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Exhibit (3)(c)
Form of Agreement among New York Life Insurance Company,
NYLIFE Securities Inc., NYLIAC and its agent (and referenced Agent's Contract)
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NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
(A Delaware Corporation)
000 Xxxx Xxxxxx Xxxxx, Xxx Xxxx, X.X. 00000
AGENTS CONTRACT
(Form AC-81)
Agent:
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Address:
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(City) (County) (State)
General Office:
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Effective Date:
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NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (hereinafter the
Corporation) hereby authorizes the Agent, named above, to solicit applications
for individual life insurance policies, individual annuity policies, individual
health policies, group insurance policies, franchise insurance plans and group
annuity policies, all on such plans as are issued by the Corporation at the time
and place such applications are obtained. It is mutually agreed that this
authority to act as a soliciting agent of the Corporation is granted by the
Corporation and accepted by the Agent upon the following limitations, terms,
provisions and conditions:
1. The Agent shall conduct the Agent's business with the Corporation
through the New York Life Insurance Company General Office named above until
further written notice from the Corporation. The Agent shall have no authority
to solicit applications or conduct business in any jurisdiction unless duly
licensed under the laws of such jurisdictions to act as such soliciting agent.
The Agent shall have no exclusive right to solicit applications in any
territory.
2. The Agent shall have no authority for or on behalf of the
Corporation to accept risks of any kind, to make, modify or discharge contracts,
to extend the time for paying any premium. to bind the Corporation by any
statement, promise or representation, to waive forfeitures or any of the
Corporation's rights or requirements, or to place the Corporation under any
legal obligation by any act which is not within the authority granted by the
Corporation in this contract or otherwise is writing.
3. The Agent is authorized to collect first and single premiums on
behalf of the Corporation only as follows:
(a) In connection with each application, including any
supplementary application, obtained by the Agent, the Agent
may collect an amount not exceeding the full first premium for
the policy applied for, or not exceeding the single premium if
a single premium policy is applied for, but only if the Agent
delivers to the applicant in exchange therefor the coupon
receipt attached to the application and corresponding
therewith in date and number, and
(b) If the first full premium is not paid when the application is
taken, the Agent shall collect any unpaid balance of all
premiums due the Corporation as of the delivery date, and
(c) In connection with a change of, or the conversion of, or the
addition of a rider to, an in-force policy, the amount charged
the policyowner by the Corporation for completing the change,
conversion or addition.
Except as authorized above, the Agent shall have no authority to receive or
collect for the Corporation any premiums or other monies due or to become due to
it.
4. All monies received by the Agent for or on behalf of the Corporation
shall be received by the Agent in a fiduciary capacity, and shall not be used
for any personal or other purpose whatsoever but shall be immediately paid over
to the Corporation. When requested by the Corporation to do so, the Agent shall
advise the Corporation, in writing, with respect to the circumstances under
which the Agent delivered any policy and, with respect to any policy given to
the Agent for delivery on which the Corporation has not received any premium,
whether the policy has been delivered or remains in the Agent's possession and
whether the Agent has collected any premium on the policy.
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5. Neither the term "Agent" (used in this contract solely for
convenience in designating one of the parties) nor anything contained in this
contract or in any of the rules or regulations of the Corporate shall be
construed as creating the relationship of employer and employee between the
Corporation and the Agent. Subject to the provisions of this contract and within
the scope of the authority granted by this contract, the Agent, as an
independent contractor, shall be free to exercise the Agents' own discretion and
judgment with respect to the persons from whom the Agent will solicit
applications, and with respect to the time, place, method and manner of
solicitation and of performance under this contract. But the Agent agrees that
the Agent will not engage in conduct which will affect adversely the good
standing or reputation of the Corporation.
6. The Agent agrees to observe and abide by any limitations of the
authority and rules of the Corporation which apply generally to agents of the
Corporation. In addition, unless otherwise specified by the Corporation in
writing, the Corporation adopts the limitations of authority and the rules of
New York Life Insurance Company, including any subsequent changes in or
additions to such limitations and rules which apply generally to agents,
including the rules relating to an agent's right to receive commissions and an
agent's responsibility for the payment of fees, charges, and other payments, and
the Agent agrees to observe and abide by such limitations of authority and rules
as adopted by the Corporation, including any changes in or additions to such
limitations and rules. Any limitations of authority and rules of New York Life
Insurance Company which are contrary to the limitations of authority and rules
of the Corporation will be ineffective and inapplicable and the limitations of
authority and rules of the Corporation will be controlling. But no rule shall be
construed so as to restrict the Agent's right to direct and control the Agent's
work in the performance of this contract.
7. The Agent agrees to reimburse the Corporation for all attorney's
fees, costs, expenses and losses of every kind which the Corporation may at any
time incur or pay on account of any garnishment, attachment or other legal
process or order of any kind which may be served upon the Corporation by reason
of the existence of this, or any other agents contract by and between the
Corporation and the Agent or on account of any assignment applicable to any such
agent's contract.
