AGENT’S LICENSING CONTRACT The following provisions shall be given full force and effect even though the signatures of the parties precede these provisions.
1. General Covenants and Definitions.
a.You shall be duly licensed by the applicable state insurance departments having jurisdiction. You shall operate your business in strict conformance with all applicable laws and regulations and in conformity with the Voya Business Guidelines, as amended from time to time, including, but not limited to, the replacement and Anti-Money Laundering policies. You acknowledge receipt of these Guidelines, which are deemed incorporated into this Contract.
b.You agree to exert your best efforts in keeping all insurance effected under this Contract in full force and effect. c.You agree to be bonded and insured in such manner as we may, in our discretion, require.
d.Nothing contained in this Contract shall create, or shall be construed to create, the relationship of an employer and employee between the Company and you.
e.“Agents and subagents” shall mean you and your employees, any agent or broker you obtain or solicit who becomes a contracted agent or broker with the Company, and any agent or broker subsequently appointed or obtained by any agent or broker appointed by the Company directly or indirectly through you or any agent or broker network you have contracted.
f.All appointments of agents and subagents by you to submit business under this Contract shall be subject to written approval by us.
g.We reserve the right, in our sole discretion, to retain, reassign or terminate agents and subagents appointed by you or to you and to reassign or transfer such agents directly to us or to any of our other agents without any obligation to you. You will have no right to future compensation of any kind or type for production written by or through such agents after such reassignment or termination or after your termination of contract with us. We have the right to communicate directly with any of the agents appointed by or to you.
h.”Debit Balance” means any amount owed by you, directly or through liability for your agents and subagents, to the Company or to any legal entity that is a subsidiary of Voya Financial, Inc. (an “Affiliate”), that is not paid when due. This includes but is not limited to a debt resulting from a refund of premium, payment of compensation, chargeback, loan, advance, annualization, settlement, indemnification obligation, liabilities created by your agent’s and subagent’s misfeasance and/or malfeasance concerning the Company’s (or Affiliate’s) business and any other amount due under a contract, agreement or arrangement of any kind between said agents and subagents with the Company or an Affiliate.
2.Delivery. You agree to deliver each policy in a timely manner. If a policy is returned to the Company during the Free Look Period described in the policy, and you or your agents or subagents were paid any commission, then such commission shall be charged back.
3.Settlement. Only the initial premium on applications procured by or through you may be collected by you. All premium settlements shall be by federal funds wire or by check payable to the Company, received subject to collection. Premium payments shall not be collected by you in cash. All premiums received by you or your agents and subagents are received as a fiduciary trust, and all premium settlement, entire or partial, taken with an application or taken upon delivery of the policy, shall be immediately forwarded to us.
4.Limitations. You are not authorized, and are expressly forbidden, to bind the Company by any promise or agreement, to incur any debt, expense or liability in its name or account, to enter into any legal proceedings in connection with any matter pertaining to our business, or to waive or alter any of the provisions of any policy issued by us.
Except for that provided by the Company, any material, supplies, advertising or other printed matter mentioning the Company by name or relating to any of its products may be used, or be permitted to be used, only with our prior written approval.
5.Discontinuance of Policy Forms. Without liability to you, we may in our sole discretion, at any time and from time to time (1) retire from any territory; (2) discontinue and/or withdraw any policy form in any territory without prejudice to our right to continue use of said form in any other territory; (3) discontinue and/or withdraw any policy form in all territories; and (4) resume the issuance or use of any policy form in any territory or territories at any time.
6.Assignment. Neither this Contract, nor any of your rights under it, may be assigned, pledged or hypothecated, without the prior written consent of the Company. The Company does not assume any responsibility for, or guarantee the validity or sufficiency of, any assignment. No assignment shall be operative while any indebtedness to the Company remains unsatisfied and any such assignment shall be subject to any existing or future indebtedness of yours to us hereunder.
7.Liability. You agree to pay your Debit Balance owed to the Company or an Affiliate when due, and any Debit Balance(s) of your agents or subagents remaining after completion of debt collection procedures. Without in any way limiting the foregoing, you shall be jointly and severally liable, with your agents and subagents to the Company for the payment of any and all Debit Balance(s). The determination of the amount of any liabilities or advances due and/or owed in connection with a Debit Balance shall be at the sole discretion of the Company. The parties hereto agree the Company retains the absolute and unilateral right to settle and resolve all claims or causes of action, in its sole discretion, raised or asserted by any person, concerning the actions by you, or your agents and subagents. Your joint and several liability shall not be contingent on your input, participation or notice of or concerning any such claims or assertions. Such Debit Balance(s) due from you shall be debited on the books of the Company with the amount of such obligation, when the same is due and unpaid from you or your agents and subagents to the Company, and on demand, you shall promptly pay the Company the amount of such Debit Balance. Any such Debit Balance, together with interest thereon at the applicable current rate per month or the maximum legal rate, whichever is less, owed by you or your agents and subagents to the Company or an Affiliate may be set off by the Company, at any time, against any sums due from the Company or an Affiliate to you, and a first lien is hereby reserved to the Company thereon for the satisfaction of any such Debit Balance.
8.Notices. Any notice or demand required or permitted to be given under this Contract shall be in writing and shall be deemed effective (unless this Contract provides for a different period of time) upon the personal delivery thereof if delivered, or if mailed, forty-eight hours after having been deposited in the United States mail, postage prepaid, or sent by any electronic means for which confirmation of receipt can be shown, and addressed in the case of Company to its then principal place of business, and in the case of you to the address set forth in this Contract. Either party may change the address to which such notices are to be addressed by giving the other party notice in the manner herein set forth.
