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EXHIBIT 1-A(3)(b)
INVESTORS BROKERAGE SERVICES, INC.
SPECIMEN SELLING GROUP AGREEMENT
THIS AGREEMENT ("Agreement") is made by and between Investors Brokerage
Services, Inc. ("IBS") and Broker-Dealer.
RECITALS:
A. IBS, pursuant to the provisions of Distribution Agreements
("Distribution Agreements") between it and Xxxxxx Investors Life Insurance
Company ("KILICO") and between it and Federal Xxxxxx Life Assurance Company
("FKLA"), acts as the principal underwriter of certain variable annuity
contracts and variable life insurance policies (the "variable products" or
"Contracts") issued by KILICO and FKLA. Such Contracts, and the investment
options available thereunder, are identified in Schedule 1 to this Agreement at
the time that this Agreement is executed, and such other Contracts that may be
added to Schedule 1 from time to time in accordance with Section 1.5 of this
Agreement. IBS desires that Broker-Dealer distribute such variable products in
those states or jurisdictions in which Broker-Dealer, IBS, KILICO, FKLA and the
Contracts are appropriately licensed, qualified or approved, and Broker-Dealer
desires to sell such Contracts, through its agents in such states or
jurisdictions, on the terms and conditions set forth hereinafter. KILICO and
FKLA have authorized IBS to enter into separate written agreements with broker-
dealers pursuant to which such broker-dealers would be authorized to
participate in the distribution of the Contracts and would agree to use their
best efforts to solicit applications for the Contracts to the general public.
B. KILICO and FKLA, pursuant to General Agent Agreements, have
authorized Broker-Dealer or an affiliate to act as a general agent ("General
Agent") for the solicitation of applications for the Contracts and to engage in
the distribution activities contemplated by this Agreement and such General
Agent Agreements.
C. The parties to this Agreement desire that Broker-Dealer be authorized
to solicit applications for the sale of the Contracts to the general public
subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and covenants hereinafter set forth, the parties agree as follows:
Section 1: Representations and Warranties; Authorizations
1.1 Broker-Dealer agrees to use its best efforts on behalf of IBS while
performing the functions set forth herein. Broker-Dealer shall be free to
exercise its own judgment as to whom to solicit and the time, place, and manner
of solicitation. Broker-Dealer shall pay all expenses incurred by it hereunder
and shall comply with all applicable federal and state laws, ordinances and
regulations relating thereto.
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1.2 Broker-Dealer is authorized, except as hereinafter specifically
provided, to cause its representatives ("Registered Representatives") to sell
such Contracts in the states and jurisdictions in which Broker-Dealer and its
Registered Representatives are appropriately licensed, registered or otherwise
qualified and in which the Contracts are duly authorized. Broker-Dealer shall
not have the authority nor shall it grant such authority to any of its
Registered Representatives, on behalf of IBS, and KILICO and/or FKLA: to make,
alter or discharge any Contract or other contract entered into pursuant to a
Contract; to waive any Contract's forfeiture provisions; to extend the time of
paying any premiums; or to receive any monies or premiums from applicants for
or purchasers of the Contracts (except for the sole purpose of forwarding
monies or premiums to KILICO or FKLA). IBS, in its sole discretion, may reject
any application for a Contract submitted to it by the Broker-Dealer or any of
its Registered Representatives.
1.3 IBS, subject to the terms and conditions contained herein, hereby
authorizes Broker-Dealer as an independent contractor, on a non-exclusive
basis, to make sales of such Contracts for which IBS acts as distributor.
Broker-Dealer agrees to direct the sales activities of its Registered
Representatives and to enforce written supervisory procedures to assure strict
compliance with applicable rules and regulations under the Securities Exchange
Act of 1934 ("1934 Act"), the National Association of Securities Dealers, Inc.
("NASD") rules, and other applicable federal and state statutes and
regulations.
1.4 Nothing herein contained shall constitute Broker-Dealer or any of its
Registered Representatives as employees of IBS, KILICO or FKLA in connection
with the solicitation of applications for the Contracts.
1.5 Schedule 1 to this Agreement may be amended by IBS at its sole
discretion from time to time to include other Contracts (or investment options)
distributed by IBS pursuant to the Distribution Agreements or other
distribution agreements with KILICO and FKLA, or to delete Contracts (or
investment options) from the Schedule. The provisions of this Agreement shall
be equally applicable to each Contract listed on Schedule 1 unless the context
otherwise requires.
