EXHIBIT (3)(b)
SELLING GROUP AGREEMENT BY AND AMONG
AMERICAN GENERAL, EQUITY SERVICES CORPORATION, AMERICAN
INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK, AND
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This Selling Group Agreement ("Agreement") is made by and among AMERICAN GENERAL
EQUITY SERVICES CORPORATION ("AGESC") a Delaware corporation, AMERICAN
INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK ("AI Life"), a Delaware
domiciled life insurance company, ______________ ("Selling Group Member"), a
______ corporation and ______________ ("Associated Agency"), a _____
corporation.
RECITALS
WHEREAS, AI Life is a wholly-owned subsidiary of AMERICAN INTERNATIONAL GROUP,
INC. ("AIG"), a Delaware corporation;
WHEREAS, AGESC is an indirect, wholly-owned subsidiary of AIG;
WHEREAS, AI Life and AGESC are affiliates under the ultimate common control of
AIG pursuant to the insurance laws of the State of Delaware;
WHEREAS, AI Life and AGESC are parties to a Distribution Agreement whereby AI
Life has granted AGESC a non-exclusive right to promote the sale of AI Life
products set forth in Schedule A;
WHEREAS, the Distribution Agreement described herein is in compliance with any
filing requirements of the Delaware Insurance Department;
WHEREAS, Selling Group Member and the Associated Agency are affiliates of each
other and neither is an affiliate of AI Life or AGESC;
WHEREAS, AGESC, AI Life, Selling Group Member and the Associated Agency wish to
enter into this Agreement for the purpose of providing for the distribution of
certain AI Life variable life insurance policies and/or annuity contracts;
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:
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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.
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AGESC is a registered broker-dealer and distributor of the variable life
insurance policies and/or annuity contracts or certificates set forth in
Schedule A.
AI Life is a Delaware licensed life insurance company issuing the variable
products set forth on Schedule A and any successor or additional products
approved by the Delaware Insurance Department (as discussed in Paragraph c
of this section entitled "NEW PRODUCTS") and shall be collectively referred
to herein as the "Contracts." The Contracts are either registered with the
Securities and Exchange Commission (the "SEC"), which Contracts are
hereinafter referred to as "Registered Contracts", or exempt from
registration under the Securities Act of 1933 ("1933 Act"), which Contracts
are referred to as "Private Placement 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 National Association of Securities Dealers, Inc. ("NASD"), unless
Selling Group Member is exempt from the broker-dealer registration
requirements of the 1934 Act.
Selling Group Member has NASD registered representatives who will
distribute the Contracts.
The Associated Agency is a licensed insurance agency and will be appointed
by AI Life as an agent of AI Life as required by any state Insurance
Department. The relationship between the Associated Agency and AI Life is
that of an independent contractor.
The NASD registered representatives affiliated with Selling Group Member
are also appropriately licensed insurance agents of the Associated Agency
and will be appointed by AI Life as agents of AI Life with any appropriate
Insurance Department ("Sales Persons"). The relationship between the Sales
Persons and Selling Group Member and the Sales Persons and AI Life is that
of independent contractor.
AGESC hereby appoints Selling Group Member and the Sales Persons to solicit
and procure applications for the Contracts.
The appointment by AGESC of Selling Group Member and the Sales Persons and
the appointment by AI Life of the Associated Agency and the Sales Persons
for the sale of these
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Contracts is not to be deemed exclusive in any manner and only extends to
sales of the Contracts where appropriately made.
(b) Responsibilities Of The Parties/Compliance.
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(i) SELLING GROUP MEMBER/SALES PERSONS.
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Selling Group Member shall be responsible for the sales activities of
the Sales Persons and shall exercise supervisory oversight over the
Associated Agency 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 thereunder, in compliance with
federal and state securities laws and shall supervise the Associated
Agency and the Sales Persons in determining client suitability.
Selling Group Member shall hold AI Life and AGESC harmless from any
financial claim resulting from improper suitability decisions or
failure to supervise the Associated Agency and the Sales Persons in
accordance with federal securities laws and NASD regulation.
Selling Group Member will fully comply with the requirements of the
NASD and of the 1934 Act and such other applicable federal and state
securities 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 AGESC or AI Life, Selling
Group Member will furnish appropriate records as are necessary to
establish diligent supervision and client suitability.
