| (a) | I have received a copy of the Independent Broker’s Contract (IBC-0405), consisting of this page and four (4) other pages, as well as the Rules and Regulations (Rules-0405), which are fully incorporated by reference and made a part of theContract; |
| (b) | I have read, understood, and agreed to each and every term of thisContract;and |
| (c) | ThisContractwill not be in effect until such time as theCompanyhas countersigned this Signature Page and attached the appropriateCommission Schedule(s). |
You: | By: | |||||
| Print or type Your Name | Print Name (and title if signing in a representative capacity) |
| Signature | Date |
BENEFICIARY DESIGNATIONS(See 3.9): Name | Address | Relationship | ||
| Primary Beneficiary(ies): |
BY: | ||||
| X | ||||
| Signature | Date |
| 1.1 | General Authority.Youhave the authority, responsibility, and rights stated in thisContract.Subject to all terms of thisContractand any applicable state or federal laws,You are authorized to: |
| (a) | Obtain and submit applications forInsurance ProductstoUsforOurconsideration on behalf of persons for whomYouare acting as broker, but only if theInsurance Product is: (1) named in theCommission Schedule;(2) offered in those states in whichYouare authorized and/or appointed; and (3) one for whichYouunderstand the materials provided byUs,and have completed any required product training. |
| (b) | Collect initial premiums in exchange for official receipts furnished bjrUs. Youdo not have the exclusive right to submit applications on behalf of prospectiveClientsfor anyInsurance Product. |
| (c) | SubmitPBAsfor prospective sub-brokers. IfYouare a sub-broker,You maynot have sub-brokers. |
| 1.2 | Independent Status.Youare an independent contractor relative to theCompany.Although thisContractentitlesYouto submit applications to theCompanyon behalf of prospectiveClients, Youshall not represent to anyone thatYou acton behalf of theCompany,except as expressly set forth in thisContract. |
| (a) | Due to a particular state’s licensing requirements,You maybe appointed in that state as an “agent”; and |
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| (b) | From time to time theCompanyor others may refer toYouas an “agent.” These references may occur because of the general use of these words in everyday vocabulary. |
| 1.3 | Unauthorized Acts.Youare prohibited from engaging in any act not expressly authorized byUs.Unauthorized acts specifically set forth in the Rules and Regulations may result in termination of thisContractand forfeiture of future compensation.We mayseek any other remedyWedeem appropriate. |
| 2.1 | Compliance with Company Rules.You will comply with the Rules and Regulations incorporated by reference into thisContract,as well as any written changes provided toYou. |
| 2.2 | Your Sub-Brokers.Youare responsible for the acts and omissions ofYour Sub-Brokersas though they wereYouracts and omissions. Therefore,Youmust train and superviseYour Sub-Brokers. Your Sub-Brokersdo not have any authority not granted toYou.Whatever is required ofYouis also required ofYour Sub-Brokers. |
| 2.3 | Licensing and Appointment.In order to submit applications forInsurance Products, Youmust be licensed as required by law, and authorized and/or appointed byUs.In states that send renewal license information directly to the licensee, it isYourresponsibility to furnishUs with a copy ofYourrenewal licenses. Renewal appointment fees or other fees forYouandYour Sub-Brokers maybe withheld from compensation. |
| 2.4 | Errors and Omissions Coverage.Wereserve the right, as a condition for submission of applications, to require thatYouobtain Errors and Omissions insurance coverage from a carrier satisfactory toUsof the type and in the amounts specified by theCompany. Youmust notifyUsof any changes inYourErrors and Omissions insurance coverage. |
| 2.5 | Trust Fund.All collections made byYoushall be kept entirely separate and distinct from other funds.Youshall pay these collections over toUswithin three (3) business days.You shall not make use of any of these funds. IfYouwithhold any funds, policies, receipts, or other property belonging to theCompanyor aClient,thisContractshall be immediately terminable by theCompanywithout notice and all compensation accruing toYoushall be forfeited in accordance with 3.6. |
| 2.6 | Product Delivery.Youshall promptly deliver allInsurance Productsin accordance with the Rules and Regulations. Without the specific written approval of theCompany, Youare expressly forbidden to deliver anyInsurance Productstoa Client |