8. The Corporation is hereby given a paramount and prior lien upon any
commissions payable under or as a result of this contract and under any and all
agreements amendatory or supplementary to this contract, as security for the
payment of any claim or indebtedness or reimbursement whatsoever due or to
become due to the Corporation from the Agent. Any sums becoming due to the Agent
at any time may be applied, directly, by the Corporation to the liquidation of
any indebtedness or obligation of the Agent to the Corporation, but the failure
to so apply any sum shall not be deemed a waiver of the Corporation's lien on
any other sums becoming due nor impair its right to so apply such sums.
The Corporation also is given a lien, second only to New York Life
Insurance Company's paramount and prior lien, upon any and all compensation
payable under any contract of the Agent with New York Life Insurance Company.
The Agent also agrees that New York Life Insurance Company is given a lien,
second only to the Corporation's paramount and prior lien, upon any commissions
payable under or as a result of this contract. These second liens are as
security for any claim or indebtedness or reimbursement due the Corporation or
New York Life Insurance Company by the Agent. Any sums becoming due to the Agent
at any time may be applied, directly, by the Corporation or New York Life
Insurance Company to the liquidation of any indebtedness or obligation of the
Agent to the Corporation or New York Life Insurance Company, but the failure to
so apply any sum shall not be deemed a waiver of the liens on any other sums
becoming due nor impair the rights to so apply such sums.
9. Either the Agent or the Corporation may, with or without cause,
terminate the contract upon written notice, said termination to become effective
thirty days after the day on which such notice is dated.
10. In addition to the right of the Corporation to terminate this
contract as provided in Section 9 above, the Corporation shall have the right,
at its option, to terminate this contract immediately upon giving written notice
of such termination to the Agent, for any one or more of the following causes:
(a) The collection or receipt by the Agent of any monies for or on
behalf of, or due or to become due to, the Corporation except as
authorized in Section 3 above.
(b) Any authorized appropriation to the Agent's own use and purpose of
any money or other property received by the Agent for or on behalf
of the Corporation or received by the Agent for the benefit of a
person other than the Agent.
(c) The submission to the Corporation by the Agent of any document on
which any required signature is not a genuine or duly authorized
signature.
(d) Any withholding by the Agent of any policy or document after such
policy or document shall have been demanded by the Corporation.
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(e) Any act of the Agent by which the Agent, directly or indirectly,
sells or offers to sell to any person or persons, policies issued
by the Corporation at any deviation from the published rates of the
Corporation as furnished to the Agent by the Corporation from time
to time.
(f) A violation by the Agent of the anti-rebate or improper inducement
laws of any state or jurisdiction.
(g) Revocation by any state or jurisdiction of the agent's license to
act as a soliciting agent.
11. Notwithstanding the provisions of Section 9 or Section 10 above,
this contract will automatically terminate effective, on the same date that the
Agent's Soliciting Agent's Contract, Field Underwriter's Contract, or Agent's
Contract with New York Life Insurance Company is terminated or, if applicable,
on the same date that any Apprentice Field Underwriter's Agreement or Training
Allowance Field Underwriter's Agreement between the Agent and New York Life
Insurance Company is terminated. Any failure of the Corporation in any instance
to terminate this contract when cause for such termination exists, or to insist
upon compliance with any of the limitations, terms, provisions and conditions of
this contract, shall not be construed as a waiver of any of the Corporation's
rights or of any such limitations, terms, provisions and conditions, or of the
right of the Corporation to thereafter enforce its rights or insist upon such
compliance.
12. Except for the right to receive commissions, the rights, interests
and claims of the Agent against the Corporation arising under or growing out of
this contract are not assignable, and no assignee shall acquire any rights
thereto, without the written consent of the Corporation. The right to receive
commissions under this contract may be assigned without the written consent of
the Corporation, but the Corporation must receive reasonable proof of such
assignment before it commences payment to any assignee. The rights of an
assignee under any assignment to which consent has been or may be given or to an
assignment of the right to receive commissions, shall be subject to the
paramount and prior lien given to the Corporation by Section 8 above, and then
to the lien given to New York Life Insurance Company by Section 8 above.
13. COMMISSIONS ON INDIVIDUAL LIFE INSURANCE POLICIES AND INDIVIDUAL
ANNUITY POLICIES -- The Corporation shall pay to the Agent, subject to all the
limitations, terms, provisions and conditions of this contract, commissions on
premiums received by the Corporation under individual life insurance policies
and individual annuity policies effected upon applications obtained by the Agent
while this contract is in force, such commissions being at the applicable rates
and for the policy years, or portions thereof, and under the rules and
conditions as specified for Agents operating under Agent's Contract (Form AC-81)
in the Corporation's "Schedules of First Year and Renewal Commission Rates on
Individual Life Insurance and Individual Annuity Policies" in force at the time
the application is obtained unless specified otherwise, in writing, by the
Corporation. A copy of such Schedules will be available for the Agent's
inspection at any reasonable time at the General Office named above.
The Corporation reserves the right to change such Schedules in whole or
in part, at any time by giving written notice to the Agent and the new rates,
policy years, rules and conditions will apply as set forth in the Schedules.
