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EXHIBIT 1(c)
[] FEDERAL XXXXXX LIFE ASSURANCE COMPANY [ZURICH XXXXXX LOGO]
[] FIDELITY LIFE ASSOCIATION COMPANY
[] XXXXXX INVESTORS LIFE INSURANCE COMPANY
[] ZURICH LIFE INSURANCE COMPANY OF AMERICA
LONG GROVE, IL 60049-0001 GENERAL AGENT'S AGREEMENT
In this AGREEMENT, the words your and yours refer to the General Agent named on
the last page of this AGREEMENT and the words us, we, our and Company refer to
the company(ies) indicated above.
Upon the signing of the AGREEMENT, you and the Company agree as follows:
1. APPOINTMENT
We appoint you to represent us as set forth below:
2. We authorize you (i) to solicit personally, and through Agents (and Brokers
where express authority has been given, see Section 3-E) appointed by you,
applications satisfactory to us for policies of life insurance and annuity
contracts specified in the attached SCHEDULE OF COMMISSIONS AND ALLOWANCES
and to send those applications to us, (ii) to collect the initial premium
for those policies and contracts, (iii) to promptly send those premiums to
us, and (iv) to make proper delivery of policies and contracts issued by us.
All these activities shall be conducted in accordance with our rules and
requirements governing them and it is agreed that:
A. All applications for our policies and contracts shall be made on
our forms and completed applications and supporting documents shall
be considered our property and promptly delivered to us.
B. All applications submitted to us shall be evaluated in accordance
with our underwriting rules and regulations and any assumptions
of legal liability on them shall be made at our sole discretion.
All applications are subject to acceptance by the Company at its
sole discretion.
C. All checks or money orders for initial premiums shall be drawn
to our order unless prior written approval to designate another
payee has been granted by an authorized officer of the Company and
no such check or money order shall be endorsed by you, your Agents,
Brokers or employees.
D. The full amount of the initial premium for the mode of
premium selected must be collected by you, your Agents or
Brokers on or before delivery of any life insurance policy or
annuity contract.
E. All money you, your Agents or Brokers receive as payment of
any premium on our policies or contracts shall be held in a
fiduciary capacity only and promptly sent to the Company.
Further, you are authorized to recruit Agents and to appoint Brokers to
represent you in the solicitation of insurance as authorized in this
AGREEMENT and to recommend their licensing to us. In all cases, however, we
reserve the right to refuse to license any such proposed Agent or Broker.
You may contract directly with approved Agents or Brokers under agreements
suitable for governing the solicitation of insurance as authorized by us. In
the event you request us to pay commissions earned by your Agents or Brokers
directly to them or to provide you with separate checks for the commissions
earned by them, then you shall use the printed forms furnished by us. None
of these agreements shall be in force until we receive notice of your
intention to use them and the notice has been acknowledged in writing by an
officer of the Company.
3. LIMITATION OF AUTHORITY
Unless provided in the AGREEMENT, you shall have no authority to:
A. alter, modify, waive or change any of the terms, rates or
conditions of our applications, policies or contracts, or any
other Company form;
B. make any representations to any person concerning the policies or
contracts covered by the AGREEMENT except as may be contained
in the sales literature, rate manual, material and advertising
furnished by us or previously approved in writing by an authorized
officer of the Company;
C. print, publish, use or disseminate any advertisement, sales
literature, circular, policy analysis, mailing piece or other
document relating to policies or contracts to be marketed under
this AGREEMENT or relating to us unless such material has been
first submitted to us for review and such printing, publication,
use or dissemination has been authorized in writing by an
authorized officer of the Company. Any such use shall be subject to
any terms, conditions or limitations which may be imposed by us in
the Authorization.
D. incur any indebtedness whatsoever in behalf of or in the name of
the Company;
E. accept business which has been obtained on a brokerage basis. This
AGREEMENT is not intended to include brokerage business and the
distribution of Company rates, brochures, sales literature or
advertising materials to Agents or Agencies to encourage brokerage
business is prohibited.
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4. RESPONSIBILITIES OF THE PARTIES
A. RECORDS
You will keep proper records and accounts as specified by us relating
to the business transacted under the authority of this appointment. We
reserve the right, during regular business hours, to review and make
copies of these records or accounts. Upon request you will account in
the manner prescribed by us for all Company material provided to you.
B. LICENSING
As long as this AGREEMENT remains in force, we shall obtain necessary
state appointments for you and any Agents or Brokers appointed by you
who have been approved by us to represent you. In addition, we shall
pay for the renewal of such state appointments provided that the
individual Agent or Xxxxxx has had production at levels satisfactory to
the Company in the prior twelve months.
C. CONDUCT
You will conduct your activities as authorized in this AGREEMENT in
accordance with all laws and regulations in force in the jurisdictions
in which you are authorized to transact business.