Selling Group Member shall incur all costs associated with
registering and complying with the various rules of the SEC and the
NASD 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 AI Life, AGESC, Selling Group
Member and the Associated Agency 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 AGESC if its
broker-dealer registration or the registration of any of its Sales
Persons is revoked, suspended or terminated. The Selling Group Member
shall immediately notify AGESC and AI Life if its broker-dealer
registration is revoked, suspended or terminated.
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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
AI Life, the Associated Agency, the Sales Persons and the prospective
purchaser.
The Sales Persons are authorized to collect the first purchase
payment or premium (collectively "Premiums") on the Contracts. The
Sales Persons will in turn remit the entire Premiums to AI Life.
The Sales Persons shall take applications for the Contracts only on
preprinted applications supplied to them and/or the Associated Agency
by AI Life. All completed applications and supporting documents are
the sole property of AI Life and shall be retained by or on behalf of
AI Life in accordance with applicable insurance regulations.
(ii) THE ASSOCIATED AGENCY/SALES PERSONS.
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The Associated Agency is authorized to recommend Sales Persons for
appointment by AI Life to solicit sales of the Contracts. The
Associated Agency 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 AI Life to sell the
Contracts. Associated Agency shall be responsible for all fees
required to obtain and/or maintain any licenses or registrations
required by applicable Insurance Law. Associated Agency will fully
comply with the requirements of all applicable insurance laws and
regulations.
Associated Agency shall fully cooperate in any insurance or
securities regulatory examination, investigation, or proceeding or
any judicial proceeding with respect to AI Life, AGESC, Selling Group
Member and Associated Agency and their respective affiliates, agents
and representatives to the extent that such examination,
investigation, or proceeding arises in connection with the Contracts.
Associated Agency shall immediately notify AGESC if its insurance
license or the license of any of its Sales Persons is revoked,
suspended, or terminated.
The Sales Persons shall complete any required Replacement Form or
comparable forms ("Replacement Form") with each application for the
Contracts. The Replacement Form shall be signed by the Sales Persons
and each applicant and the Sales Persons shall leave a copy of the
form with the applicant for his or her records. The Sales Persons
shall attach the completed and signed Replacement Form to each
application for the Contracts. Where the purchase of one of the
Contracts will result in, or is likely to result in, a replacement,
the Sales Persons shall comply in all respects with any applicable
insurance laws and regulations.
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(iii) AI Life.
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AI Life will determine in its sole discretion whether to accept and
issue Contracts submitted to AI Life by the Sales Persons.
AI Life will return any incomplete applications to the Sales Persons.
AI Life will provide the Sales Persons with all policy forms, the
Replacement Forms and any other regulatory forms required to be
completed in connection with the Contracts.
AI Life will inform the Associated Agency, the Sales Persons and
Selling Group Member regarding any limitations on the availability of
the Contracts.
AI Life warrants, represents and covenants that the prospectus(es)
and registration statement(s) relating to the Registered Contracts,
all memoranda, including amendments and supplements thereto,
describing the Private Placement Products (the "Private Placement
Memorandum") and all sales materials approved by AI Life with respect
to the Contracts , contain no untrue statements of material fact or
omission of a material fact, the omission of which makes any
statement contained therein materially false or misleading. AI Life
agrees to indemnify and hold harmless Associated Agency and Selling
Group Member from and against any claims, liabilities and expenses
which may be incurred by any of those parties under the Securities
1933 Act, the 1934 Act, the Investment Act of 1940 (the "1940 Act")
common law, or otherwise, that arise out of a breach of this
paragraph. Nothing in this Agreement shall be deemed to imply that
any materials inappropriate for use in connection with a private
placement of a security may be used in connection with the offerings
and transactions contemplated in this Agreement.
AI Life shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any judicial
proceeding with respect to AI Life, AGESC, Selling Group Member
and/or the Associated Agency and their respective affiliates, agents
and representatives to the extent that such examination,
investigation, or proceedings arise in connection with the Contracts.
(iv) AGESC.
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AGESC is authorized by AI Life to offer the Contracts to Selling
Group Member for sale by the Sales Persons through the Distribution
Agreement described herein.
AGESC shall fully cooperate in any insurance or securities regulatory
examination, investigation, or proceeding or any judicial proceeding
with respect to AI Life,
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AGESC, Selling Group Member and/or the Associated Agency and their
respective affiliates, agents and representatives to the extent that
such examination, investigation, or proceedings arise in connection
with the Contracts. AGESC shall immediately notify Selling Group
Member and the Associated Agency if its broker-dealer registration is
revoked, suspended or terminated.