On all types and plans of individual life insurance policies and
Individual annuity policies which the Corporation may issue and which are not
included in the "Schedules of First Year and Renewal Commission Rates on
Individual Life Insurance and Individual Annuity Policies", or although included
in such Schedules are issued under special underwriting terms and conditions,
the commissions shall be such as shall be designated in writing by an Executive
Office of the Corporation.
14. COMMISSIONS ON INDIVIDUAL HEALTH INSURANCE POLICIES -- The
Corporation shall pay to the Agent, subject to all the limitations, terms,
provisions and conditions of this contract, commissions on premiums received by
the Corporation under individual health insurance policies effected upon
applications obtained by the Agent while this contract is in force, such
commissions being at the applicable rates and for the policy years, or portions
thereof, and under the rules and conditions as specified for Agents operating
under Agent's Contract (Form AC-81) in the Corporation's "Schedules of First
Year and Renewal Commission Rates on Individual Health Insurance Policies" in
force at the time the application is obtained unless specified otherwise, in
writing, by the Corporation. A copy of such Schedules will be available for the
Agent's inspection at any reasonable time at the General Office named above.
The Corporation reserves the right to change such Schedules in whole or
in part, at any time by giving written notice to the Agent and the new rates,
policy years, rules and conditions will apply as set forth in the Schedules.
On all policies of individual health insurance which the Corporation
may issue and which are not included in the "Schedules of First Year and Renewal
Commissions Rates on Individual Health Insurance Policies", or although included
in such Schedules are issued under special underwriting terms and conditions,
the commissions shall be such as shall be designated in writing by an Executive
Office of the Corporation.
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15. COMPENSATION ON GROUP POLICIES, FRANCHISE INSURANCE PLANS AND GROUP
ANNUITY POLICIES -- The Corporation shall pay to the Agent, subject to all the
limitations, terms, provisions and conditions of this contract, compensation on
premiums received by the Corporation under group insurance policies and
franchise insurance plans administered by the Corporation and considerations
received by the Corporation under group annuity policies effected upon
applications obtained through solicitation of the Agent while this contract is
in force. The amount of such compensation will be determined in accordance with
the Corporation's "Schedules of Group Compensation Rates and Rules" in force at
the time the policy takes effect. A copy of such Schedules will be available for
the Agent's inspection at any reasonable time at the General Office named above.
The Corporation reserves the right to change such Schedules, in whole
or in part, at any time without notice to the Agent and the new rates and rules
will apply to premiums received on coverage which becomes effective after any
such change takes effect.
Compensation with respect to (a) group insurance additions, extensions,
liberalizations, reinstatements or replacements, and (b) group insurance
underwritten jointly by the Corporation and another insurer or reinsured, in
whole or in part, by another insurer, or by the Corporation, shall be determined
in accordance with the Corporation's rules and regulations, whether published or
unpublished, which are in effect at the time of the addition, change or
underwriting.
16. As an accommodation to the Corporation, all commissions and other
compensation payable on sales of policies issued by the Corporation shall be
paid by New York Life Insurance Company to the Agent and, in the case of an
Agent operating under an Apprentice Field Underwriter's Agreement or a Training
Allowance Field Underwriter's Agreement, shall be paid by New York Life
Insurance Company as specified in those agreements. Any provisions in this
contract concerning payment which are contrary to the provisions of an
Apprentice Field Underwriter's Agreement or a Training Allowance Field
Underwriter's Agreement will be ineffective and inapplicable and the provisions
of those agreements will be controlling.
17. Any commissions payable under this contract after the Agent's death
shall be credited to the Agent's account, as they become due, and be payable to
the agent's executors, administrators or assigns after deduction therefrom of
any indebtedness or obligation of the Agent to the Corporation or to New York
Life Insurance Company.
18. Nothing in this contract, or any amendment or supplement to this
contract, nor in any of the printed literature or forms of the Corporation shall
impair the Corporation's right to the full and free exercise of its judgment in
acting upon any application for an insurance or annuity policy; and the Agent
shall have no right to any commission for submitting any application upon which
no insurance or annuity policy is effected with the Corporation.
19. Written notice to the Agent under this contract or any amendment or
supplement to this contract may be given by mail or by publication in any
official publication or bulletin of the Corporation or by any other means,
except that a notice under Section 9 or Section 10 above shall be given by means
of such publication. If the written notice to the Agent is given by mail, it
shall be deemed to have been given when duly addressed and mailed to the last
known post office address of the Agent, postage prepaid. If such notice is given
by publication, it shall be deemed to have been given whenever published as
above.
20. This Contract shall take effect as of the effective date stated on
Page 1 hereof, if duly signed by the Agent and countersigned on behalf of the
Corporation.
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IN WITNESS WHEREOF, the parties to this contract have subscribed their
names hereto and to a duplicate hereof.
Witnessed by
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Agent
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
Countersigned for New York Life
and Annuity Corporation
By:
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On 19 President
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by:
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(Also Print Name)
