on no obligations under any Agreement between
You and any agent unless We have agreed to do so in writing. Agents
must be duly licensed for the appropriate lines of business under the
applicable laws and by the proper authorities in each jurisdiction in
which You propose to solicit and procure applications for Contracts.
Agents must indicate in each application for a Contract that it has
been solicited on Your behalf.
3.6 You must supervise any Agents you appoint for solicitation and
procurement of Contracts. At all times you are responsible for acts
and omissions for each agent within the scope of his or her agency
appointment. You shall exercise all responsibilities required by the
applicable Federal and state laws and regulations. Additionally, You
shall supervise Your agents to act in accordance with Your
responsibilities under the following sections of this Agreement: 6.1,
6.2, 6.9, 6.10, 6.11, 6.14, 7.1 and 7.2. We shall not have any
responsibility for the supervision of any of Your agents.
3.7 We may, by written notice to You, refuse to permit any of Your agents
to solicit or procure applications for the sale of any of the
Contracts. By such notice We may also require You to cause any of Your
agents to cease such solicitation or procurement, and/or require You
to cancel the appointment of any of Your agents.
4.0 SEC REGISTERED CONTRACTS
4.1 If you are a Broker/Dealer, You agree that You have full
responsibility for the training and supervision of all persons,
including Your agents, employees and/or other affiliated persons or
organizations, who are engaged directly or indirectly in the offer or
sale of Contracts that are registered with the SEC. You also agree
that all such persons or organizations shall be subject to Your
control with respect to their activities in connection with such
Contracts. You must certify to Our satisfaction the qualifications of
all such persons or organizations. You must notify us immediately if
any such person or organization ceases to be Your registered
representative or ceases to be qualified in any manner to sell,
procure or in any way service such Contracts.
4.1.1You shall fully comply with the requirements of the NASD and the
Securities and Exchange Act of 1934 and all other applicable
Federal or state laws. You shall establish such rules and
procedures as may be necessary to cause diligent supervision of
the securities activities of Your agents, employees and/or
affiliated persons or organizations. Upon Our request, You shall
furnish in a timely fashion any records necessary to establish
such diligent supervision.
4.1.2Each of Your agents will not be permitted to solicit and procure
applications for Contracts until You and the agent have entered
into an agreement appointing that person or organization as both
Your agent and registered representative. Under this agreement,
such agent must agree: (a) that his or her selling activities
relating to the Contracts will be under Your supervision and
control; and (b) that his or her right to continue to solicit and
procure such Contracts is subject to his or her continued
compliance with such agreement.
4.1.3Should one of Your agents fail or refuse to submit to Your
supervision in accordance with both this Agreement and the
agreement noted above in Section 4.1.2, or if such agent
otherwise fails to comply with Your rules or meet Your standards,
You shall immediately: (a) notify such agent that he or she is no
longer authorized to solicit or procure Contracts; (b) take
whatever additional action is necessary to terminate sales
activities of such agent in relation to the Contracts; and (c)
notify Us that You have terminated such agent's authority.
4.2 If You are not a Broker/Dealer, but a member of an affiliated group of
legal entities one of which is a Broker/Dealer and a party to this
Agreement, You agree that with respect to contracts registered with
the SEC, Your agents shall be registered representatives of such
Broker/Dealer.
4.2.1As appropriate, any reference in this Agreement to You shall
apply equally to such Broker/Dealer.
4.2.2You hereby direct Us to pay any compensation due under paragraph
5 of this Agreement to the Broker/Dealer.
4.3 All other provisions of this Agreement apply to the sale of Contracts
registered with the SEC.
5.0 COMPENSATION
5.1 We pay You as full compensation under this Agreement, commissions
and/or service fees on premium to Us while this Agreement is in effect
on account of Contracts issued upon applications procured under this
Agreement.
5.2 We pay commissions and/or service fees in relation to Contracts in the
amounts and for the periods of time set out in the Schedule which is
in effect at the time such Contracts are sold.