(c) New Products.
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AI Life and AGESC may propose and AI Life may issue additional or successor
Registered Contracts and/or Private Placement Contracts, in which event
Selling Group Member, the Associated Agency and the Sales Persons will be
informed of the product and its related Commission schedule. If Selling
Group Member and the Associated Agency do not agree to distribute any new
Registered Contract, they must notify AGESC in writing within 10 days of
receipt of the Commission Schedule for such product(s). If Selling Group
Member and the Associated Agency do not indicate disapproval of the new
Registered Product(s) or the terms contained in the related Commission
Schedule, Selling Group Member and the Associated Agency will be deemed to
have thereby agreed to distribute such Registered Product(s), subject to
the other terms and conditions of the Agreement, and agreed to the related
Commission Schedule which shall be attached to and made a part of this
Agreement. In no event will any new Private Placement Contracts be added to
this Agreement without the prior written consent of the Selling Group
Member (signed by a Vice President or more senior officer thereof) and of
the Associated Agency (signed by the President thereof).
(d) Sales Material/Books and Records.
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The Associated Agency, 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 AI Life or unless AI Life has provided prior written
approval for the use of such literature. In accordance with any applicable
insurance laws and regulations, the Associated Agency and/or Selling 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 AI Life and/or AGESC and shall forward such records to
AI Life and AGESC. Additionally, Selling Group Member and/or the Associated
Agency shall make such material available to personnel of state insurance
departments, the NASD or other regulatory agencies, including the SEC,
which may have regulatory authority over AI Life or AGESC. The Associated
Agency and Selling Group Member jointly and severally hold AI Life, AGESC
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 AI Life, or (ii) although previously approved, has been disapproved by
AI Life in writing for further use.
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Selling Group Member will reflect all sales of the Contracts by the
Associated Agency and the Sales Persons on the books and records of Selling
Group Member. Selling Group Member hereby designates the principal place of
business of the Associated Agency as an Office of Supervisory Jurisdiction
of Selling Group Member.
(e) Prospectuses and Private Placement Memorandum.
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Selling Group Member warrants that solicitation for the sale of the
Contracts will be made by use of the most currently effective prospectus or
Private Placement Memorandum as the case may be, furnished by AI Life
and/or AGESC, that a prospectus or Private Placement Memorandum 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 or Private Placement Memorandum. AI Life and AGESC shall
furnish Selling Group Member and the Associated Agency, at no cost to
Selling Group Member or the Associated Agency, reasonable quantities of
prospectuses and Private Placement Memorandum to aid in the solicitation of
Contracts.
2. COMPENSATION.
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AI Life will remit to the Associated Agency all compensation set forth in
Schedule B annexed hereto in compliance with any applicable insurance laws
and regulations. Associated Agency will remit the commissions otherwise due
and payable to Sales Persons to Selling Group Member which, in turn, will
pay the Sales Persons. AI Life will not accept or otherwise honor any
assignment of compensation by the Associated Agency in connection with the
sale of the Contracts, unless such assignment complies with all applicable
insurance laws and regulations.
3. CUSTOMER SERVICE AND COMPLAINTS.
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The Selling Group Member and Associated Agency consent that AI Life and/or
AGESC may contact Contractowners, including utilizing information received
from them, who purchase Contracts through the efforts of the Selling Group
Member and/or the Associated Agency under the auspices of this Agreement,
for purposes of underwriting the Contract, providing servicing for the
Contractowners with respect to the Contract and pursuant to processing any
claims under a Contract. The parties agree to cooperate fully in the
investigation and processing of any complaint associated with the sale of
the Contracts under this Agreement.
4. INDEMNIFICATION.
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Selling Group Member and Associated Agency agree to hold harmless and
indemnify AGESC and AI Life and each of their respective employees,
controlling persons, officers or directors against any losses, expenses
(including reasonable attorneys' fees and court costs), damages or
liabilities to which AGESC and/or AI Life or such affiliates, controlling
persons,
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officers or directors become subject, under the Securities Act of 1933, any
applicable insurance laws or regulations or otherwise, insofar as such
losses, expenses, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any performance, non-performance or breach
of any warranty, representation or covenant of this Agreement by Selling
Group Member, Associated Agency, and/or Sales Persons, or are based upon
any alleged or untrue statement of Selling Group Member, Associated Agency
or Sales Person other than statements contained in the AI Life approved
sales material for any Contract, or in the registration statement or
prospectus or Private Placement Memorandum for any Contract.
