Exhibit 10.9
AFFILIATION AGREEMENT
This AFFILIATION AGREEMENT ("Agreement") is entered into and made effective
on the date set forth below, between Xxxx Xxxxxx ("Agent"), whose address is
indicated below, and Rushmore Insurance Services, Incorporated and/or, its
affiliates or assigns ("Rushmore"), whose address is 00000 Xxxx Xxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000.
R E C I T A L S
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WHEREAS, Rushmore has entered into various National Marketing Agreements
with Insurance and Investment Companies, and has developed unique and
proprietary concepts, products, systems and agencies for the exclusive benefit
of Rushmore and its agents; and,
WHEREAS, Agent desires, individually and/or through other agents recruited
by Agent, to market insurance and other financial products and services, and to
utilize the concepts and systems provided through Rushmore and/or its
affiliates; and,
WHEREAS, Agent desires to receive loans or advances and is duly indebted to
Rushmore as a result of various Commission Advance, Cash Loan, or Annualization
Agreements which Rushmore may advance or guarantee from time to time at its
discretion (hereinafter referred to as the "Indebtedness"); and,
WHEREAS, In the event the Indebtedness or any portion thereof becomes
unrecoverable, Agent desires to assign any and all insurance commissions,
including first year and renewal, now due or which may become due to Agent from
each and every insurance company with whom the Agent is now licensed or becomes
licensed subsequent to the date of this Agreement (hereinafter referred to as
Companies").
NOW, THEREFORE, in consideration of the mutual benefits to be derived,
Agent and Rushmore agree as follows:
1. RESPONSIBILITY FOR LICENSE AND COMPLIANCE WITH APPLICABLE LAWS. Agent shall
be solely responsible (i) for complying with all state, federal and local laws
applicable and (ii) for obtaining any permits or licenses required under
applicable state, federal and local laws necessary to become affiliated with
Rushmore and to receive a fee for soliciting insurance or other financial
products. Agent agrees to promptly furnish to Rushmore a copy of such license(s)
prior to commencement of Agent's solicitation of any customer; and Agent agrees
to maintain and keep current such license(s) and to promptly notify Rushmore of
any changes in the licensing requirements applicable to Agent.
2. COMPLIANCE. Agent agrees to comply fully with all program guidelines, and
other policies, procedures and criteria established from time to time by
Rushmore or Companies. Further, Agent agrees to use only solicitation or other
materials approved by Rushmore or Companies and shall use no other solicitation,
advertising or similar materials when communicating or dealing with potential
customers.
3. USE OF RUSHMORE NAME. Rushmore agrees to permit Agent the use of the
Rushmore name, Logo, Trademarks, Copyrights, Materials, Systems, Forms, and
other proprietary information. Agent agrees to use all due diligence to protect
the good name and image of Rushmore, to treat all such information
confidentially, and not to disclose or distribute such information by any means
to unauthorized third parties.
4. CONFIDENTIAL INFORMATION. Agent acknowledges that the concepts, products,
systems and other materials provided to Agent by Rushmore are the sole property
of Rushmore, and Agent agrees not to use any such materials, directly or
indirectly, for any purpose whatsoever during the term of this Agreement, other
than the solicitation and referral of customers, and further agrees not to use
such materials, directly or indirectly, in any manner whatsoever after the
termination of this Agreement. With the exception of his or her own downline
agents, Agent agrees not to solicit or recruit, for any purpose, other agents
within Rushmore and to treat such agents as confidential and proprietary.
5. SUBMISSION OF APPLICATIONS. Agent hereby covenants and agrees not to submit
any application for a customer to replace a policy of insurance issued by a
company represented by Rushmore, and not to submit any application which Agent
knows or should have known to contain false, fraudulent or misleading
information.
6. FEES TO AGENT. Agent shall be paid a commission in connection with the sale
of various products in accordance with the commission and override schedule in
effect. Agent acknowledges receipt of same for each company represented and
agrees to the commission, override and Advance Agreement currently in effect.
Rushmore may at any time change or amend the commission, override or advance
schedule.
7. MANAGEMENT RESPONSIBILITY. Agent agrees to supervise and oversee the
activities of all downline agents, if any, for and in consideration of the
various management, generational or bonus overrides received; including but not
limited to, marketing and sales support, administrative support, training,
compliance, education, dissemination of bulletins, etc. from Rushmore or
Companies regarding policies and procedures, etc. Agent understands and agrees
that Agent is responsible for all downline debit balances and quality of
business and agrees to use all due diligence in recruiting, managing and
motivating downline agents.