5.3 Schedules are subject to change upon written notice to You. Such
changes shall not affect compensation due on either premiums or
applications received for Contracts later issued if they are received
at Our Home Office prior to the effective date of a change.
5.4 Any current or subsequent Schedule may provide other or additional
conditions regarding compensation and if so, will be controlling to
the extent of other or additional conditions.
5.5 Compensation is payable only on applications We accept, and only after
We receive at Our Home Office both the required premium and any
outstanding delivery requirements as established by law, regulation or
by Us.
5.6 You agree to repay to Us in full the total compensation paid to You on
any Contract premium We return for any reason. You agree to repay such
compensation within seven (7) business days of notice to You of such a
return of amounts relating to premium.
5.7 All compensation shall cease to be payable on and after termination of
this Agreement, if such occurs for one or more of the reasons
specified in Section 8.2.
5.8 We shall not be obligated to pay any compensation related to Contracts
registered with the SEC if You are disqualified for continued
registration with the NASD, as such would represent a violation of
NASD rules. In such event, We shall hold any compensation due in
"escrow" from the date of such disqualification, provided You (a)
commence an appeal to the NASD within 180 days following the
disqualification notice; (b) actively pursue such appeal; and (c)
notify Us of such appeal. Should Your NASD registration be reinstated,
all compensation due or becoming due to You during the period of
disqualification shall be immediately paid, without interest, provided
this does not violate any NASD rules or regulations in effect at said
time.
6.0 GENERAL PROVISIONS
6.1 You shall cooperate with Us in the investigation and settlement of all
claims, actions, or complaints against You, and of Your agents and/or
Us relating to the solicitation or procurement of Contracts under this
Agreement. You shall notify us promptly in writing of any customer
complaints or notice of any regulatory authority investigation or
proceeding received by You with respect to the Contract.
6.2 You shall keep full and accurate records of the business You transact
under this Agreement and shall forward to Us such reports of said
business as We may prescribe. We have the right to examine and inspect
said records at any time, given a reasonable advance notice. All rate
books, manuals, forms, supplies, and any other properties furnished by
Us and in Your possession shall be returned to Us immediately on
termination of this Agreement.
6.3 You shall bear all of Your expenses incurred in the performance of
this Agreement.
6.4 It is Your duty under this Agreement to obtain applications for the
contracts, and, where applicable, to conserve and renew contracts
placed with Us.
6.5 All applications for Contracts are subject to Our acceptance. We
reserve the right to prescribe conditions, rules and regulations for
the offer and acceptance of Contracts, which may be changed from time
to time. Such conditions, rules and regulations, and changes to such,
will be forwarded to Your last known mailing address.
6.6 We reserve the right to modify, change or discontinue the offering of
any form of Contract at any time in any jurisdiction.
6.7 No waiver or modification of this Agreement will be effective, unless
it is in writing and is signed by one of Our duly authorized officers,
and by You or one of Your duly authorized officers.
6.8 Our failure to enforce any provision of this Agreement shall not
constitute a waiver of any such provision. Our past waiver of a
provision shall not constitute a course of conduct or a waiver in the
future of that provision.
6.9 You shall forward to Us at Our Home Office, by certified mail, any
legal process or notice served on You in a suit or proceeding against
You.
6.10 You may not use any advertising material, prospectus, proposal or
representation, either in general or in relation to a Contract, unless
furnished by Us or until You obtain Our prior written consent. You
shall cease using any such materials or making any such representation
upon receipt of notice that such materials are no longer available for
such purposes. You shall not issue or recirculate any illustration,
circular, statement or memorandum of any sort which misrepresents the
terms, benefits or advantages of any Contracts issued by the Company,
or make any misleading statement as to benefits to be received in
relation to a Contract.
6.11 In regard to Contracts registered with the SEC, You agree not to make
written or oral representations except such as are contained in
current prospectuses and authorized supplementary sales literature
made available by Us. In respect to such products You also agree to
comply with the SEC Statement of Policy and the regulations thereunder
of the NASD.