AI Life hereby agrees to indemnify and hold harmless Selling Group Member
and Associated Agency and each of their respective 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 and/or the Associated Agency or such affiliates,
controlling persons, officers or directors become subject, under the 1933
Act, the 1934 Act, the 1940 Act, any applicable insurance laws or
regulations or otherwise, insofar as such losses, expenses, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any AI Life's performance, non-performance or breach by AI Life or AGESC of
any warranty, representation or covenant of this Agreement, or are based
upon any untrue statement contained in, or material omission from, the
prospectus, the registration statement, Private Placement Memoranda and/or
the approved sales materials for any of the Contracts.
5. FIDELITY BOND.
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The Associated Agency represents that all directors, officers, employees
and Sales Persons of the Associated Agency licensed pursuant to this
Agreement or who have access to funds of AI Life are and will continue to
be covered by a blanket fidelity bond including coverage for larceny,
embezzlement and other defalcation, issued by a reputable bonding company.
This bond shall be maintained at the Associated Agency's expense.
Such bond shall be at least equivalent to the minimal coverage required
under the NASD Rules of Fair Practice, and endorsed to extend coverage to
life insurance and annuity transactions. The Associated Agency acknowledges
that AI Life may require evidence that such coverage is in force and the
Associated Agency shall promptly give notice to AI Life of any notice of
cancellation or change of coverage.
The Associated Agency assigns any proceeds received from the fidelity bond
company to AI Life to the extent of AI Life's loss due to activities
covered by the bond. If there is any deficiency, the Associated Agency will
promptly pay AI Life that amount on demand. The Associated Agency
indemnifies and holds harmless AI Life from any deficiency and from the
cost of collection.
6. LIMITATIONS ON AUTHORITY.
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The Contract forms are the sole property of AI Life. No person other than
AI Life has the authority to make, alter or discharge any policy, Contract,
certificate, supplemental contract or form issued by AI Life. No party has
the right to waive any provision with respect to any Contract or policy;
give or offer to give, on behalf of AI Life, any tax or legal advice
related to the purchase of a Contract or policy, or make any settlement of
any claim or bind AI Life 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 AI Life.
7. ARBITRATION.
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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 NASD. Arbitration may be initiated by serving or
mailing a written notice.
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 New York. 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 New
York.
8. CONFIDENTIALITY AND PROTECTION OF NONPUBLIC PERSONAL INFORMATION.
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(A) Confidentiality.
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"Confidential Information" of a party shall mean all confidential or
proprietary information, including trade secrets, expressions, ideas,
business practices and Sales Persons of such party in any medium, as
well as the terms of this Agreement, but shall not include NPI (as
defined below) which is subject to separate provisions of this
Agreement. For purposes of this Agreement and unless otherwise
indicated, reference to each party shall include their affiliates,
agents and contractors. All Confidential Information relating to a
party shall be held in confidence by the other party to the same
extent and in at least the same manner as such party protects its own
confidential or proprietary information, but in no case to a lesser
extent than reasonable care under the circumstances requires. No party
shall disclose, publish, release, transfer or otherwise make available
Confidential Information of any other party in any form to, or for the
use or benefit of, any person or entity without the other parties'
consent. Each party shall, however, be permitted to disclose relevant
aspects of the other parties' Confidential Information to its
officers, agents,
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subcontractors and employees to the extent that such disclosure is
reasonably necessary for the performance of its duties and obligations
under this Agreement; provided, however, that such party shall take
all reasonable measures to ensure that Confidential Information of the
other party or parties is not disclosed or duplicated in contravention
of the provisions of this Agreement by such officers, agents,
subcontractors and employees.
The obligations herein shall not restrict any disclosure by any party
to (a) any governmental and "quasi-governmental" authority having
jurisdiction over such party, pursuant to any applicable state or
federal laws, or (b) by order of any court or government agency
(provided that the disclosing party shall give prompt notice to the
non-disclosing party or parties of such order) and (c) shall not apply
with respect to Confidential Information which (1) is developed by the
other party independently of the Confidential Information of the
disclosing party without violating the disclosing party's proprietary
rights, (2) is or becomes publicly known (other than through
unauthorized disclosure), (3) is disclosed by the owner of such
information to a third party free of any obligation of
confidentiality, (4) is already known by such party without an
obligation of confidentiality other than pursuant to this Agreement or
any confidentiality agreements entered into before the effective date
of this Agreement, or (5) is rightfully received by a party free of
any obligation of confidentiality.