Section 2: Representations and Warranties:
Registration, Licensing and Compliance
2.1 Broker-Dealer represents, warrants and covenants that:
a. It is and will remain at all times during the terms of this
Agreement a member in good standing of the NASD and a
broker-dealer duly registered with the Securities and Exchange
Commission ("SEC") under the 1934 Act and licensed as a
broker-dealer in each state or other jurisdiction in which
Broker-Dealer intends to perform its functions and fulfill its
obligations under this Agreement.
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b. It is in compliance, and during the term of this Agreement, will
remain in compliance, with all applicable federal and state
security laws and regulations and the requirements of the NASD
and any applicable securities exchanges of which it is a member.
c. It is a corporation organized, existing and in good standing
under applicable state law and is qualified to do business as a
corporation in those states or jurisdictions where it is or will
be doing business.
d. Only Registered Representatives of Broker-Dealer who are agents
of KILICO and FKLA, and who are licensed, registered, or
otherwise qualified to offer and sell the variable products, may
do so under this Agreement and as permitted under the applicable
insurance laws of such state or jurisdiction under which the
Registered Representatives are authorized to perform their
activities.
e. It is in compliance with all applicable insurance laws and
regulations, including without limitation state insurance laws
and regulations imposing insurance licensing requirements.
f. It shall carry out its sales and administrative obligations
under this Agreement in continued compliance with federal and
state laws and regulations, including those governing securities
and/or insurance-related activities or transactions, as
applicable.
g. It has blanket bond insurance coverage. Broker-Dealer has the
affirmative duty to maintain its blanket bond insurance
coverage. Broker-Dealer will notify IBS immediately in the
event a determination is made to cancel, terminate or
substantially modify its blanket bond insurance coverage.
2.2 Broker-Dealer will be responsible for the training, supervision and
control of its Registered Representatives engaged in the offer and sale of the
Contracts and will supervise strict compliance with applicable federal and
state securities laws and NASD rules. IBS shall have no responsibility in
connection with such program of supervision and compliance.
2.3 If General Agent is an affiliate of Broker-Dealer as reflected in
Recital B. to this Agreement, then by engaging in the distribution activities
contemplated by this Agreement, Broker-Dealer represents and warrants that:
a. Broker-Dealer
(i) Has obtained a letter from the Staff of the SEC
advising Broker-Dealer that the Staff will not
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recommend enforcement action if General Agent is not registered
as a broker-dealer with the SEC; or
(ii) It is relying upon a no-action letter issued by the Staff of the
SEC at the request of a broker-dealer that, also, was a licensed
insurance agent engaged in distribution activities similar to
those contemplated by this Agreement, and where the Staff did
not recommend enforcement action if the insurance agent was not
registered as a broker-dealer with the SEC; and
(iii) It is complying and will continue to comply with the conditions
set forth in such letters at all times while this Agreement is
in effect; or
b. that at the time that this Agreement becomes effective and
during the term of this Agreement:
(i) General Agent is wholly-owned by Broker-Dealer or is
wholly-owned by one or more associated persons of Broker-Dealer;
(ii) General Agent and its personnel will be "associated persons" of
Broker-Dealer within the meaning of Section 3(a)(18) of the 1934
Act;
(iii) General Agent will engage in the offer or sale of the Contracts
only through persons who are also Registered Representatives of
Broker-Dealer;
(iv) General Agent will not receive or handle customer funds or
securities;
(v) Broker-Dealer will be responsible for the training, supervision
and control of its Registered Representatives engaged in the
offer or sale of the Contracts on behalf of General Agent, as
required under the 1934 Act, the NASD rules and other applicable
federal and state statutes and regulations, and will also be
responsible for the supervision and control of any of its
associated persons who are owners, directors, or executive
officers of General Agent;
(vi) Broker-Dealer will, in the offer and sale of the Contracts by it
or General Agent, comply with all applicable requirements of the
1934 Act and the NASD, including the requirement to maintain and
preserve books and records under Section 17(a) of the 1934 Act
and the rules thereunder; and
(vii) Commissions and fees relating to the Contracts will be reflected
in the quarterly FOCUS reports and the
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fee assessment reports filed by Broker-Dealer with the NASD.
2.4 Broker-Dealer shall notify IBS and KILICO and FKLA immediately in
writing if Broker-Dealer fails to comply with any of the applicable provisions
set forth above.