6.12 You shall indemnify and hold Us Harmless from any loss or expense on
account of breach of this agreement, including but not limited to, any
unauthorized act or transaction by You, Your employees, or persons
appointed by or affiliated with You, or any claim by one or more of
Your agents for compensation due or to become due on account of such
agent(s) sale(s) of Contracts.
6.13 You expressly authorize Us to charge against all compensation due or
to become due You under this Agreement any amounts paid or liabilities
incurred by Us under this Agreement.
6.14 You shall not offer or pay any rebate of premium or make any offer of
or provide any other inducement not specified in the Contracts to any
person or organization in relation to the solicitation or procurement
of Contracts. You shall not make any misrepresentation or incomplete
comparison between contracts or companies for the purposes of inducing
a policy or contract holder of any other company to lapse, forfeit or
surrender such policy or contract.
6.15 No assignment of this Agreement or compensation payable hereunder
shall be valid unless We authorize it in writing. Every assignment
shall be subject to any indebtedness and obligation You owe Us and any
applicable state insurance laws or regulations pertaining to such
assignments.
6.16 We may deduct at any time every indebtedness or obligation You owe Us
from any monies due under this Agreement.
6.17 Any outstanding indebtedness You owe Us shall become immediately due
and payable on termination of the Agreement.
7.0 LIMITATION OF AUTHORITY
7.1 You are not authorized, and are expressly forbidden on Our behalf, to
incur any indebtedness or liability, or make, alter, or discharge
agreements, or to waive forfeitures, extend time of payment of any
premium, waive payment in cash, or to receive any money due or to
become due Us, or to perform any other act, except as specifically
provided in this Agreement.
7.2 No individual Contract providing life, health or disability insurance
coverage shall be delivered if You or Your sub-agent has knowledge
that the health of any person proposed for insurance has changed since
the application was taken or unless the first premium has been fully
paid and delivery made by the date We specify, or if no delivery date
is specified, within sixty (60) days from the date we mail the
Contract you shall return immediately to Us at Our Home Office any
Contract not delivered in accordance with this Paragraph.
8.0 TERMINATION
8.1 This entire Agreement may be terminated by either party by giving
thirty (30) days' notice in writing to the other party. Such notice
shall be mailed to Your last known mailing address on Our records, or
in the event You choose to terminate the Agreement, to Our Home
Office.
8.2 This Agreement shall automatically terminate without notice upon
occurrence of any of the following events:
(a) Your bankruptcy or dissolution, or if You are organized as a
partnership, bankruptcy or dissolution of any of the partners,
except that in such case the Agreement shall only terminate as to
the bankrupt or dissolved partner.
(b) Fraud or gross negligence by You in the performance of any duties
imposed on You by this Agreement or withholding or
misappropriation, for Your own use, of Our funds or those of Our
policy or contract holders, applicants, beneficiaries or payees.
(c) When and if You materially breach this Agreement or materially
violate Federal or state insurance and/or securities laws in any
jurisdiction in which You transact business, whether or not in
relation to Us or Our Contracts.
(d) When and if You fail to obtain renewal of a necessary license in
any jurisdiction, but only as to that jurisdiction.
(e) When and if You are disqualified for continued membership with
the NASD or registration with the SEC, but only as to Contracts
registered with the SEC.
8.3 Sections 6.0 and 7.0 shall survive the termination of this Agreement,
as appropriate.
9.0 GOVERNING LAW
This agreement shall be governed by and construed in accordance with the
laws of the State of North Carolina.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year above first written. Further this agreement is
valid only if the "Contracts" are accepted for registration by the SEC.
LONDON PACIFIC LIFE & ANNUITY COMPANY
By:__________________________________________
Its:_________________________________________
Date:________________________________________
LONDON PACIFIC FINANCIAL & INSURANCE SERVICES
By:__________________________________________
Its:_________________________________________
Date:________________________________________
(Dealer)
By:__________________________________________
Its:_________________________________________
Date:________________________________________