(B) Protection of Nonpublic Personal Information.
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(1) Definition of Nonpublic Personal Information.
--------------------------------------------
Nonpublic personal information of customers or consumers ("NPI")
includes, but is not limited to, names, addresses, account
balances, account numbers, account activity, social security
numbers, taxpayer identification numbers, and sensitive,
financial and health information. NPI includes information on
each party's forms or in a database of any kind, information
created by each party, information collected by or on behalf of a
party, and personally identifiable information derived from NPI.
There may be instances where each party will have the same NPI
that may be subject to different privacy policies and procedures
according to the notices provided to the customer or consumer by
the respective parties to the Agreement.
(2) Disclosure and Use of NPI.
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All NPI that any party obtains as a result of this relationship
shall not be used, disclosed, reused or redisclosed to any third
party, except to carry out the purposes for which the information
was disclosed or as otherwise permitted or required by law. All
NPI of the other parties shall be held in confidence to
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the same extent and in at least the same manner as the holding
party protects its own NPI, but in no case in a lesser manner
than a reasonable degree of care under the circumstances.
Each party shall be permitted to disclose relevant aspects of the
other parties' NPI to its officers, agents, subcontractors and
employees only to the extent that such disclosure is reasonably
necessary for the performance of its duties and obligations under
the Agreement; provided that such party shall take all reasonable
measures to ensure that the NPI of the other party or parties is
not disclosed or reproduced in contravention of the provisions of
this Agreement by such party's officers, agents, subcontractors
and employees.
The obligations of this Agreement shall not restrict any
disclosure by any party (a) to any governmental or "quasi'
governmental" authority having jurisdiction thereon, pursuant to
any applicable state or federal laws, or (b) by request or order
of any court or government agency (provided that the disclosing
party shall seek appropriate protections and provide prompt
notice to the non-disclosing party or parties of such order that
any other party will have a reasonable opportunity to oppose the
disclosure, request or order).
The obligations of this Agreement shall not apply to information
which, without breach of obligation of confidentiality: (1) is
independently developed by a party; (2) is or becomes publicly
known; (3) is already known by such party as evidenced by the
written records of such party; or (4) is obtained from an
independent source.
(3) Security of NPI.
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The parties further agree to establish and maintain policies and
procedures reasonably designed to ensure the confidentiality and
security of NPI. This shall include procedures to protect against
any anticipated threats or hazards to the security or integrity
of the information and unauthorized access to or use of the
information. For reasonable cause, each party may audit the use
or disclosure of NPI upon reasonable written notice to the other
party. Each party will promptly advise the other parties of any
breach of obligations of this Agreement with respect to NPI of
which the breaching party is aware.
(4) Other Provisions.
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The parties agree that they shall abide by the provisions of the
Xxxxx-Xxxxx-Xxxxxx Act and other applicable privacy laws and
regulations and that the obligations described herein shall
continue after termination of this Agreement. Any provision in
this Agreement or any agreement that is inconsistent with the
obligations herein shall be void.
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This Agreement comprises the entire agreement among the parties
concerning NPI. There are no oral or implied promises or other
obligations concerning said subject matter that have not been set
forth herein. This Agreement may not be modified without a
written agreement executed by all parties.
9. ANTI-MONEY LAUNDERING COMPLIANCE.
--------------------------------
Selling Group Member has established and implemented policies and
procedures reasonably designed to discharge its obligations pursuant to
applicable federal laws and regulations regarding money laundering,
including applicable provisions of U.S. Public Law 107-56, the USA Patriot
Act and specifically the regulations of the U.S. Department of the Treasury
adopted pursuant to Section 352 of the USA Patriot Act, other applicable
regulations of the U.S. Department of the Treasury, and the Executive
Orders related to the U.S. Department of the Treasury's Office of Foreign
Assets Control ("OFAC"). Without limitation, the policies and procedures
are designed to reasonably assure:
(A) That Selling Group Member reasonably believes and believes in fact
that all evidence of identity of a purchaser of a Contract furnished
in connection with an application for the purchase of such Contract is
genuine.
(B) That Selling Group Member reasonably believes and believes in fact
that no premium funds tendered for the purchase of a Contract directly
or indirectly are derived from activities that may contravene U.S.
federal, state or international laws or regulations.