2.5 IBS represents and warrants that all Contracts are legally issued,
registered and filed as required by applicable federal securities and state
insurance laws.
Section 3: Sales Materials
3.1 Broker-Dealer shall submit to IBS, for written approval in advance of
use, all promotional, sales, and advertising material and signs involving the
use of IBS's, KILICO's and FKLA's name and/or pertaining to the sale of any
Contract.
3.2 IBS will file such materials or will cause such materials to be filed
with the SEC, the NASD, and with any state securities regulatory authorities,
as appropriate.
Section 4: Compensation
4.1 Except as otherwise stated herein, Broker-Dealer shall be entitled to
commissions with respect to sales of such Contracts it shall make in accordance
with the Schedule of Commissions under the General Agent Agreements with KILICO
and FKLA. Commissions are payable by KILICO and FKLA through IBS or as
otherwise permitted by law or regulations. Any obligation of IBS to pay such
commissions will occur only following receipt of such amounts by IBS from
KILICO or FKLA.
Section 5: Term and Exclusivity of Agreement
5.1 No relationship of principal and agent or partnership or joint
venture between the parties hereto is intended to be established and neither
party shall hold itself out as the agent, partner or joint venturer of or with
the other party in any respect whatsoever. Except for this Agreement and the
General Agent Agreement, no other legal relationship is intended between the
parties.
5.2 This Agreement may be terminated at any time by either party upon
thirty (30) days written notice to the other, and may be terminated immediately
by IBS for cause. For purposes of this Section, "cause" shall mean failure to
return money to clients where appropriate, failure to account for any money
received from or on behalf of IBS, any fraud, misrepresentation or dishonesty
in any relationship with IBS, its affiliates, or any past, present or proposed
client, violation of any federal or state law or regulation, or violation of
any of the terms of this Agreement.
5.3 Notice of termination shall be deemed to be given on the day
mailed or delivered by hand to an officer of either party. If mailed to IBS,
such notice shall be addressed to the principal
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office of IBS, and if mailed to the Broker-Dealer, shall be addressed to the
last known address as shown on the records of IBS.
Section 6: Complaints and Investigations
6.1 Broker-Dealer shall cooperate fully in any securities or insurance
regulatory investigation or proceeding or judicial proceeding with respect to
IBS, KILICO and FKLA, and/or Broker-Dealer and its Registered Representatives
or any Affiliate, to the extent that such investigation or proceeding is in
connection with the Contracts marketed under this Agreement.
Section 7: Assignment
7.1 Broker-Dealer may not assign this Agreement without the prior written
approval of IBS.
7.2 This Agreement is exclusively for and shall inure to the benefit of
the parties hereto, their respective heirs, legal representatives, successors
and assigns and shall not be deemed to create any rights for the benefit of
third parties.
Section 8: Confidentiality
8.1 Each party will keep confidential information it may acquire as a
result of this Agreement regarding IBS, its affiliates' and subsidiaries'
affairs, including any customer list or other propriety information that it may
acquire in the performance of this Agreement, and shall not use such customer
list or information without the prior written consent of the other party which
requirement shall survive the termination of this Agreement.
Section 9: Modification of Agreement
9.1 This Agreement supersedes all prior agreements, either oral or
written, between the parties relating to the Contracts and, except for any
amendment of Schedule 1 pursuant to the terms of Section 1.5 hereof or of the
Schedule of Commissions pursuant to the terms of Section 4 hereof, may not be
modified in any way unless by written agreement signed by all of the parties.
Section 10: Indemnification
10.1 Broker-Dealer shall be responsible and liable for any damages arising
out of the acts or omissions of Broker-Dealer, its Registered Representatives,
and/or its employees and does hereby agree to indemnify and hold IBS harmless
against any loss or expense arising out of any of its Registered
Representatives, any Affiliate and/or employees failure to carry out fully and
without negligence the duties and responsibilities assigned to it herein.
10.2 If any action or proceeding shall be brought against Broker-Dealer
relating to a Contract sold pursuant to this Agreement, Broker-Dealer shall
give prompt written notice to IBS.
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10.3 In the event of any dispute with a Contract owner, IBS shall have the
right to take such action as IBS may in its sole discretion deem necessary to
promptly effect a mitigation of damages or limitation of losses without
obtaining the prior consent of Broker-Dealer and without waiving or electing to
relinquish any rights or remedies IBS may have against Broker-Dealer.
