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EXHIBIT 10.2
ADMINISTRATION AND SERVICES AGREEMENT
This Administration and Services Agreement effective as of the date
written below is entered into by and between Xxxxx/Xxxxxx, Inc., having its
principal place of business at Dallas, Texas (hereinafter called "CBI"), and
Xxxxx/Xxxxxx Agency of Ohio, Inc., having its principal place of business at
Perrysburg, Ohio (hereinafter called "Agency").
RECITALS:
WHEREAS, CBI is a corporation organized and existing under the laws of
the State of Texas;
WHEREAS, Agency is a corporation organized and existing under the laws
of the State of Ohio and authorized to act as a licensed life insurance agent
pursuant to the provisions of the Ohio Insurance Code;
WHEREAS, CBI has available the personnel, services, expertise, and
other amenities necessary to carry out certain functions beneficial to and for
the proper operation of an Insurance Agent;
WHEREAS, Agency desires to have available to it such services and
assistance to permit Agency to expeditiously and efficiently carry out its
duties and functions as a corporation licensed to act as an Insurance Agent in
the State of Ohio;
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and other valuable consideration herein expressed, the parties hereto
agree and state as follows:
ARTICLE I.
TERM OF AGREEMENT
The initial term of the Agreement shall be for a period of three (3)
months and shall be automatically extended for additional three (3) month terms
thereafter unless thirty (30) days prior to the expiration of any extension
either CBI or Agency gives the other written notice that this Agreement is to
terminated at the end of such three (3) month term.
ARTICLE II.
DUTIES AND OBLIGATIONS OF CBI
Section 2.01 CBI shall furnish to Agency the materials, services, and
assistance set forth in this Section. The facilities, services, personnel, and
assistance to be provided by CBI shall include, but are not limited to the
following:
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(a) perform all bookkeeping and accounting functions;
(b) establish and maintain all records required by law and by
generally accepted accounting principles;
(c) furnish all stationery, forms, and supplies;
(d) provide all necessary clerical and professional staff to
perform the above activities in accordance with the standards
set forth in this Agreement;
(e) provide all computer hardware and software capabilities and
facilities to expeditiously and efficiently carry out the
services to be performed hereunder;
(f) provide office space, furniture, fixtures, equipment and
supplies;
(g) assist Agency in preparing reports required by governmental
regulatory and supervisory authorities;
(h) xxxx and collect all premiums.
Section 2.02. It is expressly understood that none of the foregoing
services, assistance, or amenities furnished by CBI shall be deemed to be
services or activities of an Insurance Agent which would require a license from
the Ohio Department of Insurance before such act may be performed. Furthermore,
and in this same connection, CBI shall be prohibited from performing any actions
for which licensure as an Insurance Agent is required.
ARTICLE III.
COMPENSATION
Agency agrees to pay CBI a sum agreed upon by the parties pursuant to
Addendum "A" of this Agreement. The consideration payable pursuant to this
Agreement shall be on a flat fee basis and shall not be based on a percentage of
revenues of Agency. Because of possible fluctuations in the nature and extent of
services rendered by CBI, the agreed upon consideration is subject to
renegotiation of the parties on a quarterly basis. For any particular period in
which the consideration is not renegotiated by the parties hereto, the
consideration paid for that period shall be the same as the amount paid for the
previous period. Any renegotiation of the consideration under Addendum "A" of
this Agreement shall be evidenced by written document attached to and made a
part of this Agreement. The consideration set out in Addendum "A" of this
Agreement shall be payable at the principal offices of CBI; neither the failure
by Agency to pay the entire amount of the consideration set out in Addendum "A,"
nor the failure of CBI to demand payment thereof, shall otherwise operate as a
waiver of any portion of the consideration required to be paid to CBI pursuant
to this Agreement. It is expressly agreed and understood by and between CBI and
Agency that no part of the service fee payable under this Agreement shall
constitute, directly or indirectly, payment by Agency to CBI for any
compensation, remuneration or other valuable consideration for services as an
Insurance Agent. It is further acknowledged and understood by
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and between CBI and Agency that the consideration payable under this Agreement
shall be reasonable in relationship to the duties performed or facilities
provided by CBI. No officer, director or shareholder of Agency, shall be
personally liable with respect to the compensation paid to CBI by Agency; the
compensation paid to CBI pursuant to this Article shall be the sole
responsibility of Agency.
ARTICLE IV.
DUTIES AND OBLIGATIONS OF AGENCY
Section 4.01 Agency is solely responsible for the activities of Agency
as an Insurance Agent and for the activities of its producers, solicitors,
agents, sub-agents, or employees in the course and scope of their activities
performed on behalf of Agency.
Section 4.02 Agency is responsible for securing and maintaining any
license required in order to act as an Insurance Agent in the State of Ohio or
any other jurisdiction and for assuring that producers, solicitors, agents,
sub-agents or employees secure the appropriate agents license. Agency is
ultimately responsible for the preparation and filing on a timely basis with the
appropriate governmental authority any and all reports required by such
governmental authority as respects the operation of Agency as an Insurance
Agent.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.01. The parties agree to cooperate fully with each other with
respect to any governmental investigation, or administrative or judicial
proceeding, or consumer complaint with respect to the transaction of an
insurance agency business by Agency. Each party shall consult with any other
party hereto before responding to any such investigation, administrative or
judicial proceeding, or consumer complaint, and each party shall keep the other
fully advised as to the status thereof.
