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Exhibit (A)(3)(b)(ii)
Producer Agreement
(Manulife Logo)
THIS AGREEMENT made this _______________day of __________________ ________
Year
BETWEEN:
THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
(hereinafter called the "Company")
-and-
(herein after called the "Producer")
Witness that in consideration of the mutual covenants of the parties herein
contained, the parties hereto agree as follows:
1. STATUS
The Producer is hereby appointed an agent of the Company. It is understood
that nothing in this Agreement shall be construed to create an
employer-employee relationship between the Company and the Producer.
In creating this Agreement, the parties do not contemplate that the Producer
will solicit insurance primarily for the Company. Nothing in this Agreement
shall be construed to prohibit the Producer from selling policies or
contracts issued by any other insurance company.
If the Producer desires to sell any variable life, annuity, or endowment
products ("variable products") produced currently or in the future by the
Company or one of its affiliates, he/she must also hold a valid ManEquity,
Inc. Agreement and a valid Manufacturers Life Insurance Company (U.S.A)
Producer Agreement.
2. RESPONSIBILITIES
(a) The Producer shall be authorized to secure applications for insurance
and services offered by the Company and collect, in exchange for
receipts furnished by the Company, money due or to become due to the
Company in respect to such applications of policies.
(b) The Producer shall comply with all applicable insurance laws and
regulations. The Producer is required to obtain, and from time to time
renew, a license to sell insurance within the states(s) in which the
Producer intends to carry on business. If the Producer desires to sell
any variable products offered by the Company, additional licensing is
required under his/her ManEquity, Inc. Agreement.
(c) When requested by the Company, the Producer shall also purchase errors
and omissions coverage in an amount acceptable to the Company.
(d) The Producer shall be free to exercise his own judgment as to the
persons from whom he will solicit applications for insurance and
services offered by the Company and the time and place of solicitation.
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(e) The Producer shall provide his own facilities including office space and
furnishings. The Producer shall not be entitled to be reimbursed by the
Company for the cost of such facilities. In the event the Company offers
the Producer use of a portion of its office space and/or furnishings,
the Producer shall pay to the Company a fair market rental for such
office space and/or furnishings.
3. GENERAL CONDUCT AND REPRESENTATIONS
(a) The Producer shall not transact any business for the Company unless duly
licensed as required by law. The Producer shall transact any variable
products business for the Company unless contracted to do so by Man
Equity, Inc.
(b) The Producer is not authorized to make contracts on behalf of the
Company, or to alter or amend any of the provisions of the Company's
contracts, or to waive forfeitures or bind the Company in any way not
specifically authorized in writing by the Company. The Producer is not
authorized to pay any premium or premiums or other payments on behalf of
an applicant, policyholder, or beneficiary.
(c) The Producer shall not induce other producers, agents or brokers to
leave the Company, or persuade policyholders to discontinue their
policies, or otherwise do anything prejudicial to the Company's interest
or that of it's policyholders.
4. COMPENSATION
(a) Subject to clause 5 "Regulations Governing Compensation and Credit" and
Clause 6 "Joint Business", compensation shall be determined and shall be
payable to the Producer while this Agreement is in force in accordance
with (1) the Company's Schedule of Commissions in force when an
application for insurance is submitted to the Company and (2) any
Schedule of Supplemental Income which may be entered into by the
Producer and the Company and any amendments or supplements to those
schedules.
(b) The Producer's basic compensation shall be by commission which shall be
determined in accordance with the Schedule of Commissions. Other forms
of compensation above and beyond those set out in the Schedule of
Commissions and in the Schedule of Supplemental Income, if any, may be
specifically provided for or allowed as an option by the Company at its
discretion. Commissions earned on the sale of variable products are paid
on behalf of ManEquity. Inc.
(c) The Schedule of Commissions and the Schedule of Supplemental Income, if
any, and any amendments or supplements thereto, are subject to change by
the Company at any time. No change shall affect commissions on
individual insurance products offered by the Company for which
applications were submitted to the Company prior to the effective date
of the change.
5. REGULATIONS GOVERNING COMPENSATION AND CREDIT
(a) When a policy is changed, the compensation, if any, shall be determined
by the Company.
(b) The Company shall determine the compensation on any new policy when:
i) A policy issued by the Company on the same life has been surrendered
or lapsed within six (6) months of the application for the new
policy; or
ii) The new policy appears to have replaced an existing policy or part
of a policy within six (6) months of the date of application.
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The Producer shall immediately refund to the Company any excess
compensation received on the new policy.
(c) If the Company returns any part of or all of any premiums(s) paid in
respect to an issued policy, the Producer shall lose all right to any
compensation of such premiums. The Producer shall also immediately
refund to the Company the amount of any compensation received on the
returned premium.
(d) Where a policy has lapsed and the premium remains unpaid for sixty (60)
days beyond the expiration of the grace period, the Company shall have
the right to take such policy out of the Producer's account of business.
The Producer shall immediately refund any compensation paid in relation
to such premiums not received by the Company and no further compensation
shall be payable to the Producer thereon.