D. SUPERVISION
You agree to supervise your Agents and Brokers who solicit applications
for our insurance policies and annuity contracts as provided in this
AGREEMENT and to cause them to comply with all rules, regulations, and
obligations imposed on you.
E. INDEMNIFICATION
You shall be responsible to us for your acts and the acts of your
Agents and Brokers appointed by you and shall indemnify and hold us
harmless from any loss or expense on account of any acts by you or any
of your Agents or Brokers which are not authorized by the terms of this
AGREEMENT.
F. COOPERATION
You and the Company agree to cooperate fully with each other in any
state or federal regulatory investigation or proceeding to the extent
that it is related to matters pertaining to this AGREEMENT.
5. RESERVATION OF RIGHTS
In addition to other rights set forth in this AGREEMENT, we specifically
reserve the right to (i) modify or amend any policy or contract form or its
premium rates, (ii) discontinue or withdraw any policy or contract form from
any state, (iii) fix maximum and minimum limits on the amounts for which any
policy or contract form may be issued, (iv) modify or alter the conditions
or terms under which any policy or contract form may be sold, (v) cease
doing business in any state, (vi) amend, modify, delete or add any Company
rule or regulation upon giving you written notice of the change, and (vii)
require that you be bonded in a manner and amount which bears a reasonable
relationship to the composition and volume of your business with the
Company.
6. COMMISSIONS
We will pay you as full compensation for services rendered commissions
and/or service allowances at the rates provided and subject to the terms
and conditions contained in the attached SCHEDULE OF COMMISSIONS AND
ALLOWANCES. These commissions and/or allowances shall accrue only with
respect to premiums paid in cash to the Company for policies or contracts
actually issued by us pursuant to applications procured by you, your Agents,
or Brokers while this AGREEMENT remains in force and bearing your name
and/or the name of one or more of your licensed Agents or Brokers.
We reserve the right to change the rates and any of the terms and conditions
set forth in the SCHEDULE OF COMMISSIONS AND ALLOWANCES at any time by
giving written notice to you. You agree to immediately communicate any such
changes to all Agents and Brokers appointed by you including those to whom
the Company pays commissions directly. The notice shall be effective on
the date set forth on the new SCHEDULE and any commissions and/or service
allowances accruing with respect to policies or contracts we issue pursuant
to applications received in our home office from you, your Agents, or
Brokers after that date shall be paid as provided in the new SCHEDULE.
7. TERMINATION
This AGREEMENT shall be subject to immediate termination at any time by you,
or by the Company, upon receipt of written notice to the other party. The
notice shall be delivered personally or mailed to the last known address of
the other party via United States Mail. This AGREEMENT shall automatically
terminate if any one of the following events occur:
1. You die or are adjudged legally incompetent. In the event of death of
the General Agent, such compensation as may be due under this
AGREEMENT shall be payable to the estate of the General Agent. If the
General Agent is a partnership, then upon death of any member, the
Company shall continue to pay such compensation as may become due
under this AGREEMENT to the partnership unless or until properly
notified to the contrary in writing by any party claiming interest in
such compensation.
2. You cease doing business in the legal format indicated above your
signature on this AGREEMENT.
In the event of termination as provided in this AGREEMENT:
1. Any commissions or allowances remaining payable to you shall be paid
in accordance with the provisions contained in the SCHEDULE OF
COMMISSIONS AND ALLOWANCES;
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2.The Company reserves the right at its discretion to appoint a licensed
agent to service the business produced under this AGREEMENT.
0.Xxx or your legally appointed representative agree, upon demand, to
deliver all of the Company's property to us and shall, upon demand,
repay any existing indebtedness owed to us;
0.Xxx or your legally appointed representative shall carry out all
residual obligations which arose while this AGREEMENT was in force;
5.If any payments to you under this AGREEMENT fail to exceed $1,000.00 in
any calendar year, we shall, after the end of such year, have the
option, exercisable in our sole discretion, of purchasing from you any
future commissions and allowances payable for their present value.
"Present Value" as used here means the value of such commissions and
allowances determined by us on the basis of accepted actuarial
practices.
This AGREEMENT may be terminated for cause if you or your employees or
licensed Agents have wrongfully withheld any funds, property or documents
belonging to the Company; have misrepresented any product or service
offered by or through the Company; or have failed to comply with the terms
of this AGREEMENT or the Company's rules and regulations currently in force
or later brought to your attention. Upon termination for cause, you shall
have no further rights or privileges under this AGREEMENT, and all monies
including any fees, or other compensation or first year or renewal
compensation otherwise payable under this AGREEMENT shall be immediately
forfeited.
8. INDEBTEDNESS
Any indebtedness owed at any time by your Agents or Brokers to any of the
entities identified as the Company in this AGREEMENT shall be a first lien
against the total of any amounts due you under the terms of this AGREEMENT
from any of the entities identified as the Company in this AGREEMENT.