10.4 IBS shall have the right to settle with any Contract owner engaged in
a dispute with IBS or Broker-Dealer without the prior consent of Broker-Dealer
and without waiving or electing to relinquish any rights or remedies IBS may
have against Broker-Dealer.
10.5 The indemnification provisions of this Agreement shall remain
operative and in full force and effect, regardless of the termination of this
Agreement and shall survive any such termination.
10.6 Without limiting the foregoing indemnities, IBS and Broker-Dealer
each agree to indemnify and hold harmless the other against any breach of
representation, warranty or covenant herein by the indemnifying party.
Section 11: Right, Remedies, etc. are Cumulative
11.1 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws. Failure of either party to insist upon strict compliance with
any of the conditions of this Agreement shall not be construed as a waiver of
any of the conditions, but the same shall remain in full force and effect. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute a waiver of any other provisions, whether or not similar, nor shall
any waiver constitute a continuing waiver.
Section 12: Notices
12.1 All notices hereunder are to be made in writing and shall be either
hand delivered or transmitted by registered or certified United States mail
with return receipt requested to the principal office of the party and shall be
effective upon delivery, except as otherwise provided in Section 5.2 of this
Agreement.
Section 13: Interpretation, Jurisdiction, etc.
13.1 This Agreement constitutes the whole agreement between the parties
hereto with respect to the subject matter hereof, and supersedes all prior oral
or written understandings, agreements or negotiations between the parties with
respect to the subject matter hereof. No prior writings by or between the
parties hereto with
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respect to the subject matter hereof shall be used by either party in
connection with the interpretation of any provisions of this Agreement.
13.2 This Agreement is made in the State of Illinois, and all questions
concerning its validity, construction or otherwise shall be determined under
the laws of Illinois without giving effect to principles of conflict of laws.
Section 14: Headings
14.1 The headings in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
Section 15: Counterparts
15.1 This Agreement may be executed in two or more counterparts, each of
which taken together shall constitute one and the same instrument.
Section 16: Severability
16.1 This is a severable Agreement. In the event that any provisions of
this Agreement would require a party to take action prohibited by applicable
federal or state law or prohibit a party from taking action required by
applicable federal or state law, then it is the intention of the parties hereto
that such provisions shall be enforced to the extent permitted under the law,
and, in any event, that all other provisions of this Agreement shall remain
valid and duly enforceable as if the provision at issue had never been a part
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year indicated below.
INVESTORS BROKERAGE ----------------------------------
SERVICES, INC. ("Broker-Dealer")
BY _______________________________ BY _______________________________
Print Name _______________________ Print Name ________________________
Title ____________________________ Title _____________________________
Date _____________________________ Date ______________________________
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/ / FEDERAL XXXXXX LIFE ASSURANCE COMPANY
/ / FIDELITY LIVE ASSOCIATION, A MUTUAL LEGAL RESERVE COMPANY
/ / XXXXXX INVESTORS LIFE INSURANCE COMPANY
/ / INVESTORS BROKERAGE SERVICES INSURANCE AGENCY, INC. (And its affiliated
companies)
Xxxx Xxxxx, XX 00000-0000
GENERAL AGENT'S AGREEMENT
In this AGREEMENT, the words you, your and yours refer to the General Agent
named on the last page of this AGREEMENT and the words us, we, our and Company
refer to the company(ies) indicated above.
Upon the signing of this AGREEMENT, you and the Company agree as follows:
1. APPOINTMENT
We appoint you to represent us as set forth below.
2. We authorize you (i) to solicit personally, and through Agents (and
Brokers where express authority has been given, see Section 3-E)
appointed by you, applications satisfactory to us for policies of life
insurance and annuity contracts specified in the attached SCHEDULE OF
COMMISSIONS AND ALLOWANCES and to send those applications to us, (ii)
to collect the initial premium for those policies and contracts, (iii)
to promptly send those premiums to us, and (iv) to make proper
delivery of policies and contracts issued by us. All these activities
shall be conducted in accordance with our rules and requirements
governing them and it is agreed that:
A. All applications for our policies and contracts shall be made
on our forms and completed applications and supporting
documents shall be considered our property and promptly
delivered to us.