Section 5.02. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes any
prior written or oral understanding between the parties with respect to the
subject matter hereof. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective subsidiaries, affiliates, successors and assigns of the parties
hereto. Neither this Agreement nor any of the rights, obligations, or
liabilities hereunder shall be assigned by CBI or Agency without the prior
written consent of the other party; any such assignment shall be evidenced by a
written document attached hereto and made a part of this Agreement. Any
assignment in violation of this Section shall be null and void at the
non-assigning party's option.
Section 5.03. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
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Section 5.04. If any act at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, and necessary disbursements in addition
to any other relief to which such party may be entitled.
Section 5.05. Any notices to be given hereunder by one party to the
other may be affected by personal delivery in writing or by mail, registered or
certified, postage pre-paid with return receipt requested. Mailed notices shall
be addressed to the parties at the addresses appearing in the introductory
paragraph of this Agreement, but each party may change its address by written
notice in accordance with this paragraph. Notices delivered personally shall be
deemed communicated upon actual receipt; mailed notices shall be deemed
communicated as of five (5) days after deposit in the mail.
Section 5.06 Agency shall indemnify CBI to the maximum extent permitted
by applicable law against all costs, charges and expenses incurred or sustained
by CBI in connection with any third party action, suit or proceeding in which
CBI may be made a party by reason of this Agreement, save and except for acts of
willful or wanton misconduct by CBI.
Section 5.07 CBI shall indemnify Agency to the maximum extent permitted
by applicable law against costs, charges and expenses incurred or sustained by
Agency in connection with any third party action, suit or proceeding in which
Agency may be made a party by reason of this Agreement, save and except for acts
of willful or wanton miscount by Agency.
Section 5.08. This Agreement may be amended from time to time by the
parties hereto; provided, however, any such amendment shall be evidenced by
written instrument which is attached hereto and made a part of this Agreement.
Section 5.09. Should any portion of this Agreement be void or invalid,
the remaining portion of this Agreement shall be of full force and effect as if
the void or invalid portion was severable and not in this Agreement.
Section 5.10. Nothing herein shall be construed to permit CBI,
directly or indirectly, to act as an Insurance Agent in the State of Ohio
without securing the appropriate license.
Section 5.11. This Agreement may be executed in two (2) or more
counterparts each of which shall be deemed a duplicate original.
Section 5.12. Nothing in this Agreement is intended to nor does it
create the relationship of joint venturer or partner between CBI and Agency.
VI.
TERMINATION
Section 6.01. This Agreement shall terminate upon the occurrence of any
on the following events.
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(a) Effective immediately upon breach of any provision of this
Agreement by CBI or Agency;
(b) Effective upon written notice to a party because of fraud or
dishonesty by such party, provided that such notice shall be
given promptly upon discovery of such fraud or dishonesty;
(c) Effective immediately if any party at any time becomes
insolvent or goes into liquidation or bankruptcy either
voluntarily or compulsorily;
(d) Effective on the first day of the month following the month in
which any party shall discontinue operating its business or
cease operations; or
(e) By delivery through U.S. mail, or by hand, a written notice of
termination giving at least sixty (60) days notice of
termination of this Agreement by any party.
Section 6.02. Anything contained herein to the contrary
notwithstanding, in the event of termination of this Agreement, CBI shall be
entitled to compensation earned to date of termination as provided in this
Agreement computed pro rata up to and including such date and shall further be
entitled to perform such additional services or functions, which CBI, in its
sole discretion, shall deem necessary in order to wind up affairs relating to
this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Administration and Services Agreement which is effective as of the _____________
day of _________________, 199_.
XXXXX/XXXXXX, INC.
By: /s/ [ILLEGIBLE]
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, President
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Date
XXXXX/XXXXXX AGENCY OF OHIO, INC.
By: /s/ [ILLEGIBLE]
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, President
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Date
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ADDENDUM "A"
This Addendum "A" is hereby attached to and made a part of that certain
Administration and Services Agreement ("Agreement") by and between Xxxxx/Xxxxxx,
Inc. (hereinafter referred to as "CBI") and Xxxxx/Xxxxxx Agency of Ohio, Inc.
(hereinafter referred to as "Agency").
This Addendum "A" more specifically sets out the compensation due CBI
by Agency pursuant to Article III of the Administration and Services Agreement
to which this Addendum is attached and made a part thereof. The parties hereto
agree that Agency shall compensate CBI for performance of CBI's duties under the
Agreement to which this Addendum is attached and made a part as follows:
The charges and fees pursuant to this Agreement shall be an amount
equal to the cost incurred by CBI in providing the services, personnel and
property hereunder, determined by generally accepted accounting principles and
allocated on a reasonable and equitable basis, plus an amount equal to _________
percent (_____%) of such cost.
The above consideration is subject to renegotiation in accordance with
the provisions of Article III of the Agreement to which this Addendum is
attached and made a part there of. Any renegotiation of the consideration set
out in this Addendum "A" shall be evidenced by written document to be attached
and made a part of the Administration and Services Agreement.
EXECUTED on this _________ day of _________, 199__ and effective as of
the date of the Agreement.
XXXXX/XXXXXX, INC.
By: /s/ [ILLEGIBLE]
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, President
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XXXXX/XXXXXX AGENCY OF OHIO, INC.
By:
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, President
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