| (a) | Without securing the full first premium. |
| (b) | When, toYourknowledge, theClienthas received medical treatment, consultation, or medication; has contracted any illness or disease; has suffered any injury or mental or physical impairment since making application for insurance; or there has been any other change in circumstances of theClientfrom the circumstances included in the application. |
| (c) | When, toYourknowledge, a misrepresentation has been made on the application. |
| 2.7 | Taxes.Youare responsible for all occupational, income, and municipal taxes forYou.All state premium taxes will be paid byUs. |
| 2.8 | Advertising Materials.All advertising material that uses or includes the name of the Company or that describesOur Insurance Productsshall not be printed, circulated, or used withoutOur prior written approval. Refer to the Rules and Regulations for specific requirements. |
| 2.9 | Confidentiality and Privacy.We expectYouand/orYouremployees to comply with the confidentiality and privacy of information requirements, as specified in the Rules and Regulations. This 2.9 shall survive termination of theContract. |
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| 2.10 | Cooperation.If aClientnotifiesYouof a complaint aboutYouor theCompany, Youwill immediately notifyUs.If one ofYour Clients files a complaint or lawsuit againstYouor theCompany, Youwill cooperate fully withUsby: |
| (a) | Answering relevant questions under oath; and | ||
| (b) | Furnishing copies of relevant documents that pertain to the matter or other assistance reasonably required to resolve the matter. |
| 3.1 | Commissions.We pay commissions onInsurance Products.The commissions will be based on theCommission Schedule(s) attachedby theCompanyand theBroker of Recordon the date the premium is received and credited byUs.IfYouare a sub-broker, commissions onYourbusiness will be based on the commission schedule of the party designated byYouto receiveYour commissions onYour PBA. We maychange this schedule at any time, but changes will only apply to applications written afterWemail notice of the change toYou. |
| 3.2 | Payment.Commissions will be paid toYouunlessYouare a sub-broker. Commissions will accumulate until at least $100 is payable.Youmay assign commissions only to a properly licensed broker appointed and/or authorized byUs.We will honor an appropriate court order or notice of levy in the event of garnishment or levy. |
| 3.3 | Your Sub-Brokers.Youare solely responsible for the compensation ofYour Sub-Brokers. You agree to indemnify and hold theCompanyharmless from any losses, costs, liabilities, or damages that are incurred byUsas a result ofYourfailure to promptly or properly compensate these persons. |
| 3.4 | Reservation of Rights.TheCompanyreserves the right to determine: |
| (a) | Whether compensation will be paid and, if so, to whom it will be paid, on reinstated or convertedInsurance Productsand onInsurance Productsthat inOurjudgment are replacements of existingCompany Insurance Products. |
| (b) | The amount of compensation to be paid onInsurance Productsnot now covered in theCommission Schedule(s). |
| (c) | Whom to pay if there is a dispute betweenYouand another broker over compensation, but not betweenYouandYour Sub-Brokers. |
| 3.5 | Chargebacks, Setoffs, and Deficits.IfWereturn premium for any reason, the commissions on that premium will be deducted fromYourcommissions.We mayset off any debt owed byYoutoUs against any amount owed byUstoYou.IfYouoweUsmore thanWeoweYou, Youshall repayUs any deficit amount, within 30 days of demand. |
| 3.6 | Forfeiture of Future Compensation.No further compensation will be due or payable ifYouorYour Sub-Brokerscommit any unauthorized acts under Part II of the Rules and Regulations. This 3.6 survives termination of thisContract. |
| 3.7 | Termination of Compensation.If this Contract is terminated for any reason other than pursuant to 4.1(a) and subject to all other terms of thisContract,theCompanywill continue to pay any commissions owed toYouuntil: |
| (a) | Yourdeath and the death of all designated beneficiaries (or dissolution ifYouare a business entity); | ||
| (b) | These payments have been made for five (5) years; or | ||
| (c) | Commissions otherwise payable toYouin any calendar year are $1,000 or less. |