B. All applications submitted to us shall be evaluated in
accordance with our underwriting rules and regulations and any
assumptions of legal liability on them shall be made at our
sole discretion. All applications are subject to acceptance
by the Company at its sole discretion.
C. All checks or money orders for initial premiums shall be drawn
to our order unless prior written approval to designate
another payee has been granted by an authorized officer of the
Company and no such check or money order shall be endorsed by
you, your Agents, Brokers or employees.
D. The full amount of the initial premium for the mode of premium
selected must be collected by you, your Agents or Brokers on
or before delivery of any life insurance policy or annuity
contract.
E. All money you, your Agents or Brokers receive as payment of
any premium on our policies or contracts shall be held in a
fiduciary capacity only and promptly sent to the Company.
Further, you are authorized to recruit Agents and to appoint Brokers to
represent you in the solicitation of insurance as authorized in this AGREEMENT
and to recommend their licensing to us. In all cases, however, we reserve the
right to refuse to license any such proposed Agent or Broker.
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You may contract directly with approved Agents or Brokers under agreements
suitable for governing the solicitation of insurance as authorized by us. In
the event you request us to pay commissions earned by your Agents or Brokers
directly to them or to provide you with separate checks for the commissions
earned by them, then you shall use the printed forms of AGENT'S, BROKER'S AND
SINGLE CASE AGREEMENTS furnished by us. None of these AGREEMENTS shall be in
force until we receive notice of your intention to use them and the notice has
been acknowledged in writing by an officer of the Company.
3. LIMITATION OF AUTHORITY
Unless provided in the AGREEMENT, you shall have no authority to:
A. alter, modify, waive or change any of the terms, rates or
conditions of our applications, policies or contracts, or any
other Company form;
B. make any representations to any person concerning the policies
or contracts covered by the AGREEMENT except as may be
contained in the sales literature, rate manual, material and
advertising furnished by us or previously approved in writing
by an authorized officer of the Company;
C. print, publish, use or disseminate any advertisement, sales
literature, circular, policy analysis, mailing piece or other
document relating to policies or contracts to be marketed
under this AGREEMENT or relating to us unless such material
has been first submitted to us for review and such printing,
publication, use or dissemination has been authorized in
writing by an authorized officer of the Company. Any such use
shall be subject to any terms, conditions or limitations which
may be imposed by us in the Authorization.
D. incur any indebtedness whatsoever in behalf of or in the name
of the Company;
E. accept business which has been obtained on a brokerage basis.
This AGREEMENT is not intended to include brokerage business
and the distribution of Company rates, brochures, sales
literature or advertising materials to Agents or Agencies to
encourage brokerage business is prohibited.
4. RESPONSIBILITIES OF THE PARTIES
A. RECORDS
You will keep proper records and accounts as specified by us
relating to the business transacted under the authority of
this appointment. We reserve the right, during regular
business hours, to review and make copies of these records or
accounts. Upon request you will account in the manner
prescribed by us for all Company materials provided to you.
B. LICENSING
As long as this AGREEMENT remains in force, we shall obtain
necessary state appointments for you and any Agents or Brokers
appointed by you who have been approved by us to represent
you. In addition, we shall pay for the renewal of such state
appointments provided that the individual Agent or Broker has
had production at levels satisfactory to the Company in the
prior twelve months.
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C. CONDUCT
You will conduct your activities as authorized in this
AGREEMENT in accordance with all laws and regulations in force
in the jurisdictions in which you are authorized to transact
business.
D. SUPERVISION
You agree to supervise your Agents and Brokers who solicit
applications for our insurance policies and annuity contracts
as provided in this AGREEMENT and to cause them to comply with
all rules, regulations, and obligations imposed on you.
E. INDEMNIFICATION
You shall be responsible to us for your acts and the acts of
your Agents and Brokers appointed by you and shall indemnify
and hold us harmless from any loss or expense on account of
any acts by you or any of your Agents or Brokers which are not
authorized by the terms of this AGREEMENT.
F. COOPERATION
You and the Company agree to cooperate fully with each other
in any state or federal regulatory investigation or proceeding
to the extent that it is related to matters pertaining to this
AGREEMENT.
