AGREEMENT
Lincoln National Life Insurance Co.
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Effective__________________________________ 19___ The Lincoln National Life
Insurance Company, member NASD and/or Lincoln Financial Advisors Corp. (LFA)
member, NASD (hereinafter "Lincoln National") appoints
_______________________________ (NAME OF REPRESENTATIVE OR ENTITY) of (or
incorporated under the laws of________________________________(CITY, STATE OR
STATE) as a BROKER and/or REGISTERED REPRESENTATIVE and/or CORPORATE INSURANCE
BROKER and/or BROKERLDEALER (hereinafter "REPRESENTATIVE").
1. DEFINITIONS
a. BROKER. An individual appropriately licensed and appointed to sell the
fixed insurance products or non-registered variable products described
herein;
b. REGISTERED REPRESENTATIVE: An individual who, as a result of passing the
appropriate examinations of the National Association of Securities Dealers
(NASD) or other appropriate self-regulatory organizations (SRO), and also
appropriately licensed and appointed to sell insurance products may sell
the insurance products described herein;
c. CORPORATE INSURANCE BROKER. A corporation appropriately licensed to sell
the fixed insurance products or non registered variable products described
herein;
d. BROKER/XXXXXX. An individual, partnership, corporation or other legal
entity admitted to membership in the National Association of Securities
Dealers (NASD) and appropriately licensed and/or appointed to sell the
insurance products described herein; or an organization such as a bank,
which pursuant to statutory or regulatory authority, may act as a
broker/dealer without being a member of the NASD, but is appropriately
licensed and appointed to sell the insurance products as described herein.
2. LIMITATIONS ON APPOINTMENT ("NASD"). The REPRESENTATIVE IS authorized to
solicit applications for those contracts named in the compensation schedules
attached to this agreement only while properly licensed by and/or registered
with the appropriate governmental agency or authority for that specific type of
product. All fees for such licensing shall be borne by the REPRESENTATIVE along
with any administrative charges associated with such licensing.
a. Notwithstanding the above paragraph, the representative is NOT authorized
to sell contracts to (check applicable): El Sec. 403(b) periodic tax
sheltered annuity plan participants; El Section 457 plans
b. Solicitation and/or servicing is limited to the following duly licensed and
appointed agents of REPRESENTATIVE and/or territory (COMPLETE ONLY IF
APPLICABLE)
c. If the REPRESENTATIVE IS not authorized under paragraph 2(a) such
authorization may be given by Lincoln National in writing, at its exclusive
discretion.
d. In no event is the REPRESENTATIVE authorized to offer Lincoln National
contracts in the state of New York.
3. NASD MEMBERSHIP (IF APPLICABLE)
Each party to this agreement, if acting as a broker/dealer, represents that it
is a member of the National Association of Securities Dealers, Inc. Each party
further agrees to comply with all applicable state and federal laws, rules, and
regulations. Broker/dealer's expulsion from the NASD shall automatically
terminate this agreement without notice. Broker/dealer's suspension will
terminate this agreement immediately upon written or oral notice from Lincoln
National received by broker/dealer.
LINCOLN NATIONAL LIFE INSURANCE CO. IS A PART OF
LINCOLN NATIONAL CORP. PAGE 1 OF 4
4. LIMITATIONS OF AUTHORITY SERVICE
The representative has no authority to incur any obligations or debts for or on
behalf of Lincoln National without its express written consent; to make, modify,
or discharge any contract on behalf of Lincoln National by any statement,
promise, or representation of transaction; to waive, alter, modify or change any
of the terms, rates, or conditions of the Lincoln National contracts.
5. RELATIONSHIP OF PARTIES
In the performance of all of his/her/its duties under this agreement, the
relationship of the representative to Lincoln National is that of an independent
contractor and none other. Neither party shall be deemed to be an employee or
partner of the other party for any purpose, and nothing herein shall be
construed to create the relationship of master and servant, employer and
employee, or joint venturers between the representative and Lincoln National.