| 3.8 | Conclusive Accountings.IfYouare not a sub-broker,Wewill provide or make available toYou aperiodic statement of all compensation due and payable toYouwith each commission payment. UnlessYoufile a written objection to the statement within sixty (60) days from the date of the mailing or posting of the statement, that statement shall be deemed conclusively correct andYouwaive any right to contest the statement. |
| 3.9 | Beneficiaries.Yourprimary and contingent beneficiary designations are shown on the Signature Page of thisContract.If no designations are shown,Yourestate will beYour beneficiary.Wewill followOurusual procedures concerning payments to beneficiaries and changes in beneficiary designations. |
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| 4.1 | Termination ofContract. |
| (a) | Termination .for Cause.We mayeffect an immediate termination of thisContractand revoke allYourrights and privileges by written notice toYou,ifYoufail to: |
| (i) | Comply with the terms and conditions ofYour Contract,including a failure to abide by the Rules and Regulations. | ||
| (ii) | Obtain or maintain any required insurance license in any state. |
| (b) | Termination without Cause.ThisContractmay also be terminated without cause by either party upon at least thirty (30) days written notice to the other party. | ||
| (c) | Automatic Termination of Sub-Broker.IfYouare a sub-broker, thisContractwill terminate automatically and without notice if the contract betweenUsand the party designated byYouonYour PBAis terminated. |
| 4.2 | Reservation of Rights.Without terminating thisContract, Wereserve allOurrights not expressly in conflict with thisContract,including the right to: |
| (a) | Authorize or terminate authorization of some ofYour Sub-Brokersand not others. | ||
| (b) | Refuse to accept business from any ofYour Sub-Brokers. | ||
| (c) | Discontinue acceptance of applications for anyInsurance Product. | ||
| (d) | Withdraw from doing business in any state or area. |
| 4.3 | Good Faith.The parties agree to perform all duties under thisContractin utmost good faith. |
| 4.4 | Indemnification.Youagree to indemnify and hold theCompanyharmless from any and all “loss” incurred byUsas a result of any act or omission that is: |
| (a) | In violation of thisContract,or | ||
| (b) | Negligent or intentional misconduct; and | ||
| (c) | Committed byYou, Your Sub-Brokers,and/orYouremployees. |
As used here, “loss” includes, but is not limited to, court costs, any claims or benefits paid pursuant to judgment or reasonable settlement, and all reasonable attorneys’ fees and expenses incurred byUsin defending and/or settling any claim againstUs,or in pursuing recovery fromYou, Your Sub-Brokers,and/orYouremployees. | ||
| 4.5 | Modification of Contract.ThisContractmay only be modified in writing signed by a duly authorized representative of theCompany. Youwill be deemed to have accepted any changes (other than those described in 2.1 and 3.1), unlessYounotify theCompanyin writing to the contrary within thirty (30) days of receipt of the Contract-change notice. |
| 4.6 | Non-Waiver. Forbearance, neglect, or failure of theCompanyto enforce any or all of the provisions of thisContractor to insist on strict compliance byYouorYour Sub-Brokers, shall not be construed as a waiver of any ofOurrights or privileges. |
| 4.7 | Entire Agreement.ThisContract,together with all amendments and attachments, including the Rules and Regulations and the CommissionSchedule(s),sets forth the entire understanding betweenYouandUs.ThisContractsupersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter. |
| 4.8 | Notices.Any notice required by thisContractshall be sufficient and effective upon deposit in the U.S. mail, postage prepaid, and addressed toYou at Yourlast known address shown on theCompany’srecords. |
| 4.9 | Choice of Law.ThisContractwill be construed in accordance with the laws of the state of Illinois without reference to Illinois conflicts-of-law provisions. |
| 4.10 | Headings andTitles. The headings and titles used in thisContractare non-substantive and for reference only. |
| 4.11 | Severability.If any provision of thisContractis held invalid for any reason, the remainder of thisContractshall not be affected. |
| 1.1 | To maintainOurgood reputation andYours, Youmust comply with all applicable statutes, ordinances, rules, and regulations of all federal, state, municipal, and other regulatory agencies or authorities. |
| 1.2 | WhileYouare free to giveYour Clientsgood, honest advice,Yourauthority to act onOur behalf is limited. | |