5. RESERVATION OF RIGHTS
In addition to other rights set forth in this AGREEMENT, we
specifically reserve the right to (i) modify or amend any policy or
contract form or its premium rates, (ii) discontinue or withdraw any
policy or contract form from any state, (iii) fix maximum and minimum
limits on the amounts for which any policy or contract form may be
issued, (iv) modify or alter the conditions or terms under which any
policy or contract form may be sold, (v) cease doing business in any
state, (vi) amend, modify, delete or add any Company rule or
regulation upon giving you written notice of the change, and (vii)
require that you be bonded in a manner and amount which bears a
reasonable relationship to the composition and volume of your business
with the Company.
6. COMMISSIONS
We will pay you as full compensation for services rendered commissions
and/or service allowances at the rates provided and subject to the
terms and conditions contained in the attached SCHEDULE OF COMMISSIONS
AND ALLOWANCES. These commissions and/or allowances shall accrue only
with respect to premiums paid in cash to the Company for policies or
contracts actually issued by us pursuant to applications procured by
you, your Agents, or Brokers while this AGREEMENT remains in force and
bearing your name and/or the name of one or more of your licensed
Agents or Brokers.
We reserve the right to change the rates and any of the terms and
conditions (except those relating to vesting) set forth in the
SCHEDULE OF COMMISSIONS AND ALLOWANCES at any time by giving written
notice to you. You agree to immediately communicate any such change
to all Agents and Brokers appointed by you including those to whom the
Company pays commissions directly. The notice shall be effective on
the date set forth on the new SCHEDULE and any commissions and/or
service allowances accruing with respect to policies or contracts we
issue pursuant to applications received in our home office from you,
your Agents, or Brokers after that date shall be paid as provided in
the new SCHEDULE.
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7. TERMINATION
This AGREEMENT shall be subject to immediate termination at any time
by you, or by the Company, upon receipt of written notice to the other
party. The notice shall be delivered personally or mailed to the last
known address of the other party via United States Mail.
This AGREEMENT shall automatically terminate if any one of the
following events occur:
1. You die or are adjudged legally incompetent. In event of
death of the General Agent, such compensation as may become
due under this AGREEMENT shall be payable to the estate of the
General Agent. If the General Agent is a partnership, then
upon death of any member, the Company shall continue to pay
such compensation as may become due under this AGREEMENT to
the partnership unless or until properly notified to the
contrary in writing by any party claiming interest in such
compensation.
2. You cease doing business in the legal format indicated above
your signature on this AGREEMENT.
In the event of termination as provided in this AGREEMENT.
1. Any commissions or allowances remaining payable to you shall be paid
in accordance with the provisions contained in the SCHEDULE OF
COMMISSIONS AND ALLOWANCES;
2. The Company reserves the right at its discretion to appoint a licensed
agent to service the business produced under this AGREEMENT.
3. You or your legally appointed representative agree, upon demand, to
deliver all of the Company's property to us and shall, upon demand,
repay any existing indebtedness owed to us;
4. You or your legally appointed representative shall carry out all
residual obligations which arose while this AGREEMENT was in force;
5. If any payments to you under this AGREEMENT fail to exceed $1,000.00
in any calendar year, we shall, after the end of such year, have the
option, exercisable in our sole discretion, of purchasing from you any
future commissions and allowances payable for their present value.
"Present Value" as used here means the value of such commissions and
allowances determined by us on the basis of accepted actuarial
practices.
This AGREEMENT may be terminated for cause if you or your employees or licensed
Agents have wrongfully withheld any funds, property or documents belonging to
the Company; have misrepresented any product or service offered by or through
the Company; or have failed to comply with the terms of this AGREEMENT or the
Company's rules and regulations currently in force or later brought to your
attention. Upon termination for cause, you shall have no further rights or
privileges under this AGREEMENT, and all monies including any fees, or other
compensation or first year or renewal compensation otherwise payable under this
AGREEMENT shall be immediately forfeited.
8. INDEBTEDNESS
Any indebtedness owed at any time by your Agents or Brokers to any of
the entities identified as the Company in this AGREEMENT shall be a
first lien against the total of any amounts due you under the terms of
this AGREEMENT from any of the entities identified as the Company in
this AGREEMENT.
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The Company may offset against any claim for compensation payable by the
Company to the General Agent under this AGREEMENT or under any other AGREEMENT
with the Company or with any affiliate of the Company now or hereafter
existing, any existing or future indebtedness of the General Agent to the
Company or to any affiliate of the Company and any advances heretofore or
hereafter made by the Company or by an affiliate to the General Agent.