9.Commissions. Commission Schedules, referred to on the signature page, as amended from time to time by the Company, govern the parties’ agreement with respect to compensation payable in accordance with this Contract. If commissions are payable to you by your general agent, you agree that the Company has no obligation to pay any compensation directly to you and agree to indemnify and hold harmless the Company from all losses and expenses, including attorney fees, resulting from any claim by you for compensation, notwithstanding anything herein to the contrary.
10.Severability. Any provision of this Contract which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof, and such other provisions shall remain in full force and effect.
11.Non-Waiver. The forbearance or neglect of the Company to insist upon strict compliance by you with any of the provisions of this Contract, whether continuing or not, or to declare a termination against you, shall not be construed as a waiver of any of the Company’s rights or privileges hereunder. No waiver of any right or privilege of the Company arising from any default or failure of performance by you shall affect the Company’s rights or privileges in the event of a further default or failure of performance.
12.Entire Agreement. This Contract contains the entire agreement between us with respect to the subject matter hereof and supersedes all prior oral and written agreements, understandings and commitments between us. No amendments to this Contract may be made except by writing signed by you and an officer of the Company.
13.Construction and Venue. To the fullest extent controllable by our stipulation, this Contract shall be construed in accordance with the laws of Iowa applicable to contracts performed entirely within the State. Any action to enforce the provisions thereof, or arising from the actions of any party in connection therewith, shall be brought in the District Court in Polk County, Iowa, except such action as may be necessary by Company to protect, preserve and realize its interest in your assets located in another jurisdiction.
14.Waiver of Jury Trial. The Agent and Company hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Contract, or any instrument or document delivered in connection therewith.
15.Customer Information. The parties desire to protect Customer Information, as defined below, and to comply as may be necessary with requirements of the Gramm-Leach-Bliley Act, the relevant state and federal regulations pursuant thereto and state privacy laws (all referred to as “Privacy Law”).
a.“Customer Information” means an applicant’s Application for a Contract or service and all nonpublic personal information about a customer that a party receives from another party. “Customer Information” includes, by way of example and not limitation, name, address, telephone number, social security number, health information and personal financial information (which may include customer account number).
b.The parties understand and acknowledge that they may be financial institutions subject to Privacy Law. The parties agree that they are prohibited from using the Customer Information received from another party other than as required by law, regulation or rule, or to carry out the purposes for which one party discloses Customer Information to the other party under this Contract, including use under an exception permitted by Privacy Law in the ordinary course of business to carry out the purposes.
c. The parties agree that (1) the purpose for which you, your agents and subagents disclose Customer Information to Company includes the establishment of a consumer/customer relationship between the consumer and Company in order to offer its financial products and the financial products of its affiliates to consumers; (2) the purpose for which Company discloses Customer Information to you, your agents and subagents is to service the Company Contract or other services obtained by the customer; and (3) they will use such information only as permitted by Privacy Law. Subject to the provisions of subparagraph (b) above, the parties will not disclose the Customer Information to any other person without prior written permission from the other parties. The parties will establish and maintain safeguards against the unauthorized access, destruction, loss, or alteration of Customer Information in their control that are no less rigorous than those maintained by a party for its own information of a similar nature. In the event of any improper disclosure of any Customer Information, the party responsible for the disclosure will immediately notify the other parties.
16.Termination.
a.Except to the extent prohibited by applicable law, this Contract shall be automatically terminated in the event of your (1) ceasing to be licensed, including being placed on suspended status, as required by an applicable state insurance department having jurisdiction; or (2) committing a felony; or (3) withholding or misappropriating any money or property belonging to us; or (4) failing to comply with the laws, rules or regulations of any federal, state or other governmental agency or body having jurisdiction under the Contract; (5) committing any fraud; (6) committing an act of embezzlement; or (7) death (or, if you are a partnership or a corporation, upon any event legally or contractually causing the dissolution of the partnership or corporation. However, we may continue to rely on this Contract as existing before such dissolution until we receive formal written notice of dissolution).
b.The Company may terminate this Contract, at any time, upon giving notice, (as provided in Section 8) in the event of (1) its involuntary assignment for benefit of your creditors; or (2) your bankruptcy; or (3) your subjecting us to liability due to your misfeasance or malfeasance; (4) your failing to conform to the rules and regulations of Company; (5) your failing to pay any indebtedness to the Company on demand; (6) your replacing any of the Company’s policies with another company’s; or (7) your total and permanent disability.
c.Should you be terminated under subsection (a), subparagraphs (2) through (6), or subsection (b), subparagraphs (1) through (6), you will forfeit all your rights to any further payments under this Contract. For purposes of determining whether this Contract has been breached under subsections (a) or (b), the acts of all your employees, agents, and subagents, as the case may be, shall be deemed your acts.
d.This Contract may also be terminated by either party without cause by giving fifteen (15) days written notice to the other party. The right of termination under this subsection (d) is not restricted by the provisions for termination in (a) or (b) above. Additions to in force cases may be permitted, provided the Plan under which the case was originally issued is then being issued, and shall be commissionable in accordance with the practice of the Company then in effect.
e.Upon any termination of this Contract, you shall immediately pay in cash any sums due hereunder and shall immediately deliver to us all of the previously furnished materials, supplies, advertising and any other printed matter which mentions the Company by name, our rate books, and all other such supplies connected with our business, excepting only those items which the Company shall specifically notify you in writing, you are then permitted to maintain for servicing purposes.
f.The obligations of you, your agents and subagents arising under the Contract shall survive the termination of this Contract, whether such obligations arose prior or subsequent to the termination of this Contract.