(e) Where a policy has lapsed the Producer shall immediately refund to the
Company any compensation received on the lapsed policy pursuant to the
Bonus provisions of the Schedule of Supplemental Income, if any.
(f) The Company may adjust compensation so that compensation paid does not
exceed the sales and surrender charges permitted by federal and state
securities laws.
6. JOINT BUSINESS
(a) Any policy other than those policies issued by the Company that are
deemed to be securities subject to regulation by the Security and
Exchange Commission, effected by the Producer in conjunction with any
other producer, agent or broker of the Company shall be considered as
joint business and, unless otherwise agreed to, the amount of
compensation shall be apportioned equally to each producer, agent or
broker. The Company requires written notice from the agent of record of
any such joint business and of the existence of any Agreement providing
for unequal apportionment of compensation.
(b) Any policy issued by the Company that is deemed a security subject to
regulation by the Securities and Exchange Commission may not be sold
jointly with any individual or firm not registered with the National
Association if Security Dealers and not contracted with ManEquity, Inc.
Any joint cases must be specified as such at the time the application is
delivered to the Company.
7. RIGHT OF OFFSET
The Company may set off against any claims by the Producer under this
Agreement, and/or any attachment thereto, any debt or obligation or
liability due at any time to the Company or any affiliates, from the
Producer as agent or otherwise, including, but not limited to, compensation
due the Company pursuant to Clause 5 of this Agreement.
The Producer shall be personally liable for the portion of any debit balance
to advances unearned compensation which appears in the Producer's Advance.
Said portion of the debit balance shall be payable by the Producer upon
demand of the Company. At the option of the Company, interest at the maximum
rate permissible by state law will accrue on said portion of the debit
balance from the time a debit balance occurs in such account.
The ledger account of the Company shall be competent and conclusive evidence
of the state of accounts between the parties concerned. The right of offset
shall be in addition to and shall not limit the Company's use of any other
remedy available to it.
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8. COMPANY RECORDS
The Producer shall promptly deliver to the Company all applications whether
reported on favorably of unfavorably by the medical examiner and shall keep
regular and accurate accounts of all transactions with or for the Company.
All books of accounts, letters, documents, vouchers, status and service
notices and other books and papers connected with the business of the
Company and maintained by or in possession of the Producer shall be open to
the Company or its representative for the purpose of examination.
9. COLLECTIONS AND REMITTANCES
The Producer shall immediately remit to the Company all monies received or
collected by the Producer on behalf of the Company. The Producer shall not
use any such monies for any other purpose whatsoever.
10. TERMINATION
Either party may terminate this Agreement at any time with or without cause
by giving the other party fifteen (15) days' notice in writing. Termination
shall not, however, release the Producer from any debt due the Company and
until such debt shall have been paid, the obligations and covenants of the
Producer as set out in this Agreement shall remain in full force and effect.
The Producer agrees that, in addition to the foregoing, the happening of any
of the following events will also cause termination of this Agreement:
(a) The death of the Producer;
(b) The bankruptcy or insolvency of the Producer;
(c) The Producer ceasing to hold a valid state license to sell insurance
products for the Company;
(d) The Producer ceasing to have his/her license sponsored by the Company;
(e) The Producer ceasing to hold a valid Agreement with ManEquity, Inc., or
with The Manufacturers Life Insurance Company (U.S.A.)
11. EFFECT OF TERMINATION ON COMPENSATION
To the extent permitted by federal or state securities laws, upon
termination of this Agreement, the Company shall pay the Producer or his/her
successors and assigns, or his/her estate commissions premiums paid to the
Company after the termination of this Agreement on any policies put in force
by the Producer under this Agreement.
12. ASSIGNMENT
No rights or interest of the Producer in or under or by virtue of this
Agreement shall be merged, or assigned, or subject to sale or assignment
without the prior written consent of the Company.
13. MEDICAL EXAMINATION AND FEES
All medical examinations shall be made by a duly appointed medical examiner
of the Company and the Company shall pay only such medical fees as are
authorized by it.
14. CURRENCY
All amounts payable under this Agreement shall be payable in the lawful
currency of the United States of America.
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15. EFFECT
The Company shall have no responsibility for the effect this Agreement may
have on federal, state or local taxes of the Producer. It is further agreed
that the Producer is not relying on the Company for any advice relating to
the effect of this Agreement on such taxes.
16. EXISTING AGREEMENTS
In consideration of this Agreement, all existing agreements between the
Company and the Producer shall terminate from the effective date of this
Agreement, except as to compensation payable in accordance with such
agreements.
17. APPLICABLE LAW
This Agreement shall be governed by and construed according to the laws of
the state of __________.
18. EFFECTIVE DATE
This Agreement becomes effective the ______________day of_____________ _____
Year
IN WITNESS WHEREOF the parties to this Agreement have set their hands as of the
day and year first above written.
WITNESS:_______________________________ ________________________________
Authorized signature
THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
WITNESS:_______________________________ ________________________________
Producer
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