You maynot, under any circumstances, obligate or bind theCompanyin any manner, such as: |
| (a) | Issuing binders; | ||
| (b) | Field underwriting or determining eligibility; or | ||
| (c) | Offering personal assurances concerning issues of underwriting, claim resolution, or coverage. |
| (a) | Incurring any debt or obligation on behalf ofUs,or waiving any forfeiture. |
| (b) | Making, altering, or discharging any application, policy, plan, or contract. | ||
| (c) | Extending the: |
| (i) | Time for payment of any premium or accepting payment of any past-due premium; or | ||
| (ii) | Grace period of any product or waiving any grace-period premium. |
| (d) | Waiving and/or excluding from any application any information including, but not limited to, information pertaining to the health, weight, height, age, residence, past or present physical, mental, or other medical conditions of aClient,or any other information that might be required to be disclosed by theClient,when that information is disclosed or otherwise known toYou. | ||
| (e) | Receiving any money due or to become due toUs,except the first premium or first premium installment on applications submitted byYou. | ||
| (f) | Representing theCompanyin any manner except as authorized byUs. | ||
| (g) | Signing asBroker of Recordany application not directly solicited byYou. Youshall not sign any application that has been solicited by any other person.You maysign only applications solicited byYou. | ||
| (h) | Completing any part of a health insurance application, except premium and broker information, unless otherwise mandated by state law. | ||
| (i) | Using any marketing materials that refer toOur Insurance ProductswithoutOurprior written approval. | ||
| 0) | Charging a service fee to theClientfor services provided in soliciting and/or servicing one ofOur Insurance Products. | ||
| (k) | Engaging in unfair and deceptive practices in violation of federal and/or state laws. These practices include misrepresentations, false information, defamation, boycott, coercion, intimidation, false statements, false entries, unfair discrimination, rebates, and unfair financial planning practices. |
| (l) | Engaging in unfair competition based on the elements of price, quality, and service under federal or state laws. This includes unsuitable placement, bashing, and making disparaging remarks regardingUsor another carrier. |
| (m) |
| (n) | Misapplying or embezzling funds belonging to aClientorUs.If no policy, plan, or contract is issued on an application, then the whole amount of monies collected byYoushall be returned to theClientwithin three (3) working days after receipt of notice of nonissue. | ||
| (o) | Withholding any funds, policies, receipts, supplies, or equipment belonging toUs after We have made a demand for them. |
| (p) | Improperly inducing or influencingClientsto relinquish theirInsurance ProductswithUs. |
| 3.1 | Werequire. thatYourlicensing be complete beforeYousubmit any application toUs. Wewill notifyYouwhenYouare authorized and/or appointed, andYou maybegin offering applications forOurproducts. | |
| 3.2 | In states that send renewal license information directly to the licensee, it is very important thatYoufurnishUswith a copy ofYourrenewal license. UnlessYourcurrent license is on file withUs,any applicationYousubmit will be returned toYou. | |
| 3.3 | You mayverifyYourappointment status and authorization to offerOurproducts by contactingOurMarketing Service Center. |
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| 4.1 | When submitting applications toUs,please ensure that theClientaccurately completes all forms, unless the form is specifically designed to be completed byYou.Either way, be sure theClientcarefully reviews the completed application prior to signing and dating it. Never allow aClientto sign a blank or an incomplete application. |
| 4.2 | All applications must be submitted the earlier of: (a) three (3) business days afterYou receive the application from theClient;or (b) six (6) business days after the application is completed and signed by theClient. |
| 4.3 | Applications more than fifteen (15) days old when received byUswill be returned. TheClient must date applications on the date the application is signed. |
| 4.4 | Wedo not accept COD health business or trial applications. Any submissions without the initial premium will be returned. | |
| 4.5 | Wewill accept COD life business only in the following situations: |