(C) That Selling Group Member reasonably believes and believes in fact
that no applicant for a Contract ("Applicant"), nor any person
controlling, controlled by or under common control with an Applicant,
or a person for whom such Applicant is acting as agent or nominee in
connection with the acquisition of such Contract, or who will have a
beneficial interest in such Contract, is:
(1) a country, territory, organization or person or entity named on
the List of Specially Designated Nationals and Blocked Persons
maintained by OFAC, as such list may be amended from time to
time;
(2) a person or entity that resides or has a place of business in a
country or territory named on an OFAC list, or that is designated
as a Non-Cooperative Jurisdiction by the Financial Action Task
Force on Money Laundering, or whose premium funds tendered for
the acquisition of such Contract are transferred from or through
any such country or territory;
(3) a "foreign shell bank" as such term is described in 31 U.S.C.
Section 5318(j) and U.S. Department of the Treasury regulations
thereunder;
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(4) a person or entity that resides in or is organized under the laws
of a jurisdiction designated by the Secretary of the Treasury
pursuant to 31 U.S.C. Section 5318A as a "jurisdiction of primary
money laundering concern;" or,
(5) a "senior foreign political figure," or a "family member" or
"close associate" of such a senior foreign political figure
within the meaning of the Guidance on Enhanced Scrutiny for
Transactions that May Involve the Proceeds of Foreign Official
Corruption issued by the U.S. Department of the Treasury or, if
Selling Group Member has determined that an applicant or such
other person is a "senior foreign political figure," or a "family
member" or "close associate" of a senior foreign political
figure, the broker dealer has diligently scrutinized the proposed
purchase of the Contract by or for the benefit of such person.
10. GENERAL PROVISIONS.
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(a) Waiver.
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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 Assignment.
----------------------
No assignment of this Agreement or of commissions or other payments
under this Agreement shall be valid without prior written consent of
AI Life. Furthermore, except as provided below, this Agreement and any
rights pursuant hereto shall be assignable only upon the written
consent of all of the parties hereto. Except as and to the extent
specifically provided in this Agreement, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than
the parties hereto, or their respective legal successors, any rights,
remedies, obligations, or liabilities, or to relieve any person other
than the parties hereto or their respective legal successors, from any
obligations or liabilities that would otherwise be applicable.
(c) Notice.
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All notices, statements or requests provided for hereunder shall be
deemed to have been duly given when delivered by hand to an officer of
the other party, or when deposited with the U.S. Postal Service, via
first-class certified or registered mail, with postage pre-paid, or
when delivered by overnight courier service, telex or telecopier,
addressed as follows:
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If to AI Life:
American International Life Assurance Company of
New York
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Copy to:
American General Life Companies, LLC
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
If to Selling Group Member:
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Attention:_______________________
If to AGESC:
American General Equity Services Corporation
#0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Attention: President
If to the Associated Agency:
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Attention:_______________________
or to such other persons or places as each party may from time to time
designate by written notice.
(d) Severability.
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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 provision of this Agreement shall not be deemed to affect the
validity or legality of any other provision of this Agreement.
Page 14 of 16
(e) Amendment.
---------
This Agreement may be amended only in writing and signed by all
parties. No amendment will impair the right to receive commissions
accrued with respect to Contracts issued and applications procured
prior to the amendment.
(f) 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 between the parties in respect to the
transactions contemplated hereby and supersedes all prior agreements,
arrangements and understandings related to the subject matter hereof.
(g) Termination.
-----------
This Agreement may be terminated by any party upon 30 days' prior
written notice. It may be terminated, for cause, defined as a material
breach of this Agreement, by any party immediately. Termination of
this Agreement shall not impair the right to receive commissions
accrued to applications procured prior to the termination except for a
termination due to cause, or as otherwise specifically provided in
Schedule B.
(h) Governing Law.
-------------
This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York applicable
to contracts made and to be performed in that state, without regard to
principles of conflict of laws.
By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement.
Date:
---------------------
Selling Group Member
Address:
----------------------------------------
----------------------------------------
Signature:
----------------------------------------
Name & Title:
----------------------------------------
Page 15 of 16
American International Life Assurance Company of New York
Address:
----------------------------------------
----------------------------------------
Signature:
----------------------------------------
Name & Title:
----------------------------------------
The Associated Agency
Address:
----------------------------------------
----------------------------------------
Signature:
----------------------------------------
Name & Title:
----------------------------------------
American General Equity Services Corporation
#0 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Signature:
----------------------------------------
Name & Title:
----------------------------------------
Page 16 of 16
