AMENDMENT NO.8 TO PARTICIPATION AGREEMENT
AMENDMENT NO.8 TO PARTICIPATION AGREEMENT
Transamerica Financial Life Insurance Company (formerly, AUSA Life Insurance
Company, Inc.), Variable Insurance Products Fund, Variable Insurance Products Fund V, and
Fidelity Distributors Corporation hereby amend the Participation Agreement ("Agreement")
dated August 31, 2000 by doing the following:
1. A new Article XIII. is hereby added to the Agreement as follows:
Article XIII. Confidentiality
13.1. Confidentiality. For purposes of this Agreement, "Proprietary
Information" shall be defined as any confidential or proprietary information of
you or us (each a "Party" and collectively the "Parties") or their respective
affiliates provided to the other party during the term of this Agreement, including,
but not limited to confidential customer lists, information relating to customer
accounts, and other proprietary and confidential information related to a Party's
business or customers, or owned by a Party's customers; provided, however, that
nothing in this paragraph or otherwise shall be deemed to prohibit or restrict
either Party or their affiliates in any way from soliciting any product or service
directed at, without limitation, the general public, any segment thereof or any
specific individual provided such solicitation is not based upon any such
Proprietary Information. The term "Proprietary Information" shall not include (i)
information lawfully in the possession of a Party or its affiliates prior to its receipt
from the other Party and without obligation of confidentiality; (ii) information
which, without any fault of the other Party, is or becomes available in the public
domain; (iii) information subsequently disclosed on a non-confidential basis by a
third party not known by the disclosing Party as having a confidential relationship
with the Parties and which rightfully acquired such information; (iv) information
that is independently developed by a Party; (v) information communicated with
the express written consent of the other Party, or (vi) information legally
requested or required to be disclosed pursuant to a competent judicial order or
other legal, administrative or regulatory process.
Neither Party gains any ownership of the other Party's Proprietary Information
hereunder and each Party agrees that any Proprietary Information provided to it
by the other Party shall at all times remain the sole property of the other Party.
Each Party acknowledges that the Proprietary Information of the other Party is
valuable and must be kept confidential. Each party shall hold the Proprietary
Information of the other Party confidential and shall limit access to such
Proprietary Information to its employees and agents whose use of such
Proprietary Information is necessary for the conduct of its business. Each Party
shall take commercially reasonable steps to prevent unauthorized disclosure or
use of the Proprietary Information of the other Party.
Each Party acknowledges that either Party delivering confidential customer
information may be subject to certain laws and regulations regarding the privacy
and protection of consumer information, and that any receipt or use of
confidential customer information by either Party may also be subject to
compliance with such state and federal laws and regulations, including, if
applicable the laws and regulations of the Commonwealth of Massachusetts.
The provisions found in this Article XIII. on Confidential Information will
survive any expiration or termination of the Agreement.
2. Schedule A of the Agreement is hereby deleted in its entirety and replaced
with the Amended Schedule A attached hereto.
3. This Amendment may be signed in counterparts.
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized signatures,
intending that this Amendment be effective as of the 1st day of May, 2011.
TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
By: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND V
By: /s/Xxxxx Xxxxxxxx
Name: Xxxxx Merhrmann
Title: Deputy Treasurer
FIDELITY DISTRIBUTORS CORPORATION
By: /s/Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: SVP
SCHEDULE A
Separate Accounts and Associated Contracts
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Name of Separate Account and
Date Established by Board of Directors
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Products
Funded by Separate Account
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(est. October 24, 1994)
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TFLIC Financial
Freedom Builder
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|
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TFLIC Freedom Elite Builder
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||
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Separate Account VA BNY
(est. September 27, 1994
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Transamerica Landmark sm NY Variable Annuity under the marketing name: "Transamerica Landmark sm Select NY"
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TFLIC Series Annuity Account
(est. March 20, 2001)
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TFLIC Freedom Premier sm
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TR-Fidelity VIP II
Contrafund® Portfolio
(est. July 1, 2001)
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Form Number: TA-AP-2001-CONT
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|
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TFLIC Separate Account VNY
(est. December 14, 2004)
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Advisor's Edge® NY Variable Annuity
|
|
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TFLIC Separate Account C
(est. November 4, 1994)
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Marquee sm Variable Annuity
|
|
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Separate Account VA WNY
(est. August 31, 2004)
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Flexible Premium Variable Annuity- H under the
marketing name: "Transamerica Liberty sm NY
Variable Annuity"
|
|
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Separate Account VA YNY
(est. September 13, 2007)
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Flexible Premium Variable Annuity- N under the
marketing name: "Transamerica Axiom sm NY Variable
Annuity"
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|
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Separate Account VA PP
(est. March 29, 2011)
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Flexible Premium Variable Annuity - R
Under the marketing name: "Transamerica Advisor
Elite sm Variable Annuity (NY)"
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