6. COMPENSATION
Upon submission of applicants for Lincoln National contracts by the
representative, or appropriately licensed agents of the representative,
conforming to such rules and procedures for the conduct of the business of
Lincoln National as are now established and as may be reasonably established by
Lincoln National in the future, and upon issuance of contracts by Lincoln
National, the representative shall be entitled, subject to the terms and
conditions of the agreement, to the applicable service fees set forth in the
attached Compensation Schedule(s) or revisions of such Compensation Schedule(s)
and all amendments, changes, and replacements thereof, as may be made at the
exclusive discretion of Lincoln National. These Compensation Schedule(s) are
made a part of this agreement. Revised Compensation Schedules shall apply to
policies issued and service fees earned after the date that said schedules are
adopted by Lincoln National. In the case of any violation of any of the terms of
this agreement, Lincoln National shall be allowed to retain service fees earned
but not yet paid by Lincoln National. Lincoln National has the right to deduct
damages and expenses from such retained commissions. If representative sells in
an unauthorized market, or without pre-approval of Lincoln National where
necessary, such representative forfeits all compensation under this agreement
from such unauthorized sale.
7. EXCLUSIVE RIGHTS OF SOLICITATION AND
a. Where the representative establishes a relationship with an organization
for the purpose of selling Lincoln National contracts, no other entity with
authorization by Lincoln National may approach, solicit, or otherwise
contact such organization for the purpose of selling or servicing Lincoln
National contracts as long as the representative is actively and
effectively selling and servicing Lincoln National contracts, subject to
the terms of section 7(d).
b. The representative may not establish a relationship with an organization
for the purpose of selling or servicing Lincoln National contracts if
another entity with authorization from Lincoln National has already
established such relationship with said employer. Any exceptions to this
must be requested by the representative and reviewed and approved in
writing by an officer of Lincoln National.
c. Notwithstanding anything to the contrary contained in (a) or (b) above, the
parties expressly agree that the representative may represent any other
insurance carriers and offer any other insurance, lines, products, or
business, whether or not such carrier lines, products or business compete
directly or indirectly with Lincoln National.
x. Xxxxxxx National shall be the sole arbitrator in these matters, and
further, reserves the right to withdraw the exclusive rights of any entity,
at the complete discretion of Lincoln National.
8. ADVERTISING AND MARKETING MATERIAL
a. The representative shall cooperate with Lincoln National in preparing
advertising, solicitation brochures, and other marketing materials to be
used by representative to sell Lincoln National contracts. No promotional
and marketing materials shall be used by representative to sell Lincoln
National contracts unless such material has received the prior written
approval of Lincoln National. No promotional and marketing material shall
be disseminated or used in any manner unless Lincoln National's express
written approval has been given hereto.
b. The representative agrees to indemnify and hold Lincoln National harmless
from any liability resulting from the negligent, improper, unauthorized, or
illegal use of sales, marketing, solicitation, or other materials.
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c. Upon termination of this agreement, all records, unused supplies, Lincoln
provided software, and all other materials furnished by Lincoln National in
the representative's possession shall be returned to Lincoln National upon
request.
9. PROSPECTUS (IF APPLICABLE)
a. Lincoln National agrees to deliver to the representative current Lincoln
National prospectuses. The representative agrees to destroy and dispose of
all prior prospectuses immediately upon receipt of the current
prospectuses.
x. Xxxxxxx National shall be liable for all statements contained in the
current prospectus. The representative shall be liable for all statements
made by the representative, his/her/its agents, or employees, if
applicable, which are not contained in the current prospectus.
c. The representative, not Lincoln National, is solely responsible for all
statements, written or oral acts, or representations, whether expressed or
implied, made by his/her/its agents, or employees and is responsible for
notifying his/her/its agents or employees of the terms and conditions of
this agreement.
d. The representative, (unless acting for Lincoln National in its capacity as
a broker/dealer) not Lincoln National, is solely responsible as to the
suitability of sale of the Lincoln National contracts to individual
persons.
e. The representative is solely responsible for performing the Maximum
Exclusion Allowance calculations for any 403b sales.
f. The representative shall immediately notify Lincoln National of any and all
complaints about Lincoln National contracts received by the representative.