8. SETOFF. If Agent has any indebtedness to Rushmore at any time, either as a
result of Agent's indemnification hereunder or under any other provision of this
Agreement or any provision of any other agreement with Companies or other
arrangement between Agent and Rushmore; Rushmore may setoff such indebtedness
against obligations of Rushmore to Agent under this Agreement.
9. ASSIGNMENT TO OFFSET INDEBTEDNESS. In the event any of the Indebtedness
remains unrecoverable after such setoff, Agent does hereby irrevocably assign,
transfer and set over to Rushmore all the Agent's right, title and interest in
and to any and all commissions now due or which may hereafter become due to
Agent from Companies due to any indebtedness to Rushmore. Commissions assigned
hereunder are those commissions payable to Agent pursuant to the terms of any
and all Commission Agreements for Agents or Brokers entered into by Agent and
Companies. Commissions shall also include any and all moneys to be received by
Agent from Companies as a result of Agent's insurance activities for and on
behalf of Companies.
10. APPOINTMENT OF RUSHMORE. Agent hereby constitutes and appoints Rushmore its
true, lawful and irrevocable attorney-in-fact to demand, receive and enforce
payments and to give receipts, releases, satisfactions for and to xxx for all
sums payable to Agent from Companies, and this may be done either in the name of
Agent or in the name of Rushmore with the same force and effect as the Agent
could do if this Agreement had not been made. Any and all sums of money subject
to this Agreement which may be received by Agent to which Rushmore is entitled,
will be received by Agent as trustee for Rushmore. This assignment shall be
effective from the date of this Agreement and shall remain in effect until all
the Indebtedness referred to herein is extinguished.
11. CREDITING COMMISSIONS. All sums of money received by Rushmore pursuant to
this Agreement shall be credited by Rushmore against any Indebtedness. Any funds
received by Rushmore from Companies in excess of the Indebtedness outstanding as
of the date of receipt of such funds will become the property of Agent.
Companies are not a party to this Agreement. Their only obligation upon their
acceptance of a copy hereof, will be the payment to Rushmore of any and all
commissions now due or hereafter to become due to Agent.
12. NO PRIOR LIENS. Agent represents, warrants and agrees that no prior
assignment, security interest or lien, other than as contained herein has been
created or exists with respect to the commission payable, under any Commission
Agreement described above; and Agent will not create or suffer to exist any such
assignment, security interest or lien, other than this Agreement.
13. INDEMNIFICATION. Agent hereby agrees to indemnify and hold Rushmore
harmless from all damages, losses, costs and expenses, including reasonable
attorneys' fees, which Rushmore may sustain as result of Agent's negligence,
intentional tort, or breach of any representation, covenant, agreement or
warranty contained herein.
14. INDEPENDENT CONTRACTORS. In performing Agent's responsibilities under this
Agreement, Agent is an independent contractor paying his or her own expenses and
all taxes as a self-employed person. This Agreement does not create, and shall
not be construed to create, a relationship of partner or joint venture or an
association for profit or an employer/employee relationship between Rushmore and
Agent.
15. SURVIVAL. Each of the representations and warranties set forth in this
Agreement shall survive the execution, delivery and termination of this
Agreement.
16. TERMINATION. This agreement may be terminated by Rushmore for cause or for
lack of production upon written notice to Agent. This Agreement may be
terminated by Agent for any reason upon 30 days written notice to Rushmore.
17. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Texas. Venue for any dispute arising
from this Agreement shall be set in Dallas County, Texas.
I8. ENTIRE AGREEMENT. This Agreement represents the entire agreement between
Agent and Rushmore relating to the subject matter hereof and may not be amended,
other than provided in Paragraph 6, except by written instrument executed by
both parties. This Agreement and all rights and liabilities hereunder shall
inure to the benefit of Agent and Rushmore and its successors and assigns, and
shall be binding on the heirs, administrators, successors and assigns of each
party.
EXECUTED to be effective as of this 10th day of Dec., 1997.
AGENT INFORMATION AGENT
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(please print clearly)
XXXX [SIGNATURE ILLEGIBLE]
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First Name MI Signature
XXXXXX
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Last Name
000 XXXX XXXX XX XXXXXXXX
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Mailing - Street Address
XXXXXXXXXX XX 00000 By: /s/ Xxxxxxxxx X. Xxxxxx
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City State Zip
000 000 0000
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Business Phone
SAME
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Fax#
00000 0000
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Social Security Number
/s/ Xxxxx Xxxxxxx
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Upline Managing General Agent