The Company may offset against any claim for compensation payable by the
Company to the General Agent under this AGREEMENT or under any other
AGREEMENT with the Company or with any affiliate of the Company now or
hereafter existing, any existing or future indebtedness of the General
Agent to the Company or to any affiliate of the Company and any advances
heretofore or hereafter made by the Company or by an affiliate to the
General Agent
Any such indebtedness may be debited to your account or you may be required
to repay such amount immediately. In the event we are required to pursue
formal collection procedures in order to collect any indebtedness under the
terms of this AGREEMENT, you agree to be responsible for any expense
incurred by us, be it the fee of a collection agent, attorney, or other
costs, including court costs.
9. RELATIONSHIP
You shall be deemed to be an independent contractor and nothing contained
in this AGREEMENT shall be deemed to make you, your Agents, Brokers or any
of your employees an employee of ours. You shall be free to exercise your
own judgement and discretion as to the persons you recommend for
appointment as Agents, as to the persons from whom you solicit
applications, as to the time and place of solicitation, and as to the
methods by which the desired results are to be obtained; but we may, from
time to time, prescribe rules with respect to conduct of the business,
which you agree to observe.
10. COMPANY MATERIALS
Any manuals, guides, books, tapes, programs, and any other materials
relating to the Company or our products and information contained in them,
whether developed by us and delivered to you from time to time or developed
by you with our approval as provided in this AGREEMENT, shall remain the
sole and exclusive property of the Company; and shall be used solely in
the solicitation of applications for policies and contracts covered by
this AGREEMENT; and may not be reduced, disclosed, distributed or otherwise
divulged in any way without the prior written approval of an authorized
officer of the Company.
11. ASSIGNMENT
No actual or purported assignment of this AGREEMENT or any commissions
accruing under it or any interest in it shall be honored until a copy has
been submitted to us and acknowledged by an authorized officer. In
acknowledging any such assignment, the Company will not assume any
responsibility for the validity or sufficiency of it. Any assignment shall
be subject to any indebtedness of yours, or any of your Agents or Brokers
owed to us then or later.
12. WAIVER
The forbearance or neglect of the Company to insist upon the performance of
any terms of this AGREEMENT at any time or under any circumstances shall
not constitute a waiver unless so agreed by you and an authorized officer
of the Company in writing.
13. CONSTRUCTION
A. To the extend this AGREEMENT may be in conflict with any applicable law
or regulation, the AGREEMENT shall be construed in a manner consistent
with such law or regulation.
B. The invalidity or illegality of any provision of this AGREEMENT shall
not be deemed to affect the validity or legality of any other provision
of this AGREEMENT.
C. This AGREEMENT shall be construed in accordance with the laws of the
state of Illinois.
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14. ENTIRE AGREEMENT
As of the last date below, this AGREEMENT, including all existing and
subsequent amendments and materials attached to it, or incorporated by
reference, including, but not limited to, Company rules, regulations, rate
manuals or commission schedules shall constitute the ENTIRE AGREEMENT
between the parties and shall supersede any prior AGREEMENT OR
understanding of whatever nature between the Company and you relating to
the solicitation of the types of products governed by the AGREEMENT. If
any such AGREEMENT is in existence, it is hereby cancelled, except that on
any business already issued, any commissions payable under the prior
AGREEMENT shall, subject to all liens and assignments, continue to be paid
in accordance with the terms of that AGREEMENT. This AGREEMENT in no way
affects any contract or AGREEMENT which you may have with the Company
pertaining to any other forms of insurance and annuities.
15. AMENDMENT
No amendment or waiver of the terms of this AGREEMENT (except as provided
or reserved above) shall be effective unless it is in writing and signed by
both you and by an authorized officer of the Company.
In signing this AGREEMENT, you and the Company agree to comply with its terms
and that it shall be effective on the last date shown below:
GENERAL AGENT
Name of General Agency:
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(A Corporation), (a Partnership organized under the laws of the State of )
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Name of Broker Dealer: (if applicable)
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By: Date:
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Title:
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FOR COMPANY USE ONLY:
FEDERAL XXXXXX LIFE ASSURANCE COMPANY
By: Date:
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Title:
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FIDELITY LIFE ASSOCIATION COMPANY
By: Date:
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Title:
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XXXXXX INVESTORS LIFE INSURANCE COMPANY
By: Date:
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Title:
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ZURICH LIFE INSURANCE COMPANY OF AMERICA
By: Date:
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Title:
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[ZURICH XXXXXX LIFE LOGO]
Zurich Xxxxxx Life GAA (6/96)
1 Xxxxxx Drive 500 (6/00)
Xxxx Xxxxx, Xx 00000-0000