10. DEPOSITS
Any deposits received by the representative on behalf of Lincoln National shall
be forwarded promptly, but under no circumstances in more than two (2) business
days, in gross amount, to Lincoln National.
11. INDEMNIFICATION
a. The representative shall be responsible to Lincoln National for the
malicious, intentional, reckless, knowing, or negligent acts or omissions
of his/her/its employees, officers, agents, and sales agreement and shall
indemnify and hold harmless Lincoln National from any claims, demands,
actions, judgements, loss, cost or expense, including attorney fees, court
costs, and punitive damages incurred by Lincoln National by reason of such
acts or omissions.
x. Xxxxxxx National shall be responsible to the representative for the
negligent acts or omissions of its employees, officers, agents, and sales
persons for the business covered under this agreement and shall indemnify
and hold harmless the representative from any claims, demands, actions,
judgements, loss, cost, or expense, including attorney fees and court costs
incurred by the representative which are caused by or arise out of any
negligent acts or omissions of Lincoln National, its employees, officers,
agents, or sales persons.
12. ASSIGNMENTS/MODIFICATIONS
a. Lincoln National and the representative shall make no assignment or
transfer of this agreement or of any benefits or obligations hereunder,
either in whole or in part, without the prior written consent of the other.
Any such assignee or transferee shall be properly licensed, including
pursuant to Section I of this agreement, to perform its function under this
agreement prior to the assignment or transfer. All terms and conditions of
this agreement are applicable to any assignment or transfer. persons for
the business covered under this
b. This agreement may only be modified by written consent of both parties.
This agreement embodies the entire agreement of the parties relative to the
matters with which it deals and is intended to be the entire and exclusive
embodiment thereof. Neither the representative nor Lincoln National shall
be bound by any promise, agreement, understanding, or representation
heretofore or hereafter made relative to the subject matter of this
agreement except a change, revision, or addition to the attached
Compensation Schedule(s) as provided in Section 6, unless the same is made
in writing and signed by an officer of the representative and Lincoln
National which expresses by its terms an intention to modify this
agreement.
13. INDEBTEDNESS OF REPRESENTATIVE
Lincoln National shall have first lien on all service fees and other
compensation payable hereunder for
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any debt due from the representative to Lincoln National or any of its
affiliates, including charges relating to certain cancellations, rejections, or
reissues of contracts, Lincoln National may at this time deduct or set off from
any moneys payable under this agreement, or from any other source, any such debt
or debts at the legal rate. This lien shall not be extinguished by the
termination of the representative's authority. This provision shall not be
construed in any way to limit any indebtedness of the representative to the
value of the service fees and other compensation payable under this agreement.
In the event of the termination of the representative's authority, the unpaid
balance of the representative's indebtedness shall be immediately due and
payable without demand or notice.
14. TERMINATION OF AGREEMENT
The representative or Lincoln National may terminate the representative's
appointment under this agreement, with or without cause, by notice sent by
ordinary mail to the last known address of the other party. Terminations of
appointment as used in this agreement shall mean termination of authority either
through cancellation of the appropriate license or registration as required by
this paragraph or through termination of this entire agreement.
However, Lincoln National reserves the right, rather than to completely
terminate this agreement, to suspend the right of the representative to sell new
business, including taking applications on existing contracts, but still allow
the representative to service existing business. This right shall exist provided
that it does not violate any applicable state or federal law or regulation.
Lincoln National will provide evidence of servicing relationship in writing to
representative. Lincoln National reserves the right to terminate the service
agreement pursuant to the terms of this agreement.
15. FORBEARANCE
Forbearance or neglect of Lincoln National to insist upon performance of this
agreement shall not constitute a waiver of its rights and privileges.
16. CHOICE OF LAW
The representative and Lincoln National expressly agree that in the case of any
disputes arising under this agreement, said agreement shall be construed under
Indiana Law.
SIGNATURES
LINCOLN NATIONAL
Assistant secretary's signature
REPRESENTATIVE
Corporation or broker/dealer
authorized officer's signature
Corporation or broker/dealer
authorized officer's name (print or type)
Tax ID number
INDIVIDUAL
Agent or registered representative's signature
Social Security number
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