| (a) | Cases of life insurance in which the aggregate amount of the life insurance in force or applied for with theCompanywill equal or exceed $300,000. |
| (b) | Cases of life insurance in which any person to be covered has experienced stroke, heart attack, diabetes, or cancer (other than skin cancer). |
| (c) | If the insurance product will be funded via a Section 1035 Exchange (in which case the tax form must be submitted with the application). |
| 4.6 | Unless otherwise instructed byUson the application, premium checks should be made payable to theCompanyand submitted with the application. Partial payments cannot be accepted unless specifically provided for in the product information. |
| 4.7 | Only initial premiums are to be collected and submitted with the application. Subsequent premiums will be billed directly byUs,and theClientwill make all payments directly to theCompany,unless otherwise instructed byUs. |
| 4.8 | With regard to a health product for individuals and small groups, the earliest possible effective date is the date set forth in the Conditions Prior to Coverage provision for that product. | |
| 4.9 | Do not submit altered applications. |
| 4.10 | Coverage restriction riders attached to any issuedInsurance Productwill be reviewed upon written request if: |
| (a) | Six months have elapsed for one-year riders; or | ||
| (b) | One year has elapsed for riders that have a duration of more than one year. |
| 5.1 | As used in this Part V, all references toYouwill include any ofYouremployees, sub- brokers, or other representatives. |
| 5.2 | You maybe provided with or have access to information whichWeconsider confidential and proprietary (“Confidential Information”), including, but not limited to, pricing, rates, computer programs, and product information.Youwill hold in confidence and not use or disclose any Confidential Information. This shall not apply to the Confidential Information if it: |
| (a) | Is readily available to the public without restriction through no fault ofYours. | ||
| (b) | Is received without restriction from a third party lawfully in possession of and lawfully empowered to disclose this information. |
| (c) | Was rightfully inYourpossession without restriction prior to its disclosure, or was independently developed byYouwithout access to such Confidential Information. |
| 5.3 | You maybe provided with or receive “Protected Information.” “Protected Information” shall be defined to include, but is not limited to, “nonpublic personal information” and “individually identifiable health information” as currently used in 15 U.S.C. § 6809 and 45 C.F.R. § 164.501 and as they are subsequently updated, amended, or revised. |
| 5.4 | Pursuant to this agreement,Youwill provide services forUsthat involve the use and receipt of Protected Information. Except as otherwise specified herein,You mayuse the Protected Information as necessary to performYourobligations under this agreement. All other uses not authorized by this agreement are prohibited. In the eventYoudisclose Protected Information which is not authorized by this agreement,Youagree to informUsin writing of such disclosure as soon asYoudiscover it. |
| 5.5 | Either party may terminate this agreement at any time with at least ten (10) days prior written notice for an uncorrected material breach of this Part V, provided the breaching party was allowed a reasonable opportunity to remedy the material breach, and it was not corrected during that time. Upon termination of this agreement, the breaching party shall: |
| (a) | Destroy or return, the Protected Information in the breaching party’s possession and retain no copies (which shall mean destroying all back-up tapes), if it is feasible to do so. If not feasible, provide notification to the other party in writing; and |
| (b) | Recover any Protected Information in the possession of employees. If it is infeasible forUsorYouto obtain any Protected Information from any employee,We,orYou,must provide a written explanation and require the employees to agree to extend any and all protections, limitations, and restrictions contained in this paragraph to any Protected Information retained after the termination. |
| 5.6 | ResponsibilitiesofYouandtheCompany.With regard to the use and/or disclosure of Protected Information,Youand theCompanyhereby agree to do the following: |
| (a) | Use and/or disclose the Protected Information only as permitted or required by this agreement and/or by law. |