Any such indebtedness may be debited to your account or you may be required to
repay such amount immediately. In the event we are required to pursue formal
collection procedures in order to collect any indebtedness under the terms of
this AGREEMENT, you agree to be responsible for any expense incurred by us, be
it the fee of a collection agent, attorney, or other costs, including court
costs.
9. RELATIONSHIP
You shall be deemed to be an independent contractor and nothing
contained in this AGREEMENT shall be deemed to make you, your Agents,
Brokers or any of your employees an employee of ours. You shall be
free to exercise your own judgment and discretion as to the persons
you recommend for appointment as Agents, as to the persons from whom
you solicit applications, as to the time and place of solicitation,
and as to the methods by which the desired results are to be obtained;
but we may, from time to time, prescribe rules with respect to conduct
of the business, which you agree to observe.
10. COMPANY MATERIALS
Any manuals, guides, books, tapes, programs, and any other materials
relating to the Company or our products and information contained in
them, whether developed by us and delivered to you from time to time
or developed by you with our approval as provided in this AGREEMENT,
shall remain the sole and exclusive property of the Company; and shall
be used solely in the solicitation of applications for policies and
contracts covered by this AGREEMENT; and may not be reduced,
disclosed, distributed or otherwise divulged in any way without the
prior written approval of an authorized officer of the Company.
11. ASSIGNMENT
No actual or purported assignment of this AGREEMENT or any commissions
accruing under it or any interest in it shall be honored until a copy
has been submitted to us and acknowledged by an authorized officer.
In acknowledging any such assignment, the Company will not assume any
responsibility for the validity or sufficiency of it. Any assignment
shall be subject to any indebtedness of yours, or any of your Agents
or Brokers owed to us then or later.
12. WAIVER
The forbearance or neglect of the Company to insist upon the
performance of any terms of this AGREEMENT at any time or under any
circumstances shall not constitute a waiver unless so agreed by you
and an authorized officer of the Company in writing.
13. CONSTRUCTION
A. To the extent this AGREEMENT may be in conflict with any
applicable law or regulation, this AGREEMENT shall be
construed in a manner consistent with such law or regulation.
B. The invalidity or illegality of any provision of this
AGREEMENT shall not be deemed to affect the validity or
legality of any other provision of this AGREEMENT.
C. This AGREEMENT shall be construed in accordance with the laws
of the state of Illinois.
14
14. ENTIRE AGREEMENT
As of the last date below, this AGREEMENT, including all existing and
subsequent amendments and materials attached to it, or incorporated by
reference including, but not limited to, Company rules, regulations,
rate manuals or commission schedules shall constitute the ENTIRE
AGREEMENT between the parties and shall supersede any prior AGREEMENT
or understanding of whatever nature between the Company and you
relating to the solicitation of the types of products governed by this
AGREEMENT. If any such AGREEMENT is in existence, it is hereby
cancelled, except that on any business already issued, any commissions
payable under the prior AGREEMENT shall, subject to all liens and
assignments, continue to be paid in accordance with the terms of that
AGREEMENT. This AGREEMENT in no way affects any contract or AGREEMENT
which you may have with the Company pertaining to any other forms of
insurance and annuities.
15. AMENDMENT
No amendment or waiver of the terms of this AGREEMENT (except as
provided or reserved above) shall be effective unless it is in writing
and signed by both you and by an authorized officer of the Company.
In signing this AGREEMENT, you and the Company agree to comply with its terms
and that it shall be effective on the last date shown below:
GENERAL AGENT
Name of General Agency:_______________________________________________________
(A Corporation), (a Partnership organized under the laws of the State of )
Name of Broker Dealer: (if applicable) _______________________________________
By: _________________________________ Date: __________________________________
Title: _______________________________________________________________________
FOR COMPANY USE ONLY: FEDERAL XXXXXX LIFE ASSURANCE COMPANY
By: _________________________________ Date: __________________________________
Title: _______________________________________________________________________
FIDELITY LIFE ASSOCIATION, A MUTUAL LEGAL RESERVE COMPANY
By: _________________________________ Date: __________________________________
Title: _______________________________________________________________________
XXXXXX INVESTORS LIFE INSURANCE COMPANY
By: _________________________________ Date: __________________________________
Title: _______________________________________________________________________
INVESTORS BROKERAGE SERVICES INSURANCE AGENCY, INC. (And Its Affilated
Companies)
By: _________________________________ Date: __________________________________
Title: _______________________________________________________________________