| (b) | Put into practice administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentially, integrity, and availibility of the Protected Information thatYoucreate, receive, maintain, or transmit on behalf ofUs. |
| (c) | Require all employees that receive, use, or have access to Protected Information to agree in writing to adhere to the same restrictions and conditions contained in this Part V. |
| (d) | Make all records, books, agreements, policies, and procedures relating to the use and/or disclosure of Protected Information available to regulatory authorities for purposes of determining compliance with the Privacy Laws, subject to attorney-client and other applicable legal privileges. |
| (e) | Upon request, agree to provide access to the Protected Information to theInsuredto whom it relates (or his or her authorized representative). |
| (f) | Upon request, agree to make any amendment(s) to the Protected Information. |
| (g) | Upon request fromUs,provide such information to respond to a request by anInsuredfor an accounting of the disclosures of theInsured’sProtected Information. |
| (h) | Unless authorized in writing byYourclient,Youagree not to further disclose account numbers to conduct telemarketing, direct-mail marketing, or other electronic-mail marketing toYourclient. |
| 5.7 | Youand theCompanyshall not be obligated under this Part V, if the Protected Information: |
| (a) | Is or has become readily publicly available without restriction. |
| (b) | Is received without restriction from a third party lawfully in possession of and lawfully empowered to disclose such information. |
| (c) | Was rightfully inYourpossession orOurswithout restriction prior to its disclosure or was independently developed byYouorUs. |
| 6.1 | Commissions are paid on business actually issued through the last day of the preceding month. AfterYourfirst year as a broker, commission payments will be left to accumulate until at least $100 in commissions is payable. |
| 6.2 | Commission is not paid on new applications until theInsurance Producthas been issued andWe have received the premium. |
| 6.3 | Please wait at least sixty (60) days following. submission of an application to inquire about unpaid commissions.Yourinquiry should be directed toOurMarketing Service Center. |
| 7.1 | All advertising material used byYouthat uses or includesOurname or that describesInsurance Productsoffered byUsshall be submitted toUsprior to use and shall not be printed, circulated, or used withoutOurprior written approval. Advertising material includes, but is not limited to, materials provided to potentialClients,the general public, or existingClients(when offering or promoting a change in existing coverage). Types of advertising material. include, but are not limited to, brochures, fliers, cards, letters, television or radio scripts, booklets, illustrations, videos, computer-generated media (such as the Internet), prepared sales talks, presentations, telephone listings, signs, magazines, newsletters, and newspapers. |
| 7.2 | You maynot change the format or content ofOuradvertising material, nor mayYouincorporate another company’s advertising material into or withOuradvertising material. | |
| 7.3 | Ouradvertising material may not be reproduced or distributed on the Internet, through E-mail, or by any other electronic means withoutOurprior written approval. |
| 7.4 | Any advertising materials available toYouthrough theCompany’sBroker Internet Service, including, but not limited to, brochures or other information, may not be distributed byYou to any persons other thanYourprospectiveClients. |
| 7.5 | You maynot use theCompany’sname, trademark, service mark, or product name or make reference to such trademark, service mark, or product name in any advertising materials, including, but not limited to, building directories, office doors, or signs.Youare prohibited from using theCompany’sname or logo in any way that might imply a relationship betweenYouandUsother than the relationship of an independent contractor. |
| 8.1 | Wemake every effort to assure fast, accurate, and fair claims handling.Youcan best serveYour Clientsby encouraging the claimants to cooperate in the collection of all medical records necessary for a complete and proper claim. |
| 8.2 | Youshall not offer opinions about claims toInsured’sor other persons. Decisions on all claims will be made by the Claims Department based on information submitted by theInsured and the providers of medical services. |
